SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from .......... to .......... Commission File Number: 000-25328 FIRST KEYSTONE FINANCIAL, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Pennsylvania 23-0469351 - ------------------------------------ ---------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 22 West State Street Media, Pennsylvania 19063 - ---------------------------------------------- ------------------------------ (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (610) 565-6210 Indicate by check mark whether the Registrant (1) has filed all reports required 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 No ------ ------ Indicate by check mark whether the Registrant is an accelerator file (as defined in Rule 12b-2 of the Exchange Act) Yes No X ------ ------ Number of shares of Common Stock outstanding as of February 12, 2002: 2,025,241 Transitional Small Business Disclosure Format Yes No X ------ ------ FIRST KEYSTONE FINANCIAL, INC. CONTENTS PAGE ---- PART I FINANCIAL INFORMATION: Item 1. Financial Statements Unaudited Consolidated Statements of Financial Condition as of December 31, 2002 and September 30, 2002 1 Unaudited Consolidated Statements of Income for the Three Months Ended December 31, 2002 and 2001 2 Unaudited Consolidated Statement of Changes in Stockholders' Equity for the Three Months Ended December 31, 2002 3 Unaudited Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2002 and 2001 4 Notes to Unaudited Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 9 Item 3. Quantitative and Qualitative Disclosures About Market Risk. 13 Item 4. Controls and Procedures 14 PART II OTHER INFORMATION Item 1. Legal Proceedings 15 Item 2. Changes in Securities and Use of Proceeds 15 Item 3. Defaults Upon Senior Securities 15 Item 4. Submission of Matters to a Vote of Security Holders 15 Item 5. Other Information 15 Item 6. Exhibits and Reports on Form 8-K 15 SIGNATURES 16 -i- FIRST KEYSTONE FINANCIAL, INC. AND SUBSIDIARIES - ----------------------------------------------- UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL - ---------------------------------------------- (dollars in thousands) December 31 September 30 ASSETS 2002 2002 - ------ ------------------ ------------- Cash and amounts due from depository institutions $ 13,408 $ 4,753 Interest-bearing deposits with depository institutions 16,713 19,870 ------- ------- Total cash and cash equivalents 30,121 24,623 Investment securities available for sale 76,132 80,624 Mortgage-related securities available for sale 92,612 85,674 Loans held for sale 630 501 Mortgage-related securities held to maturity - at amortized cost (approximate fair value of $6,570 at December 31, 2002 and $9,090 at September 30, 2002) 6,424 8,855 Loans receivable (net of allowance for loan loss of $2,530 and $2,358 at December 31, 2002 and September 30, 2002, respectively) 291,452 288,776 Accrued interest receivable 2,951 2,971 Real estate owned 235 248 Federal Home Loan Bank stock - at cost 7,064 6,571 Office properties and equipment - net 3,440 3,491 Cash surrender value of life insurance 14,559 14,362 Prepaid expenses and other assets 1,744 1,650 ------- ------- TOTAL ASSETS $527,364 $518,346 ======== ======== LIABILITIES, MINORITY INTEREST IN SUBSIDIARIES AND STOCKHOLDERS' EQUITY - ----------------------------------------------------------------------- Liabilities: Deposits $338,374 $330,765 Advances from Federal Home Loan Bank 126,279 126,237 Accrued interest payable 907 1,000 Advances from borrowers for taxes and insurance 2,056 832 Deferred income taxes 93 424 Accounts payable and accrued expenses 6,035 5,413 -------- -------- Total liabilities 473,744 464,671 -------- -------- Company-obligated mandatorily redeemable preferred securities of subsidiaries trusts holding solely junior subordinated debentures of the Company 20,870 20,880 Stockholders' Equity: Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued Common stock, $.01 par value, 20,000,000 shares authorized; issued and outstanding: 2,011,541 shares at December 31, 2002 and 2,008,611 shares at September 30, 2002 14 14 Additional paid-in capital 13,455 13,622 Employee stock option plans (955) (995) Treasury stock at cost: 701,015 shares at December 31, 2002 and 703,945 shares at September 30, 2002 (9,033) (9,175) Accumulated other comprehensive income 2,560 3,200 Retained earnings - partially restricted 26,709 26,129 -------- -------- Total stockholders' equity 32,750 32,795 -------- -------- TOTAL LIABILITIES, MINORITY INTEREST IN SUBSIDIARIES AND STOCKHOLDERS' EQUITY $527,364 $518,346 ======== ======== See notes to unaudited consolidated financial statements. -1- FIRST KEYSTONE FINANCIAL, INC. AND SUBSIDIARIES - ----------------------------------------------- UNAUDITED CONSOLIDATED STATEMENTS OF INCOME - ------------------------------------------- (dollars in thousands, except per share data) Three months ended December 31 ----------------- 2002 2001 ------- ------- INTEREST INCOME: Interest on: Loans $ 5,050 $ 4,716 Mortgage-related securities 1,110 1,953 Investment securities: Taxable 606 591 Tax-exempt 300 301 Dividends 95 124 Interest-bearing deposits 56 72 ------- ------- Total interest income 7,217 7,757 ------- ------- INTEREST EXPENSE: Interest on: Deposits 1,967 2,897 Federal Home Loan Bank advances 1,740 1,741 ------- ------- Total interest expense 3,707 4,638 ------- ------- NET INTEREST INCOME 3,510 3,119 PROVISION FOR LOAN LOSSES 195 135 ------- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,315 2,984 ------- ------- NON-INTEREST INCOME: Service charges and other fees 272 271 Net gain (loss) on sales of: Loans held for sale 136 12 Investment securities 11 (20) Increase in cash surrender value 167 171 Other income 28 24 ------- ------- Total non-interest income 614 458 ------- ------- NON-INTEREST EXPENSE: Salaries and employee benefits 1,156 1,079 Occupancy and equipment 286 310 Professional fees 215 190 Federal deposit insurance premium 14 15 Data processing 120 100 Advertising 120 93 Net cost of operation of other real estate 5 25 Minority interest in expense of subsidiaries 414 407 Other 594 450 ------- ------- Total non-interest expense 2,924 2,669 ------- ------- INCOME BEFORE INCOME TAX EXPENSE 1,005 773 INCOME TAX EXPENSE 224 120 ------- ------- NET INCOME $ 781 $ 653 ======= ======= BASIC EARNINGS PER COMMON SHARE $ 0.41 $ 0.34 ======= ======= DILUTED EARNINGS PER COMMON SHARE $ 0.39 $ 0.32 ======= ======= See notes to unaudited consolidated financial statements -2- FIRST KEYSTONE FINANCIAL, INC. AND SUBSIDIARIES - ----------------------------------------------- UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - ------------------------------------------------------------------- (dollars in thousands) Accumulated Retained Additional Employee other earnings- Total Common paid-in stock option Treasury comprehensive partially stockholders' stock capital plans stock income restricted equity ------ ---------- ------------ --------- ------------- ---------- ------------ BALANCE AT OCTOBER 1, 2002 $14 $13,622 $(995) $(9,175) $ 3,200 $26,129 $32,795 Net income 781 781 Other comprehensive income, net of tax: Net unrealized loss on securities net of reclassification adjustment(1) (640) (640) ------ Comprehensive income 141 --- ESOP stock committed to be released 40 40 Excess of fair value above cost of ESOP shares committed to be released 39 39 Purchase of treasure stock (92) (92) Exercise of stock options (206) 234 28 Dividends - $.10 per share (201) (201) --- ------- ----- ------- ------- ------- ------- BALANCE AT DECEMBER 31, 2002 $14 $13,455 $(955) $(9,033) $ 2,560 $26,709 $32,750 === ======= ===== ======= ======= ======= ======= (1) Disclosure of reclassification amount, net of tax for the three months ended December 31, 2002: <Table> Net unrealized depreciation arising during the period $(633) Less: reclassification adjustment for net gains included in net income 7 ----- Net unrealized loss on securities $(640) ===== </Table> See notes to unaudited consolidated financial statements. -3- FIRST KEYSTONE FINANCIAL, INC. AND SUBSIDIARIES - ----------------------------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - ------------------------------------------------- (dollars in thousands) Three months ended December 31 2002 2001 -------- -------- OPERATING ACTIVITIES: Net income $ 781 $ 653 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Provision for depreciation and amortization 106 116 Amortization and accretion of premiums and discounts 176 (61) (Gain) loss on sales of: Loans held for sale (136) (12) Investment securities (11) 20 Real estate owned (2) 3 Provision for loan losses 195 135 Amortization of employee stock option plans 79 71 Changes in assets and liabilities which provided (used) cash: Origination of loans held for sale (9,318) Loans sold in the secondary market 9,189 225 Accrued interest receivable 20 114 Prepaid expenses and other assets (291) (438) Accrued interest payable (93) (633) Accounts payable and accrued expenses 622 665 -------- -------- Net cash provided by operating activities 1,317 858 -------- -------- INVESTING ACTIVITIES: Loans originated (40,823) (45,253) Purchases of: Mortgage-related securities available for sale (26,970) Investment securities available for sale (3,998) (8,095) Purchase of FHLB stock (493) Proceeds from sales of real estate owned 15 197 Proceeds from sales of investment securities 2,011 2,980 Principal collected on loans 38,121 37,723 Proceeds from maturities, calls, or repayments of: Investment securities available for sale 5,497 Mortgage-related securities available for sale 19,834 6,554 Mortgage-related securities held to maturity 2,432 228 Purchase of property and equipment (55) (106) -------- -------- Net cash used in investing activities (4,429) (5,772) -------- -------- FINANCING ACTIVITIES: Net increase in deposit accounts 7,609 7,866 Net increase (decrease) in FHLB advances 42 42 Issuance of preferred trust securities 8,000 Purchase of preferred trust securities (3,290) Net increase in advances from borrowers for taxes and insurance 1,224 1,198 Exercise of stock options 28 51 Purchase of treasure stock (92) Cash dividend (201) (183) -------- -------- Net cash provided by financing activities 8,610 13,684 -------- -------- INCREASE IN CASH AND CASH EQUIVALENTS 5,498 8,770 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 24,623 19,131 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 30,121 $ 27,901 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash payments for interest on deposits and borrowings $ 3,800 $ 5,271 Cash payments of income taxes 50 Transfers of loans receivable into real estate owned 121 See notes to unaudited consolidated financial statements. -4- FIRST KEYSTONE FINANCIAL, INC. AND SUBSIDIARIES - ----------------------------------------------- NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - ---------------------------------------------------- (dollars in thousands, except per share amounts) 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the periods. The results of operations for the three month period ended December 31, 2002 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2003 or any other period. The consolidated financial statements presented herein should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company's Annual Report to Stockholders for the year ended September 30, 2002. 2. INVESTMENT SECURITIES The amortized cost and approximate fair value of investment securities available for sale, by contractual maturities, are as follows: December 31, 2002 -------------------------------------------------------- Gross Gross Amortized Unrealized Unrealized Approximate Cost Gain Loss Fair Value --------- ---------- ---------- ----------- U.S. Government agency bonds: Less than 1 year $ 2,992 $ 52 $ 3,044 1 to 5 years 6,900 34 6,934 5 to 10 years 1,866 207 2,073 Municipal obligations 19,015 612 19,627 Corporate bonds 15,296 629 $ 567 15,358 Mutual funds 14,009 26 6 14,029 Asset-backed securities 2,541 17 2,558 Preferred stocks 8,567 214 582 8,199 Other equity investments 3,376 954 20 4,310 ------- ------ ------ ------- Total $74,562 $2,745 $1,175 $76,132 ======= ====== ====== ======= September 30, 2002 -------------------------------------------------------- Gross Gross Amortized Unrealized Unrealized Approximate Cost Gain Loss Fair Value --------- ---------- ---------- ----------- U.S. Government agency bonds: 1 to 5 years $11,986 $ 128 $12,114 5 to 10 years 1,861 210 2,071 Municipal obligations 19,012 788 19,800 Corporate bonds 14,299 827 $406 14,720 Mutual funds 14,009 42 6 14,045 Asset-backed securities 2,837 16 2,853 Preferred stocks 10,682 293 224 10,751 Other equity investments 3,476 884 90 4,270 ------- ------ ---- ------- Total $78,162 $3,188 $726 $80,624 ======= ====== ==== ======= -5- 3. MORTGAGE-RELATED SECURITIES Mortgage-related securities available for sale and mortgage-related securities held to maturity are summarized as follows: December 31, 2002 -------------------------------------------------------- Gross Gross Amortized Unrealized Unrealized Approximate Cost Gain Loss Fair Value --------- ---------- ---------- ----------- Available for Sale: FHLMC pass-through certificates $ 4,089 $ 259 $ 4,348 FNMA pass-through certificates 22,295 510 22,805 GNMA pass-through certificates 27,603 1,222 28,825 Collateralized mortgage obligations 36,316 350 $32 36,634 ------ ------ --- ------- Total $90,303 $2,341 $32 $92,612 ======= ====== === ======= Held to Maturity: FHLMC pass-through certificates $ 972 $ 58 $ 1,030 FNMA pass-through certificates 3,054 86 3,140 Collateralized mortgage obligations 2,398 4 $ 2 2,400 ------ ------ --- ------- Total $6,424 $ 148 $ 2 $ 6,570 ====== ====== === ======= September 30, 2002 -------------------------------------------------------- Gross Gross Amortized Unrealized Unrealized Approximate Cost Gain Loss Fair Value --------- ---------- ---------- ----------- Available for Sale: FHLMC pass-through certificates $ 4,986 $ 275 $ 5,261 FNMA pass-through certificates 13,009 454 13,463 GNMA pass-through certificates 32,407 1,214 33,621 Collateralized mortgage obligations 32,884 449 $4 33,329 ------ ------ -- ------- Total $83,286 $2,392 $4 $85,674 ======= ====== == ======= Held to Maturity: FHLMC pass-through certificates $1,433 $ 77 $1,510 FNMA pass-through certificates 3,574 96 3,670 Collateralized mortgage obligations 3,848 62 3,910 ------ ------ ------- Total $8,855 $ 235 $ 9,090 ====== ====== ======= -6- 4. LOANS RECEIVABLE Loans receivable consist of the following: December 31 September 30 2002 2002 ------------- --------------- Real estate loans: Single-family $173,780 $173,736 Construction and land 31,534 28,292 Multi-family and commercial 59,792 60,379 Home equity and lines of credit 27,868 27,595 Consumer loans 1,246 1,202 Commercial loans 11,510 11,919 -------- -------- Total loans 305,730 303,123 Loans in process (11,186) (11,384) Allowance for loan losses (2,530) (2,358) Deferred loan fees (562) (605) -------- -------- Loans receivable - net $291,452 $288,776 ======== ======== The following is an analysis of the allowance for loan losses: Three Months Ended December 31 ---------------------- 2002 2001 ---- ---- Balance beginning of period $2,358 $2,181 Provisions charged to income 195 135 Charge-offs (31) (15) Recoveries 8 ------ ------ Total $2,530 $2,301 ====== ====== At December 31, 2002 and September 30, 2002, non-performing loans (which include loans in excess of 90 days delinquent) amounted to approximately $3,815 and $5,138, respectively. At December 31, 2002, non-performing loans primarily consisted of single-family residential mortgage loans aggregating $1.4 million and three commercial real estate loans totaling $2.4 million. 5. DEPOSITS Deposits consist of the following major classifications: December 31 September 30 2002 2002 ------------------ ------------------ Amount Percent Amount Percent ------ ------- ------ ------- Non-interest bearing $ 13,849 4.1% $ 10,094 3.1% NOW 57,325 17.0 54,048 16.3 Passbook 41,307 12.2 41,659 12.6 Money market demand 50,230 14.8 48,722 14.7 Certificates of deposit 175,663 51.9 176,242 53.3 -------- ----- -------- ----- Total $338,374 100.0% $330,765 100.0% ======== ===== ======== ===== -7- 6. EARNINGS PER SHARE Basic net income per share is based upon the weighted average number of common shares outstanding, while diluted net income per share is based upon the weighted average number of common share outstanding and common share equivalents that would arise from the exercise of dilutive securities. All dilutive shares consist of options the exercise price of which is lower than the market price of the common stock covered thereby at the dates presented. The calculated basic and diluted earnings per share ("EPS") is as follows: Three Months Ended December 31 ----------------------- 2002 2001 --------- --------- Numerator $781 $653 Denominators: Basic shares outstanding 1,906,521 1,909,276 Effect of dilutive securities 111,212 105,221 --------- --------- Dilutive shares outstanding 2,017,733 2,014,497 ========= ========= Earnings per share: Basic $0.41 $0.34 Diluted $0.39 $0.32 7. RECENT ACCOUNTING PRONOUNCEMENTS In December 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 148, "Accounting for Stock-Based Compensation --Transition and Disclosure, an amendment of FASB Statement No. 123." SFAS No. 148 amends SFAS No. 123 to provide alternative methods of transition in connection with a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. This statement is effective for financial statements for fiscal years ending after December 15, 2002. The Company is required to adopt certain disclosure provisions for interim periods beginning after December 15, 2002. In November 2002, the Financial Accounting Standards Board issued FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others." This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. This Interpretation also incorporates, without change, the guidance in FASB Interpretation No. 34, "Disclosure of Indirect Guarantees of Indebtedness of Others," which is being superseded. The initial recognition and initial measurement provisions of this Interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor's fiscal year-end. The disclosure requirements in this Interpretation are effective for financial statements of interim or annual periods ending after December 15, 2002. The Company currently has no guarantees that would be required to be recognized, measured or disclosed under this Interpretation. -8- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS In addition to historical information, this Quarterly Report on Form 10-Q includes certain "forward-looking statements" based on management's current expectations. The Company's actual results could differ materially, as defined in the Securities Act of 1933 and the Securities Exchange Act of 1934, from management's expectations. Such forward-looking statements include statements regarding management's current intentions, beliefs or expectations as well as the assumptions on which such statements are based. These forward-looking statements are subject to significant business, economic and competitive uncertainties and contingencies, many of which are not subject to the Company's control. Stockholders and potential stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Factors that could cause future results to vary from current management expectations include, but are not limited to, general economic conditions, legislative and regulatory changes, monetary and fiscal policies of the federal government, changes in tax policies, rates and regulations of federal, state and local tax authorities, changes in interest rates, deposit flows, the cost of funds, demand for loan products, demand for financial services, competition, changes in the quality or composition of the Company's loan and investment portfolios, changes in accounting principles, policies or guidelines, availability and cost of energy resources and other economic, competitive, governmental and technological factors affecting the Company's operations, markets, products, services and fees. The Company undertakes no obligation to update or revise any forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results that occur subsequent to the date such forward-looking statements are made. COMPARISON OF FINANCIAL CONDITION AT DECEMBER 31, 2002 AND SEPTEMBER 30, 2002 Total assets of the Company increased $9.0 million or 1.7% from $518.3 million at September 30, 2002 to $527.4 million at December 31, 2002. The growth was due mainly to increases in cash and cash equivalents of $5.5 million, or 22.3%, mortgage-related securities available for sale of $6.9 million, or 8.1%, partially offset by a decrease in investment securities available for sale of $4.5 million, or 5.6% and mortgage-related securities held to maturity of $2.4 million, or 27.4%. The increase in cash and cash equivalents was mainly attributed to the inflow of cash repayments from loan refinancings and investment securities as well as accelerated prepayments of the mortgage-related securities portfolio. The asset growth was funded by increased deposits. Deposits increased $7.6 million or 2.3% from $330.8 million at September 30, 2002 to $338.4 million at December 31, 2002. The increase resulted from increases of $8.2 million or 5.3% in core deposits (which consist of passbook, money market, NOW and non-interest bearing accounts) reflecting the Company's emphasis on commercial business accounts and related non-interest bearing checking accounts. In addition, the increases in the money market demand accounts were also due to the continued uncertain climate in the equities market. Stockholders' equity decreased $45,000 to $32.8 million primarily due to a decrease in the accumulated other comprehensive income of $640,000 and dividends paid of $201,000 partially offset by net income of $781,000. -9- COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001 NET INCOME. - ----------- Net income was $781,000 for the three months ended December 31, 2002 as compared to $653,000 for the same period in 2001. The $128,000 or 19.6% increase in net income for the three months ended December 31, 2002 was primarily due to a $331,000 increase in net interest income after provision for loan losses and a $156,000 increase in non-interest income partially offset by a $255,000 increase in non-interest expense and a $104,000 increase in income tax expense. NET INTEREST INCOME. - -------------------- Net interest income increased $391,000, or 12.5%, to $3.5 million for the three months ended December 31, 2002 as compared to the same period in 2001. The increase was primarily due to a $931,000, or 20.1%, decrease in interest expense which was partially offset by a $540,000, or 7.0%, decrease in interest income as compared to the 2001 period. The $540,000 decrease in interest income was primarily due to a 67 basis point (on a fully tax equivalent basis) decrease in the weighted yield earned on the Company's interest-earning assets, partially offset by a $16.3 million, or 3.5%, increase in the average balance of such assets. The $931,000 decrease in interest expense was primarily due to a 94 basis point decrease in the weighted average rate paid on interest-bearing liabilities offset, in part, by an increase of $13.8 million, or .1%, in the average balance of such liabilities for the three months ended December 31, 2002, as compared to the same period in 2001. The interest rate spread and net interest margin, on a fully tax equivalent basis, were 2.79% and 2.98%, respectively, for the three months ended December 31, 2002 as compared to 2.51% and 2.74%, respectively, for the same period in 2001. Management anticipates that the net interest margin will continue to compress as assets continue to reprice downward with the continued historically low interest levels without a corresponding decrease in rates paid. PROVISION FOR LOAN LOSSES. - -------------------------- Provisions for loan losses are charged to earnings to maintain the total allowance for loan losses at a level believed by management to cover all known and inherent losses in the loan portfolio which are both probable and reasonably estimable. Management's analysis includes consideration of the Company's historical experience, the volume and type of lending conducted by the Company, the amount of the Company's classified assets, the status of past due principal and interest payments, general economic conditions, particularly as they relate to the amount of the Company's primary market area, and other factors related to the collectibility of the Company's loan and loans held for sale portfolios. For the three months ended December 31, 2002 and 2001, the provision for loan losses amounted to $195,000 and $135,000, respectively. At December 31, 2002, non-performing assets totaled $4.1 million or .77% of total assets, a decrease of $1.3 million from September 30, 2002. The decrease in non-performing assets was due to a commercial real estate loan returning to current status. The Company's coverage ratio, which is the ratio of the allowance for loan losses to non-performing assets, was 62.5% and 43.8% at December 31, 2002 and September 30, 2002, respectively. Included in non-performing assets are three commercial real estate loans totaling $2.4 million. The Bank owns a 25% participation interest in two loans totaling $1.9 million which consist of loans secured by an 18-hole golf course and a golf house located in Avondale, Pennsylvania. The golf facility is fully operational and continues to generate revenues. However, in connection with the operations of the facility, the Company has incurred its representative share of expenses totaling of approximately $133,000 for the three months ended December 31, 2002. Management believes that the Company will continue to incur expenses in the upcoming quarters in connection with the operation of the golf facility. The other participating loan of $495,000, which represents a 25% participating interest, is secured by a partially completed storage facility in Clifton Heights, Pennsylvania. The lead lender on all three loans is in the process of foreclosing on the loans. Based on recent appraisals and other factors, management presently believes the Bank has provided adequate reserves for these properties. However, there can be no assurances that additions to such reserves will not be necessary in future periods. -10- Management continues to review its loan portfolio to determine the extent, if any, to which further additional loss provisions may be deemed necessary. There can be no assurance that the allowance for losses will be adequate to cover losses which may in fact be realized in the future and that additional provisions for losses will not be required. NON-INTEREST INCOME. - -------------------- Non-interest income increased $156,000 or 34.1% to $614,000 for the three months ended December 31, 2002 as compared to the same period in 2001. The increase for the three months ended December 31, 2002 was primarily due to a $124,000 increase on the gain on sale of loans resulting from the considerable increase in the amount of single-family residential loans being originated and sold into the secondary market. However, there can be no assurances the Company will continue to sell loans at the current volume due to the possibility of interest rate increases and a slowdown in the refinancing activity. In addition, the increase in non-interest income was due to a $31,000 increase on the gain on sale of investment securities compared to the same period in the prior year. OPERATING EXPENSES. - ------------------- Operating expenses increased $255,000 or 9.6% during the three months ended December 31, 2002 compared to the same period in 2001. The increase was primarily due to a $77,000 increase in salaries and employee benefits, a $27,000 increase in data processing and a $144,000 increase in other non-interest expenses, partially offset by a $24,000 decrease in occupancy and equipment expenses. The increase in salary and employee benefits reflected normal increases, the hiring of additional personnel and higher employee benefit costs. The increase in other non-interest expense was primarily due to expenses related to the workout of the three non-performing commercial real estate loans as previously discussed. INCOME TAX EXPENSE. - ------------------- Income tax expense increased $104,000 to $224,000 during the three months ended December 31, 2002 as compared to the same period in 2001. The increases were the result of increases in income before income taxes as compared to the same periods in 2001. CRITICAL ACCOUNTING POLICIES. - ----------------------------- The Company has identified the evaluation of the allowance for loan losses as a critical accounting policy where amounts are sensitive to material variation. This policy is significantly affected by management judgment and uncertainties and there is a likelihood that materially different amounts would be reported under different, but reasonably plausible, conditions or assumptions. Management carefully monitors the credit quality of the loan portfolio and makes estimates about the amount of credit losses that have been incurred at each financial statement date. Management evaluates the fair value of collateral supporting the impaired loans using independent appraisals and other measures of fair value. This process involves subjective judgments and assumptions and is subject to change based on factors that may be outside the control of the Company. -11- LIQUIDITY AND CAPITAL RESOURCES. - -------------------------------- The Company's liquidity, represented by cash and cash equivalents, is a product of its operating, investing and financing activities. The Company's primary sources of funds are deposits, amortization, prepayment and maturities of outstanding loans and mortgage-related securities, sales of loans, maturities of investment securities and other short-term investments, borrowing and funds provided from operations. While scheduled payments from the amortization of loans and mortgage-related securities and maturing investment securities and short-term investments are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. In addition, the Company invests excess funds in overnight deposits and other short-term interest-earning assets which provide liquidity to meet lending requirements. The Company has been able to generate sufficient cash through its deposits as well as borrowings to satisfy its funding commitments. At December 31, 2002, the Company had short-term borrowings (due within one year or currently callable by the FHLB) outstanding of $101.4 million, all of which consisted of advances from the FHLB of Pittsburgh. Liquidity management is both a daily and long-term function of business management. Excess liquidity is generally invested in short-term investments such as overnight deposits. On a longer term basis, the Company maintains a strategy of investing in various lending products, mortgage-related securities and investment securities. The Company uses its sources of funds primarily to meet its ongoing commitments, to fund maturing certificates of deposit and savings withdrawals, fund loan commitments and maintain a portfolio of mortgage-related and investment securities. At December 31, 2002, total approved loan commitments outstanding amounted to $9.7 million, not including loans in process. At the same date, commitments under unused lines of credit amounted to $19.6 million. Certificates of deposit scheduled to mature in one year or less at December 31, 2002 totaled $111.9 million. Based upon its historical experience, management believes that a significant portion of maturing deposits will remain with the Company. As of December 31, 2002, the Bank had regulatory capital which was in excess of applicable requirements. The Bank is required under applicable federal banking regulations to maintain tangible capital equal to at least 1.5% of its adjusted total assets, core capital equal to at least 4.0% of its adjusted total assets and total capital to at least 8.0% of its risk-weighted assets. At December 31, 2002, the Bank had tangible capital and core capital equal to 8.2% of adjusted total assets and total capital equal to 16.6% of risk-weighted assets. IMPACT OF INFLATION AND CHANGING PRICES. - ---------------------------------------- The Consolidated Financial Statements of the Company and related notes presented herein have been prepared in accordance with generally accepted accounting principles which requires the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, substantially all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution's performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the price of goods and services, since such prices are affected by inflation to a larger extent than interest rates. In the current interest rate environment, liquidity and the maturity structure of the Company's assets and liabilities are critical to the maintenance of acceptable performance levels. -12- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES DISCLOSURES ABOUT MARKET RISK For a discussion of the Company's asset and liability management policies, see "Management's Discussion and Analysis of Financial Condition and Results of Operation" in the Company's Annual Report for the year ended September 30, 2002. The Company utilizes reports prepared by the Office of Thrift Supervision ("OTS") to measure interest rate risk. Using data from the Bank's quarterly thrift financial reports, the OTS models the net portfolio value ("NPV") of the Bank over a variety of interest rate scenarios. The NPV is defined as the present value of expected cash flows from existing assets less the present value of expected cash flows from existing liabilities plus the present value of net expected cash inflows from existing off-balance sheet contracts. The model assumes instantaneous, parallel shifts in the U.S. Treasury Securities yield curve of 100 to 300 basis points, either up or down, and in 100 basis point increments. The interest rate risk measures used by the OTS include an "Exposure Measure" or "Post-Shock" NPV ratio and a "Sensitivity Measure". The "Post-Shock" NPV ratio is the net present value as a percentage of assets over the various yield curve shifts. A low "Post-Shock" NPV ratio indicates greater exposure to interest rate risk and can result from a low initial NPV ratio or high sensitivity to changes in interest rates. The "Sensitivity Measure" is the decline in the NPV ratio, in basis points, caused by a 2% increase or decrease in rates, whichever produces a larger decline. The following sets forth the Bank's NPV as of December 31, 2002. Net Portfolio Value (Dollars in thousands) ------------------------------------------------------------------------------------------------------------ Changes in Net Rates in Dollar Percentage Portfolio Value As Change in Basis Points Amount Change Change a % of Assets Percentage (1) ------------------------------------------------------------------------------------------------------------ 300 $31,374 $(11,122) (26.17)% 6.14% (20.16)% 200 35,738 (6,758) (15.90) 6.84 (12.87) 100 41,035 (1,461) (3.44) 7.69 (1.91) 0 42,496 7.85 (100) 37,757 (4,739) (11.15) 6.93 (11.72) (1) Based on the portfolio value of the Bank's assets in the base case scenario As of December 31, 2002, the Company's NPV was $42.5 million or 7.85% of the market value of assets. Following a 200 basis point increase in interest rates, the Company's "post shock" NPV was $35.7 million or 6.84% of the market value of assets. The change in the NPV ratio or the Company's sensitivity measure was (1.01)%. -13- ITEM 4. CONTROLS AND PROCEDURES QUARTERLY EVALUATION OF THE COMPANY'S DISCLOSURE CONTROLS AND INTERNAL CONTROLS. Within the 90 days prior to the date of this Quarterly Report on Form 10-Q, the Company evaluated the effectiveness of the design and operation of its "disclosure controls and procedures" ("Disclosure Controls") in accordance with the provisions of Rules 13a-14 and 13a-15 of the Securities Exchange Act of 1934 (the "Exchange Act"). This evaluation ("Controls Evaluation") was done under the supervision and with the participation of management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"). Disclosure Controls are the Company's controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files under the Exchange Act is accumulated and communicated to the Company's management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS. The Company's management, including the CEO and CFO, does not expect that its Disclosure Controls or its "internal controls and procedures for financial reporting" ("Internal Controls") will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. CONCLUSIONS. Based upon the Controls Evaluation, the CEO and CFO have concluded that, subject to the limitations noted above, the Disclosure Controls are effective to timely alert management to material information relating to the Company, including its consolidated subsidiaries, during the period for which its periodic reports are being prepared. In accord with SEC requirements, the CEO and CFO note that, since the date of the Controls Evaluation to the date of this Quarterly Report, there have been no significant changes in Internal Controls or in other factors that could significantly affect Internal Controls, including any corrective actions with regard to significant deficiencies and material weaknesses. -14- PART II Item 1. Legal Proceedings ----------------- No material changes in the legal proceedings previously disclosed in section Item 3 of the Company's Annual Report on Form 10-K for the year ended September 30, 2002. Item 2. Changes in Securities and Use of Proceeds ----------------------------------------- Not applicable Item 3. Defaults Upon Senior Securities ------------------------------- Not applicable Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- On January 22, 2003, the Annual Meeting of Stockholders of the Company was held to elect management's nominees for director and to ratify the appointment of the Company's independent auditors. No other nominations for directors were submitted. With respect to the election of directors, the results were as follows: Votes ---------------------------- Nominee For Withheld ------- ---------- -------- Donald S. Guthrie 1,793,089 31,544 Edmund Jones 1,786,727 37,906 With respect to the ratification of Deloitte & Touche LLP as the Company's independent auditors for the fiscal year ending September 30, 2003, the results were as follows: 1,824,033 votes for, 598 votes against and 2 votes abstaining. Item 5. Other Information ----------------- None Item 6. Exhibits and Reports on Form 8-K Exhibit Description ------- ----------- 99.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) -15- 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. FIRST KEYSTONE FINANCIAL, INC. Date: February 14, 2003 By: /s/ Donald S. Guthrie ----------------------------------- Donald S. Guthrie Chairman and Chief Executive Officer Date: February 14, 2003 By: /s/ Thomas M. Kelly ------------------------- Thomas M. Kelly President and Chief Financial Officer -16- CERTIFICATION I, Donald S. Guthrie, Chairman of the Board and Chief Executive Officer of First Keystone Financial, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-Q of First Keystone Financial, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: February 14, 2003 /s/ Donald S. Guthrie -------------------------- Donald S. Guthrie Chairman of the Board and Chief Executive Officer -17- CERTIFICATION I, Thomas M. Kelly, President and Chief Financial Officer of First Keystone Financial, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-Q of First Keystone Financial, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: February 14, 2003 /s/ Thomas M. Kelly ----------------------------------- Thomas M. Kelly President and Chief Financial Officer -18-