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, 2004 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 accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [X] Number of shares of Common Stock outstanding as of February 8, 2005: 1,972,984 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, 2004 and September 30, 2004 1 Unaudited Consolidated Statements of Income for the Three Months Ended December 31, 2004 and 2003 2 Unaudited Consolidated Statement of Changes in Stockholders' Equity for the Three Months Ended December 31, 2004 3 Unaudited Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2004 and 2003 4 Notes to Unaudited Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3. Quantitative and Qualitative Disclosures About Market Risk 17 Item 4. Controls and Procedures 17 PART II OTHER INFORMATION Item 1. Legal Proceedings 18 Item 2. Changes in Securities, Unregistered Sales of Equity Securities and Use of Proceeds 18 Item 3. Defaults Upon Senior Securities 18 Item 4. Submission of Matters to a Vote of Security Holders 18 Item 5. Other Information 19 Item 6. Exhibits 19 SIGNATURES 21 -i- FIRST KEYSTONE FINANCIAL, INC. UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (dollars in thousands) December 31 September 30 ASSETS 2004 2004 --------- --------- Cash and amounts due from depository institutions $ 3,759 $ 5,185 Interest-bearing deposits with depository institutions 14,331 12,790 --------- --------- Total cash and cash equivalents 18,090 17,975 Investment securities available for sale 48,906 63,615 Mortgage-related securities available for sale 99,385 97,620 Loans held for sale -- 172 Investment securities held to maturity - at amortized cost (approximate fair value of $5,338 at December 31, 2004 and $5,370 at September 30, 2004) 5,281 5,287 Mortgage-related securities held to maturity - at amortized cost (approximate fair value of $54,268 at December 31, 2004 and $37,312 at September 30, 2004) 54,512 37,363 Loans receivable (net of allowance for loan loss of $2,063 and $2,039 at December 31, 2004 and September 30, 2004, respectively) 304,413 304,248 Accrued interest receivable 2,463 2,577 Real estate owned 1,200 1,229 Federal Home Loan Bank stock at cost 9,880 9,827 Office properties and equipment, net 5,005 4,275 Deferred income taxes 835 657 Cash surrender value of life insurance 16,370 16,110 Prepaid expenses and other assets 2,541 10,964 --------- --------- TOTAL ASSETS $ 568,881 $ 571,919 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits $ 343,014 $ 344,880 Advances from Federal Home Loan Bank and other borrowings 168,343 171,149 Junior subordinated debentures 21,547 21,557 Accrued interest payable 1,071 1,095 Advances from borrowers for taxes and insurance 1,903 815 Accounts payable and accrued expenses 3,342 2,725 --------- --------- Total liabilities 539,220 542,221 --------- --------- Commitments and contingencies 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 2,712,556 shares; outstanding at December 31, 2004 and September 30, 2004, 1,930,754 and 1,927,744 shares, respectively 14 14 Additional paid-in capital 13,621 13,622 Employee stock ownership plan (3,254) (3,189) Treasury stock at cost: 781,802 shares at December 31, 2004 and 787,219 shares at September 30, 2004 (11,867) (11,913) Accumulated other comprehensive income 1,389 1,734 Retained earnings - partially restricted 29,758 29,430 --------- --------- Total stockholders' equity 29,661 29,698 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 568,881 $ 571,919 ========= ========= See notes to unaudited consolidated financial statements. -1- FIRST KEYSTONE FINANCIAL, INC. UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Three months ended December 31 ------------------ 2004 2003 ------ ------ INTEREST INCOME: Interest and fees on loans $4,463 $4,445 Interest and dividends on: Mortgage-related securities 1,402 1,229 Investment securities: Taxable 435 639 Tax-exempt 208 241 Dividends 86 64 Interest-bearing deposits 41 18 ------ ------ Total interest income 6,635 6,636 ------ ------ INTEREST EXPENSE: Interest on: Deposits 1,453 1,588 Federal Home Loan Bank advances and other borrowings 1,928 1,739 Junior subordinated debentures 434 413 ------ ------ Total interest expense 3,815 3,740 ------ ------ NET INTEREST INCOME 2,820 2,896 PROVISION FOR LOAN LOSSES 45 75 ------ ------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,775 2,821 ------ ------ NON-INTEREST INCOME: Service charges and other fees 420 267 Net gain on sales of: Loans held for sale 19 7 Investment securities 75 405 Increase in cash surrender value of insurance 260 273 Other income 125 112 ------ ------ Total non-interest income 899 1,064 ------ ------ NON-INTEREST EXPENSE: Salaries and employee benefits 1,530 1,530 Occupancy and equipment 362 305 Professional fees 245 231 Federal deposit insurance premium 13 13 Data processing 128 111 Advertising 96 98 Net cost of operation of real estate owned 2 87 Deposit processing 162 155 Other 508 403 ------ ------ Total non-interest expense 3,046 2,933 ------ ------ INCOME BEFORE INCOME TAX EXPENSE 628 952 INCOME TAX EXPENSE 105 209 ------ ------ NET INCOME $ 523 $ 743 ====== ====== BASIC EARNINGS PER COMMON SHARE $ 0.29 $ 0.40 ====== ====== DILUTED EARNINGS PER COMMON SHARE $ 0.28 $ 0.37 ====== ====== See notes to unaudited consolidated financial statements. -2- FIRST KEYSTONE FINANCIAL, INC. UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (dollars in thousands) Employee Accumulated Retained Additional stock other earnings- Total Common paid-in ownership Treasury comprehensive partially stockholders' stock capital plan stock income restricted equity ----- ------- ---- ----- ------ ---------- ------ BALANCE AT OCTOBER 1, 2004 $14 $13,622 $(3,189) $(11,913) $1,734 $29,430 $29,698 Net income 523 523 Other comprehensive income, net of tax: Net unrealized loss on securities net of reclassification adjustment(1) (345) (345) ------ ------- Comprehensive income 178 ------- ESOP stock committed to be released 7 7 Common stock acquired by stock benefit plan (72) (72) Excess of fair value above cost of ESOP shares committed to be released 9 9 Exercise of stock options (10) 46 36 Dividends paid (195) (195) --- ------- ------- -------- ------ ------- ------- BALANCE AT DECEMBER 31, 2004 $14 $13,621 $(3,254) $(11,867) $1,389 $29,758 $29,661 === ======= ======= ======== ====== ======= ======= (1) Disclosure of reclassification amount, net of tax for the three months ended December 31, 2004: Net unrealized depreciation arising during the period $(395) Less: reclassification adjustment for net gains included in net income (net of tax $25) 50 ------ Net unrealized loss on securities $(345) ===== See notes to unaudited consolidated financial statements. -3- FIRST KEYSTONE FINANCIAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (dollars in thousands) Three months ended December 31 ----------- 2004 2003 -------- -------- OPERATING ACTIVITIES: Net income $ 523 $ 743 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Provision for depreciation and amortization 125 109 Amortization of premiums and discounts 75 22 Increase in cash surrender value of life insurance (260) (279) Gain on sales of: Loans held for sale (19) (7) Investment securities available for sale (75) (405) Provision for loan losses 45 75 Amortization of ESOP 16 130 Changes in assets and liabilities which provided (used) cash: Origination of loans held for sale (2,722) (1,923) Loans sold in the secondary market 2,894 1,988 Accrued interest receivable 114 (92) Prepaid expenses and other assets 8,423 1,086 Accrued interest payable (24) (61) Accrued expenses 617 (1,201) -------- -------- Net cash provided by operating activities 9,732 185 -------- -------- INVESTING ACTIVITIES: Loans originated (28,351) (27,122) Purchases of: Mortgage-related securities available for sale (8,256) (7,060) Investment securities available for sale (1,673) -- Mortgage-related securities held to maturity (18,591) (11,951) Redemption (purchase) of FHLB stock (53) 20 Insurance proceeds on real estate owned 29 -- Proceeds from sales of investment securities 16,075 2,204 Principal collected on loans 28,183 26,860 Proceeds from maturities, calls, or repayments of: Investment securities available for sale 201 2,295 Mortgage-related securities available for sale 6,072 11,112 Mortgage-related securities held to maturity 1,417 360 Purchase of property and equipment (855) (230) -------- -------- Net cash used in investing activities (5,802) (3,512) -------- -------- FINANCING ACTIVITIES: Net decrease in deposit accounts (1,866) (15,905) Net (decrease) increase in FHLB advances (2,806) 13,836 Net increase in advances from borrowers for taxes and insurance 1,088 986 Exercise of stock options 36 71 Purchase of treasury stock -- (1,044) Common stock acquired by ESOP (72) -- Cash dividend (195) (208) -------- -------- Net cash used in financing activities (3,815) (2,264) -------- -------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 115 (5,591) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 17,975 21,190 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 18,090 $ 15,599 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION: Cash payments for interest on deposits and borrowings $ 3,839 $ 3,801 Transfer of loans held for sale to loan portfolio -- 4,186 Cash refund of income taxes (255) -- See notes to unaudited consolidated financial statements. -4- FIRST KEYSTONE FINANCIAL, INC. 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, 2004 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2005 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 First Keystone Financial, Inc. (the "Company") Annual Report on Form 10-K for the year ended September 30, 2004. 2. INVESTMENT SECURITIES The amortized cost and approximate fair value of investment securities available for sale and held to maturity, by contractual maturities, are as follows: December 31, 2004 ----------------- Gross Gross Amortized Unrealized Unrealized Approximate Cost Gain Loss Fair Value ---- ---- ---- ---------- Available for Sale: U.S. Government and agency bonds: Less than 1 year $ 1,695 $ -- $ (8) $ 1,687 Municipal obligations 5 to 10 years 130 5 -- 135 Over 10 years 11,836 392 -- 12,228 Corporate bonds Less than 1 year 1,000 29 -- 1,029 1 to 5 years 3,021 182 -- 3,203 5 to 10 years 2,000 -- (7) 1,993 Over 10 years 6,005 182 (2) 6,185 Asset-backed securities 1 to 5 years 988 6 -- 994 Mutual funds 14,009 -- (252) 13,757 Preferred stocks 3,900 -- (225) 3,675 Other equity investments 1,755 2,265 -- 4,020 ------- ------- ------- ------- Total $46,339 $ 3,061 $ (494) $48,906 ======= ======= ======= ======= Held to Maturity: Municipal obligations 5 to 10 years $ 3,259 $ 44 $ -- $ 3,303 Corporate bonds Less than 1 year 1,001 8 -- 1,009 1 to 5 years 1,021 5 -- 1,026 ------- ------- ------- ------- Total $ 5,281 $ 57 $ -- $ 5,338 ======= ======= ======= ======= -5- Provided below is a summary of investment securities available for sale and held to maturity which were in an unrealized loss position at December 31, 2004. Loss Position Loss Position Less than 12 12 Months or Months Longer Total ------ ------ ----- Unrealized Unrealized Unrealized Fair Value Losses Fair Value Losses Fair Value Losses ---------- ------ ---------- ------ ---------- ------ U.S. Government and agency bonds $ 1,687 $ (8) $ -- $ -- $ 1,687 $ (8) Corporate bonds 3,115 (9) -- -- 3,115 (9) Mutual fund -- -- 13,757 (252) 13,757 (252) Preferred securities 3,656 (225) -- -- 3,656 (225) -------- -------- -------- -------- -------- -------- Total $ 8,458 $ (242) $ 13,757 $ (252) $ 22,215 $ (494) ======== ======== ======== ======== ======== ======== At December 31, 2004, investment securities in a gross unrealized loss position for twelve months or longer consisted of shares in mutual funds that at such date had an aggregate depreciation of 1.8% from the Company's amortized cost basis. Management believes that the estimated fair value of the securities disclosed above is primarily dependent upon the movement in market interest rates. The Company has the ability and intent to hold these securities until the anticipated recovery of fair value occurs. Management does not believe any individual unrealized loss as of December 31, 2004 represents an other-than-temporary impairment. September 30, 2004 ------------------ Gross Gross Amortized Unrealized Unrealized Approximate Cost Gain Loss Fair Value ---- ---- ---- ---------- Available for Sale: U.S. Government and agency bonds 1 to 5 years $14,694 $ -- $ (199) $14,495 Municipal obligations 5 to 10 years 130 6 -- 136 Over 10 years 11,833 412 -- 12,245 Corporate bonds Less than 1 year 1,000 43 -- 1,043 1 to 5 years 4,968 479 -- 5,447 5 to 10 years 2,000 -- (5) 1,995 Over 10 years 5,341 248 -- 5,589 Asset-backed securities 1 to 5 years 1,189 8 -- 1,197 Mutual funds Over 10 years 14,009 -- (205) 13,804 Preferred stocks 3,900 -- -- 3,900 Other equity investments 1,755 2,009 -- 3,764 ------- ------- ------- ------- Total $60,819 $ 3,205 $ (409) $63,615 ======= ======= ======= ======= Held to Maturity: Municipal obligations 5 to 10 years $ 3,260 $ 50 $ -- $ 3,310 Over 10 years -- -- -- -- Corporate bonds Less than 1 year 1,002 21 -- 1,023 1 to 5 years 1,025 12 -- 1,037 ------- ------- ------- ------- Total $ 5,287 $ 83 $ -- $ 5,370 ======= ======= ======= ======= -6- 3. MORTGAGE-RELATED SECURITIES Mortgage-related securities available for sale and mortgage-related securities held to maturity are summarized as follows: December 31, 2004 ----------------- Gross Gross Amortized Unrealized Unrealized Approximate Cost Gain Loss Fair Value ---- ---- ---- ---------- Available for Sale: FHLMC pass-through certificates $ 5,575 $ 12 $ (64) $ 5,523 FNMA pass-through certificates 44,155 172 (340) 43,987 GNMA pass-through certificates 1,110 23 -- 1,133 Collateralized mortgage obligations 49,008 144 (410) 48,742 ------- ------- ------- ------- Total $99,848 $ 351 $ (814) $99,385 ======= ======= ======= ======= Held to Maturity: FHLMC pass-through certificates $19,788 $ 51 $ (138) $19,701 FNMA pass-through certificates 34,260 53 (212) 34,101 Collateralized mortgage obligations 464 2 -- 466 ------- ------- ------- ------- Total $54,512 $ 106 $ (350) $54,268 ======= ======= ======= ======= Provided below is a summary of mortgage-related securities available for sale and held to maturity which were in an unrealized loss position at December 31, 2004. Loss Position Loss Position Less than 12 Months 12 Months or Longer Total ------------------- ------------------- ----- Unrealized Unrealized Unrealized Fair Value Losses Fair Value Losses Fair Value Losses ---------- ------ ---------- ------ ---------- ------ Pass-through certificates $ 69,782 $ (583) $ 6,541 $ (171) $ 76,323 $ (754) Collateralized mortgage obligations 21,303 (280) 6,008 (130) 27,311 (410) -------- -------- -------- -------- -------- -------- Total $ 91,085 $ (863) $ 12,549 $ (301) $103,634 $ (1,164) ======== ======== ======== ======== ======== ======== At December 31, 2004, mortgage-related securities in a gross unrealized loss position for twelve months or longer consisted of seven securities that at such date had an aggregate depreciation of 2.4% from the Company's amortized cost basis. Management does not believe any individual unrealized loss as of December 31, 2004 represents an other-than-temporary impairment. The unrealized losses reported for mortgage-related securities relate primarily to securities issued by the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation and private institutions. The majority of the unrealized losses associated with mortgage-related securities are primarily attributable to changes in interest rates and not due to the deterioration of the creditworthiness of the issuer. The Company has the ability and intent to hold these securities until the securities mature. -7- September 30, 2004 --------------------------------------------------- Gross Gross Amortized Unrealized Unrealized Approximate Cost Gain Loss Fair Value ---- ---- ---- ---------- Available for Sale: FHLMC pass-through certificates $ 5,838 $ 15 $ (42) $ 5,811 FNMA pass-through certificates 42,805 259 (203) 42,861 GNMA pass-through certificates 1,250 20 -- 1,270 Collateralized mortgage obligations 47,895 141 (358) 47,678 ------- ------- ------- ------- Total $97,788 $ 435 $ (603) $97,620 ======= ======= ======= ======= Held to Maturity: FHLMC pass-through certificates $16,226 $ 85 $ (101) $16,210 FNMA pass-through certificates 20,613 74 (106) 20,581 Collateralized mortgage obligations 524 -- (3) 521 ------- ------- ------- ------- Total $37,363 $ 159 $ (210) $37,312 ======= ======= ======= ======= 4. LOANS RECEIVABLE Loans receivable consist of the following: December 31 September 30 2004 2004 --------- --------- Real estate loans: Single-family $ 159,259 $ 163,907 Construction and land 39,796 38,078 Multi-family and commercial 64,612 64,509 Home equity and lines of credit 45,412 43,621 Consumer loans 1,417 1,471 Commercial loans 10,826 10,624 --------- --------- Total loans 321,322 322,210 Loans in process (14,759) (15,807) Allowance for loan losses (2,063) (2,039) Deferred loan fees (87) (116) --------- --------- Loans receivable - net $ 304,413 $ 304,248 ========= ========= The following is an analysis of the allowance for loan losses: Three Months Ended December 31 ----------- 2004 2003 ------- ------- Balance beginning of period $ 2,039 $ 1,986 Provisions charged to income 45 75 Charge-offs (21) (83) Recoveries -- 39 ------- ------- Total $ 2,063 $ 2,017 ======= ======= At December 31, 2004 and September 30, 2004, non-performing loans (which include loans in excess of 90 days delinquent) amounted to approximately $2,860 and $2,033, respectively. At December 31, 2004, non-performing loans primarily consisted of single-family residential mortgage loans aggregating $772,000, a $770,000 construction loan and commercial real estate loans totaling $676,000. -8- 5. DEPOSITS Deposits consist of the following major classifications: December 31 September 30 2004 2004 -------- -------- Amount Percent Amount Percent -------- -------- -------- -------- Non-interest bearing $ 19,085 5.6% $ 21,046 6.1% NOW 56,998 16.6 55,864 16.2 Passbook 50,418 14.7 51,371 14.9 Money market demand 52,053 15.2 51,682 15.0 Certificates of deposit 164,460 47.9 164,917 47.8 -------- -------- -------- -------- Total $343,014 100.0% $344,880 100.0% ======== ======== ======== ======== 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 shares 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 end of the periods presented. The calculated basic and diluted earnings per share ("EPS") is as follows: Three Months Ended December 31 ----------- 2004 2003 ---------- ---------- Numerator $ 523 $ 743 Denominators: Basic shares outstanding 1,785,415 1,834,220 Effect of dilutive securities 104,653 153,630 ---------- ---------- Dilutive shares outstanding 1,890,068 1,987,850 ========== ========== Earnings per share: Basic $ 0.29 $ 0.40 Diluted $ 0.28 $ 0.37 -9- 7. STOCK-BASED COMPENSATION The Company currently applies APB Opinion No. 25 in accounting for stock options. Since the exercise price of the options equaled the fair value of the common stock covered thereby at the date of grant, no compensation expense has been recognized in the financial statements. Had the Company determined compensation expense based on the fair value at the grant date for its stock option in accordance with the fair value method set forth in SFAS No. 123, "Accounting for Stock-Based Compensation," the Company's net income and earnings per share would have been reduced to the pro forma amounts indicated below. Three Months Ended December 31, 2004 2003 -------- -------- Net income, as reported $ 523 $ 743 Less: Total stock-based employee compensation expense determined under fair value method for all options, net of tax 4 5 -------- -------- Pro forma net income $ 519 $ 738 ======== ======== Earnings per share: Basic - as reported $ 0.29 $ 0.40 Basic - pro forma $ 0.29 $ 0.40 Diluted - as reported $ 0.28 $ 0.37 Diluted - pro forma $ 0.27 $ 0.37 In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123 (Revised 2004), "Share-Based Payment" (SFAS 123(R)). This Statement revises SFAS No. 123 by eliminating the option to account for employee stock options under APB No. 25 and generally requires companies to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards (the "fair-value-based" method). The Company will adopt SFAS 123(R) on July 1, 2005 and plans to use the modified prospective method. The impact of adopting SFAS 123(R) will be consistent with the impact disclosed above pursuant to the pro forma disclosure requirements of SFAS No. 123. -10- 8. RECENT ACCOUNTING PRONOUNCEMENTS In March 2004, the FASB Emerging Issues Task Force ("EITF") reached a consensus regarding EITF 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments." The consensus provides guidance for evaluating whether an investment is other-than-temporarily impaired and was effective for other-than-temporary impairment evaluations made in reporting periods beginning after June 15, 2004. However, the guidance contained in paragraphs 10-20 of this Issue has been delayed by FASB Staff Position ("FSP") EITF Issue 03-1-1, "Effective Date of Paragraphs 10-20 of EITF Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments," posted September 30, 2004. The delay of the effective date for paragraphs 10-20 will be superseded concurrent with the final issuance of proposed FSP EITF Issue 03-1a, "Implication Guidance for the Application of Paragraph 16 of EITF Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments." The proposed FSP would provide implementation guidance with respect to debt securities that are impaired solely due to interest rates and/or sector spreads and analyzed for other-than-temporary impairment. The disclosures continue to be effective for the Company's consolidated financial statements for fiscal years ending after December 15, 2003, for investments accounted for under SFAS No. 115 and No. 124. For all other investments within the scope of this Issue, the disclosures continue to be effective for fiscal years ending after June 15, 2005. The additional disclosures for cost method investments continue to be effective for fiscal years ending after June 15, 2004. 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 such term is 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. GENERAL First Keystone Financial, Inc. is a Pennsylvania corporation and sole stockholder of First Keystone Bank, a federally chartered stock savings bank (the "Bank"), which converted to the stock form of organization in January 1995. The Bank is a community-oriented bank emphasizing customer service and convenience. The Bank's primary business is attracting deposits from the general public and using those funds together with other available sources of funds, primarily borrowings, to originate loans. The Bank's management remains focused on its long-term strategic plan to continue to shift the Bank's loan composition toward commercial business, construction and home equity loans and lines of credit in order to provide a higher yielding loan portfolio with generally shorter contractual terms. -11- COMPARISON OF FINANCIAL CONDITION AT DECEMBER 31, 2004 AND SEPTEMBER 30, 2004 Total assets of the Company decreased by $3.0 million from $571.9 million at September 30, 2004 to $568.9 million at December 31, 2004. Mortgage-related securities held to maturity increased by $17.1 million from $37.4 million at September 30, 2004 mainly due to implementation of the Company's asset liability strategy of reinvesting the proceeds from the sale of investment securities into the held to maturity portfolio in order to minimize volatility of the Company's equity in the future as market rates of interest increase as expected. Loans receivable increased slightly to $304.4 million at December 31, 2004 as the Company continued to modestly increase its percentage of its portfolio consisting of construction and home equity and lines of credit, partially offset by a decrease in single-family residential loans. Prepaid expenses and other assets decreased $8.4 million due to funds received for settlement of securities sales. Deposits decreased $1.9 million, or 0.55%, from $344.9 million at September 30, 2004 to $343.0 million at December 31, 2004, while borrowings decreased $2.8 million, or 1.6%, from $171.1 million at September 30, 2004. The decrease in deposits resulted from decreases of $1.4 million, or 0.8%, in core deposits (which consist of passbook, money market, NOW and non-interest bearing accounts) combined with decreases of $457,000, or 0.3%, in certificate of deposits. Such declines reflected the effects of competition as local competitors offered higher rates. Stockholders' equity decreased $37,000 to $29.7 million primarily due to the decrease of $345,000 in the accumulated other comprehensive income combined with dividend payments totaling $195,000, partially offset by net income of $523,000. COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003 NET INCOME. Net income was $523,000 for the three months ended December 31, 2004 as compared to $743,000 for the same period in 2003. The $220,000, or 29.6%, decrease in net income for the three months ended December 31, 2004 was primarily due to a $76,000 decrease in net interest income, a $165,000 decrease in non-interest income, and a $113,000 increase in non-interest expense partially offset by a $30,000 decrease in the provision for loan losses and a $104,000 decrease in income tax expense. NET INTEREST INCOME. Net interest income decreased $76,000, or 2.6%, to $2.8 million for the three months ended December 31, 2004 as compared to the same period in 2003. The decrease was primarily due to a $75,000, or 2.0%, increase in interest expense which was primarily due to an increase of $18.2 million, or 3.5%, in the average balance of such liabilities for the three months ended December 31, 2004, as compared to the same period in 2003 partially offset by a four basis point (on a fully tax-equivalent basis) decrease in the weighted average rate paid on interest-bearing liabilities. Interest income remained at the same level as a 17 basis point (on a fully tax-equivalent basis) decrease in the weighted yield earned on the Company's interest-earning assets was offset by a $16.8 million, or 3.2%, increase in the average balance of such assets. The interest rate spread and net interest margin, on a fully tax equivalent basis, were 2.15% and 2.16%, respectively, for the three months ended December 31, 2004 as compared to 2.28% and 2.30%, respectively, for the same period in 2003. Due to the continued repayments during the year, the yield on interest-earning assets decreased to a greater degree than the rates paid on interest-bearing liabilities. The continued rise in short-term interest rates could negatively impact the Company's interest rate margin as shorter term liabilities will reprice faster than the Company's longer term assets. -12- The following table presents the average balances for various categories of assets and liabilities, and income and expense related to those assets and liabilities for the three months ended December 31, 2004 and 2003. The adjustment of tax exempt securities to a tax equivalent yield in the table below may be considered to include non-GAAP financial information. Management believes that it is a common practice in the banking industry to present net interest margin, net interest rate spread and net interest income on a fully tax equivalent basis when a significant proportion of interest-earning assets are tax-free. Therefore, management believes, these measures provide useful information to investors by allowing them to make peer comparisons. AGAAP reconciliation also is included below. FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 DECEMBER 31, 2003 ----------------- ----------------- Average Average Average Yield/ Average Yield/ (Dollars in thousands) Balance Interest Cost(4) Balance Interest Cost(4) ------- -------- ------- ------- -------- ------- Interest-earning assets: Loans receivable(1)(2) $306,002 $4,463 5.83% $290,683 $4,445 6.12% Mortgage-related securities(2) 142,387 1,402 3.94 127,640 1,229 3.85 Investment securities(2) 75,389 813 4.31 90,407 1,040 4.60 Other interest-earning assets 14,037 41 1.17 12,268 18 0.58 -------- ------ -------- ------ Total interest-earning assets 537,815 $6,719 5.00 520,998 $6,732 5.17 -------- ------ -------- ------ Non-interest-earning assets 32,471 36,724 -------- -------- Total assets $570,286 $557,722 ======== ======== Interest-bearing liabilities: Deposits $343,454 $1,453 1.69 $352,429 $1,588 1.80 FHLB advances and other borrowings 170,770 1,928 4.52 143,540 1,739 4.85 Trust preferred securities 21,553 434 8.05 21,590 413 7.65 -------- ------ -------- ------ Total interest-bearing liabilities 535,777 3,815 2.85 517,559 3,740 2.89 -------- ------ -------- ------ Interest rate spread 2.15% 2.28% ====== ====== Non-interest-bearing liabilities 4,903 8,505 -------- -------- Total liabilities 540,680 526,064 Stockholders' equity 29,606 31,658 -------- -------- Total liabilities and stockholders' equity $570,286 $557,722 ======== ======== Net interest-earning assets $2,038 $3,439 ======== ======== Net interest income $2,904 $2,992 ====== ====== Net interest margin(3) 2.16% 2.30% ====== ====== Ratio of average interest-earning assets to average interest-bearing liabilities 100.38% 100.66% ====== ====== - --------------------------- (1) Includes non-accrual loans. (2) Includes assets classified as either available for sale or held for sale. (3) Net interest income divided by interest-earning assets. (4) Presented on a tax-equivalent basis. -13- Although management believes that the above mentioned non-GAAP financial measures enhance investor's understanding of the Company's business and performance, these non-GAAP financials measures should not be considered an alternative to GAAP. The reconciliation of these non-GAAP financials measures from GAAP to non-GAAP is presented below. FOR THE THREE MONTHS ENDED -------------------------- DECEMBER 31, 2004 DECEMBER 31, 2003 ----------------- ----------------- AVERAGE AVERAGE (Dollars in thousands) INTEREST YIELD/COST INTEREST YIELD/COST -------- ---------- -------- ---------- Investment securities - nontaxable $ 729 3.87% $ 944 4.18% Tax equivalent adjustments 84 96 ------ ------ Investment securities - nontaxable to a taxable equivalent yield $ 813 4.31% $1,040 4.60% ====== ====== Net interest income $2,820 $2,896 Tax equivalent adjustment 84 96 ------ ------ Net interest income, tax equivalent $2,904 $2,992 ====== ====== Net interest rate spread, no tax adjustment 2.09% 2.20% Net interest margin, no tax adjustment 2.10% 2.22% 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, 2004 and 2003, the provision for loan losses amounted to $45,000 and $75,000, respectively. The decrease in provision for loan loss was based on the Company's monthly review of the credit quality of its loan portfolio, the net charge-offs during the first quarter of fiscal 2005 and other factors. At December 31, 2004, non-performing assets increased to $4.1 million, or .71%, of total assets, from $3.3 million at September 30, 2004. The increase in non-performing assets was primarily the result of commercial loans totaling $423,000 becoming past due 90 days or more as to principal but still accruing. In addition, subsequent to December 31, 2004, $253,000 in non-performing commercial loans has paid off and a $770,000 non-accrual construction loan has returned to current status. The coverage ratio, which is the ratio of the allowance for loan losses to non-performing loans, was 72.1% and 100.3% at December 31, 2004 and September 30, 2004, respectively. Included in non-performing assets is $1.2 million of real estate owned consisted primarily of a $1.1 commercial real estate property. The Bank owns a 25% participation interest in 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 approximately $75,000 for the three months ended December 31, 2003. Although the agreement of sale has expired, the prospective buyer is operating and incurring the operating costs of the facility under the expired agreement. The lead lender is currently in the process of preparing an agreement extending the term of the original sales agreement. Including in the Company's delinquent loans at December 31, 2004 was a $3.8 million commercial real estate loan to one borrower secured by a restaurant in Chesapeake City, Maryland which was less than 60 days delinquent at such date. The loan as well as a related business line of credit extended to the borrower was classified as special mention due to the borrower's poor payment history and financial condition. -14- 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 decreased $165,000 or 15.5% to $899,000 for the three months ended December 31, 2004 as compared to the same period in 2003. The decrease for the three months ended December 31, 2004 was primarily due to a $330,000 decrease on the gain on sale of investment securities resulting from certain market opportunities which occurred in the prior fiscal year. The decrease in gains on sale was partially offset by a $153,000, or 57.3%, increase in the service charges and other fees mainly due to the implementation of the Overdraft Honor Program, a deposit service provided to the Bank's checking accounts, to enhance the Company's non-interest income. NON-INTEREST EXPENSE. Non-interest expense increased $113,000 or 3.9% during the three months ended December 31, 2004 compared to the same period in 2003. The increase was primarily due to increases of $57,000 and $105,000 in occupancy and equipment and other non-interest expense, respectively, partially offset by an $85,000 decrease in real estate operations. The increase in occupancy and equipment was related to branch expansion which occurred in the fourth quarter of 2004. Other non-interest expense increased due to the implementation of a training program re-affirming the Company's commitment to maximizing customer service as well as increased general administrative expenses. In addition, the increase in non-interest expense also reflected increases of $14,000 and $17,000 in professional fees and data processing expenses, respectively. INCOME TAX EXPENSE. Income tax expense decreased $104,000 to $105,000 during the three months ended December 31, 2004 as compared to the same period in 2003. The decrease reflected the decrease in income before income taxes as compared to the same period in 2003. The effective tax rate decreased to 16.7% for the three months ended December 31, 2004 from 22.9% for the same period in 2003 due to the effect of tax free investments. CRITICAL ACCOUNTING POLICIES. The Company has identified the evaluation of the allowance for loan losses as a critical accounting estimate where amounts are sensitive to material variation. Critical accounting estimates are 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. The allowance for loan losses is considered a critical accounting estimate because there is a large degree of judgment in (i) assigning individual loans to specific risk levels (pass, special mention, substandard, doubtful and loss), (ii) valuing the underlying collateral securing the loans, (iii) determining the appropriate reserve factor to be applied to specific risk levels for criticized and classified loans (special mention, substandard, doubtful and loss) and (iv) determining reserve factors to be applied to pass loans based upon loan type. To the extent that loans change risk levels, collateral values change or reserve factors change, the Company may need to adjust its provision for loan losses which would impact earnings. The determination of the allowance for loan losses requires management to make significant estimates with respect to the amounts and timing of losses and market and economic conditions. Accordingly, a decline in the economy could increase loan delinquencies, foreclosures or repossessions resulting in increased charge-off amounts and the need for additional loan loss allowances in future periods. The Bank will continue to monitor and adjust its allowance for loan losses through the provision for loan losses as economic conditions and other factors dictate. Management reviews the allowance for loan losses and generally on a monthly basis. Although the Bank maintains its allowance for loan losses at levels considered adequate to provide for the inherent risk of loss in its loan portfolio, there can be no assurance that future losses will not exceed estimated amounts or that additional provisions for loan losses will not be required in future periods. In addition, the Bank's determination as to the amount of its allowance for loan losses is subject to review by its primary regulator, the Office of Thrift Supervision (the "OTS"), as part of its examination process, which may result in additional allowances based upon the judgment and review of the OTS. -15- 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, 2004, the Company had short-term borrowings (due within one year or currently callable by the FHLB) outstanding of $167.9 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, 2004, total approved loan commitments outstanding amounted to $15.5 million, not including loans in process. At the same date, commitments under unused lines of credit amounted to $38.4 million. Certificates of deposit scheduled to mature in one year or less at December 31, 2004 totaled $86.2 million. Based upon the Company's historical experience, management believes that a significant portion of maturing deposits will remain with the Company. As of December 31, 2004, 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, 2004, the Bank had tangible capital and core capital equal to 8.3% of adjusted total assets and total capital equal to 15.0% 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. -16- ITEM 3. QUANTITATIVE AND QUALITATIVE 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, 2004. The Company utilizes reports prepared by the 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 up to 300 basis points, and a decline of 100 basis points. 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. As of December 31, 2004, there were no material changes from the information provided in the Annual Report on Form 10-K for the fiscal year ended September 30, 2004 as it relates to market risk. ITEM 4. CONTROLS AND PROCEDURES Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and regulations and are operating in an effective manner. No change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. -17- PART II Item 1. Legal Proceedings No material changes in the legal proceedings previously disclosed in Item 3 of the Company's Form 10-K for the year ended September 30, 2004. Item 2. Changes in Securities, Unregistered Sales of Equity Securities and Use of Proceeds (a) - (b) Not applicable (c) The following table sets forth information with respect to purchases made by or on behalf of the Company of shares of common stock of the Company during the indicated periods. Total Number of Total Average Shares Purchased Maximum Number of Number Price as Part of Shares that May Yet of Shares Paid per Publicly Be Purchased Under Period (1) Purchased Share Announced Plan the Plan ---------- --------- ----- -------------- -------- October 1-31, 2004 -- -- -- 56,332 November 1-30, 2004 -- -- -- 56,332 December 1-31, 2004 -- -- -- 56,332 ------ ------ ------ Total -- -- -- 56,332 ====== ===== ====== ====== - ------------------------- (1) On January 31, 2003, the Company announced its current program to repurchase up to 101,000 of shares of common stock of the Company. The program has no expiration date. No shares were repurchased during the quarter in other than the publicly announced repurchase program. Item 3. Defaults Upon Senior Securities Not applicable Item 4. Submission of Matters to a Vote of Security Holders On January 26, 2005, 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 G. Hosier, Jr. 1,759,357 30,380 Marshall J. Soss 1,758,151 31,587 With respect to the ratification of Deloitte & Touche LLP as the Company's independent auditors for the fiscal year ending September 30, 2005, the results were as follows: 1,779,866 votes for, 9,771 votes against and 101 votes abstaining. -18- Item 5. Other Information (a) None (b) No changes in procedures. Item 6. Exhibits List of Exhibits Exhibit No Description -- ----------- 3.1 Amended and Restated Articles of Incorporation of First Keystone Financial, Inc. 1 3.2 Amended and Restated Bylaws of First Keystone Financial, Inc. 1 4 Specimen Stock Certificate of First Keystone Financial, Inc. 1 10.1 Employee Stock Ownership Plan and Trust of First Keystone Financial, Inc. 1, * 10.2 401(K)/ Profit-sharing Plan of First Keystone Federal Savings Bank 1, * 10.3 Employment Agreement between First Keystone Financial, Inc. and Donald S. Guthrie dated December 1, 2004 3,* 10.4 Employment Agreement between First Keystone Financial, Inc. and Stephen J. Henderson dated December 1, 2004 2 10.5 Employment Agreement between First Keystone Financial, Inc. and Thomas M. Kelly dated December 1, 2004 3,* 10.6 Severance Agreement between First Keystone Financial, Inc. and Elizabeth M. Mulcahy dated December 1, 2004 3,* 10.8 Severance Agreement between First Keystone Financial, Inc. and Carol Walsh dated December 1, 2004 3,* 10.9 1995 Stock Option Plan 4, * 10.10 1995 Recognition and Retention Plan and Trust Agreement 4,* 10.11 1998 Stock Option Plan 5, * 10.12 Employment Agreement between First Keystone Bank and Donald S. Guthrie dated December 1, 2004 3, * 10.13 Employment Agreement between First Keystone Federal Savings Bank and Stephen J. Henderson dated December 1, 2004 2 10.14 Employment Agreement between First Keystone Bank and Thomas M. Kelly dated December 1, 2004 3, * 10.15 Severance Agreement between First Keystone Bank and Elizabeth M. Mulcahy dated December 1, 2004 3, * 10.16 Severance Agreement between First Keystone Bank and Carol Walsh dated December 1, 2004 3, * 10.17 First Keystone Bank Supplemental Executive Retirement Plan 6,* 10.18 Consulting Agreement between First Keystone Bank and Edmund Jones 7,* 11 Statement re: computation of per share earnings. See Note 2 to the Consolidated Financial Statements included in Item 8 hereof. 31.1 Section 302 Certification of Chief Executive Officer 31.2 Section 302 Certification of Chief Financial Officer 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.1 Codes of Ethics 8 -19- - ---------- (1) Incorporated by reference from the Registration Statement Form S-1 (Registration No. 33-84824) filed by the Registrant with the SEC on October 6, 1994, as amended. (2) Incorporated by reference from the Form 10-K filed by the Registrant with the SEC on December 29, 1999 (File No. 000-25328). (3) Incorporated by reference from the Form 8-K filed by the Registrant with the SEC on December 7, 2004 (File No. 000-25328). (4) Incorporated by reference from the Form 10-K filed by the Registrant with SEC on December 29, 1995 (File No. 000-25328). (5) Incorporated from Appendix A of the Registrant's definitive proxy statement dated December 24, 1998 (File No. 000-25328). (6) Incorporated by reference from the Form 10-Q filed by the Registrant with the SEC on May 17, 2004. (7) Incorporated by reference from the Form 10-K filed by the Registrant with the SEC on December 29, 2004. (8) Incorporated by reference from the Form 10-K filed by the Registrant with the SEC on December 23, 2003. (*) Consists of a management contract or compensatory plan -20- 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, 2005 By: /s/ Donald S. Guthrie --------------------------------- Donald S. Guthrie Chairman and Chief Executive Officer Date: February 14, 2005 By: /s/ Rose M. DiMarco --------------------------------- Rose M. DiMarco Chief Financial Officer -21-