UNITED STATES 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, 1999 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: 0-26360 FRANKFORT FIRST BANCORP, INC. - ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 61-1271129 - ---------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 216 West Main Street, Frankfort, Kentucky 40602 - ---------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (502) 223-1638 - ---------------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _____ _____ Indicate the number of shares outstanding of each of the issuer's classes of common stock as of February 9, 2000: 1,320,108 Page 1 of 13 pages page 1 CONTENTS PART I. FINANCIAL INFORMATION PAGE -------------------------------------------------------- Item 1 Consolidated Statements of Financial Condition at December 31, 1999 and June 30, 1999 3 Consolidated Statements of Earnings for the three months and six months ended December 31, 1999 and 1998 4 Consolidated Statements of Cash Flows for the six months ended December 31, 1999 and 1998 5 Notes to Consolidated Financial Statements 6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II. OTHER INFORMATION ----------------- Item 1 Legal Proceedings 12 Item 2 Changes in Securities 12 Item 3 Defaults upon Senior Securities 12 Item 4 Submission of Matters to a Vote of Security Holders 12 Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 12 SIGNATURES 13 - ---------- page 2 FRANKFORT FIRST BANCORP, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (In thousands, except per share data) December 31, June 30, 1999 1999 ASSETS Cash and due from banks $ 836 $ 991 Interest-bearing deposits in other financial institutions 93 1,600 -------- -------- Cash and cash equivalents 929 2,591 Certificates of deposit in other financial institutions 200 200 Investment securities held to maturity - at amortized cost, approximate fair market value of $1,981 and $1,999 as of December 31, 1999 and June 30, 1999 1,985 2,004 Loans receivable - net 135,346 131,639 Office premises and equipment - at depreciated cost 1,491 1,477 Federal Home Loan Bank stock - at cost 1,911 1,621 Accrued interest receivable on loans 361 367 Accrued interest receivable on investments and interest-bearing deposits 46 39 Prepaid expenses and other assets 50 127 Prepaid federal income taxes 227 170 Deferred federal income taxes 51 87 -------- -------- Total assets $142,597 $140,322 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits $ 83,675 $ 86,254 Advances from the Federal Home Loan Bank 36,980 30,878 Other borrowed money -- 284 Advances by borrowers for taxes and insurance 20 308 Accrued interest payable 69 79 Other liabilities 1,302 1,253 -------- -------- Total liabilities 122,046 119,056 Shareholders' equity Preferred stock, 500,000 shares authorized, $.01 par value; no shares issued -- -- Common stock, 3,750,000 shares authorized, $.01 par value; 1,672,443 shares issued 17 17 Additional paid-in capital 5,876 5,876 Retained earnings - restricted 18,259 18,166 Less 227,540 and 173,940 shares of treasury stock - at cost (3,601) (2,793) -------- -------- Total shareholders' equity 20,551 21,266 -------- -------- Total liabilities and shareholders' equity $142,597 $140,322 ======== ======== Book value per share $ 14.22 $ 14.19 ======== ======== page 3 FRANKFORT FIRST BANCORP, INC. CONSOLIDATED STATEMENTS OF EARNINGS (In thousands, except per share data) Six Months Ended Three Months Ended December 31, December 31, --------------------- -------------------- 1999 1998 1999 1998 ---------- --------- -------- -------- Interest income Loans $4,795 $4,696 $2,426 $2,344 Investment securities 46 120 19 50 Interest-bearing deposits and other 90 61 50 34 ------ ------ ------ ------ Total interest income 4,931 4,877 2,495 2,428 Interest expense Deposits 1,920 1,984 958 995 Borrowings 985 842 524 410 ------ ------ ------ ------ Total interest expense 2,905 2,826 1,482 1,405 ------ ------ ------ ------ Net interest income 2,026 2,051 1,013 1,023 Provision for losses on loans -- -- -- -- ------ ------ ------ ------ Net interest income after provision for losses on loans 2,026 2,051 1,013 1,023 Other operating income 23 20 13 10 General, administrative and other expense Employee compensation and benefits 460 413 231 198 Occupancy and equipment 80 76 42 39 Federal deposit insurance premiums 25 24 13 11 Franchise and other taxes 50 63 29 31 Data processing 66 82 32 42 Other operating 162 154 80 84 ------ ------ ------ ------ Total general, administrative and other expense 843 812 427 405 ------ ------ ------ ------ Earnings before income taxes 1,206 1,259 599 628 Federal income taxes Current 374 444 173 213 Deferred 36 (23) 31 (5) ------ ------ ------ ------ Total federal income taxes 410 421 204 208 ------ ------ ------ ------ NET EARNINGS $ 796 $ 838 $ 395 $ 420 ====== ====== ====== ====== Basic Earnings Per Share $ 0.54 $ 0.53 $ 0.27 $ 0.27 ====== ====== ====== ====== Diluted Earnings Per Share $ 0.53 $ 0.52 $ 0.27 $ 0.27 ====== ====== ====== ====== page 4 FRANKFORT FIRST BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the six months ended December 31, (In thousands) 1999 1998 Cash flows from operating activities: Net earnings for the period $ 796 $ 838 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Amortization of discounts and premiums on loans, investments, and mortgage backed securities, net 3 (4) Amortization of deferred loan origination fees (7) (24) Depreciation and amortization 40 36 Federal Home Loan Bank stock dividends (62) (27) Increase (decrease) in cash due to changes in: Accrued interest receivable (1) 40 Prepaid expenses and other assets 77 55 Accrued interest payable (10) -- Other liabilities Federal income taxes 49 5 Current (57) (81) Deferred 36 (23) ------- -------- Net cash provided by operating activities 864 815 Cash flows provided by (used in) investing activities: Purchase of investment securities designated as held to maturity (984) (2,000) Proceeds from maturity of investment securities 1,000 3,000 Purchase of Federal Home Loan Bank stock (228) -- Loan principal repayments 13,436 19,382 Loan disbursements (17,136) (22,472) Purchase of office premises and equipment (54) (35) ------- -------- Net cash used in investing activities (3,966) (2,125) Cash flows provided by (used in) financing activities: Net increase (decrease) in deposit accounts (2,579) 2,249 Proceeds from Federal Home Loan Bank advances 18,550 11,500 Repayment of Federal Home Loan Bank advances (12,448) (10,442) Proceeds from other borrowed money 932 -- Repayment of other borrowed money (1,216) -- Advances by borrowers for taxes and insurance (288) (275) Capital distributions paid on common stock (703) (660) Acquisition of treasury stock (808) (888) ------- -------- Net cash provided by financing activities 1,440 1,484 ------- -------- Net increase (decrease) in cash and cash equivalents (1,662) 174 Cash and cash equivalents at beginning of period 2,591 1,321 ------- -------- Cash and cash equivalents at end of period $ 929 $ 1,495 ======= ======== Supplemental disclosure of cash flow information: Cash paid during the period for: Federal income taxes $ 430 $ 525 ======= ======== Interest on deposits and borrowings $ 2,915 $ 2,842 ======= ======== page 5 FRANKFORT FIRST BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) DECEMBER 31, 1999 AND 1998 (1) BASIS OF PRESENTATIONS The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and therefore do not include all disclosures necessary for a complete presentation of the statements of financial condition, statements of earnings, and statements of cash flows in conformity with generally accepted accounting principles. However, all adjustments which are, in the opinion of management, necessary for the fair presentation of the interim financial statements have been included and all such adjustments are of a normal recurring nature. The results of operations for the six and three month periods ended December 31, 1999 and 1998 are not necessarily indicative of the results which may be expected for the entire year. These financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 1999. (2) PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of Frankfort First Bancorp, Inc. (the Company) and First Federal Savings Bank of Frankfort (the Bank). All significant intercompany items have been eliminated. (3) EARNINGS PER SHARE Basic earnings per share is computed based upon the weighted average common shares outstanding which totaled 1,474,587 and 1,456,338 for the six and three month periods ended December 31, 1999, respectively, and 1,589,104 and 1,565,148 for the six and three month periods ended December 31, 1998, respectively. Diluted earnings per share is computed taking into consideration common shares outstanding and dilutive potential common shares, i.e. the Company's stock option plan. Weighted- average common shares deemed outstanding for purposes of computing diluted earnings per share totaled 1,494,915 and 1,477,878 for the six and three month periods ended December 31, 1999, respectively, and 1,606,759 and 1,585,170 for the six and three month periods ended December 31, 1998, respectively. Incremental shares related to the assumed exercise of stock options included in the calculation of diluted earnings per share totaled 20,328 and 21,540 for the six and three month periods ended December 31, 1999, and 17,655 and 20,022 for the six and three month periods ended December 31, 1998, respectively. (4) EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS Accounting for Derivative Instruments and Hedging Activities. In June, 1998, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," which requires entities to recognize all derivatives in their financial statements as either assets or liabilities measured at fair value. SFAS No. 133 also specifies new methods of accounting for hedging transactions, prescribes the items and transactions that may be hedged, and specifies detailed criteria to be met to qualify for hedge accounting. The definition of a derivative financial instrument is complex, but in general, it is an instrument with one or more underlyings, such as an interest rate or foreign exchange rate, that is applied to a notional amount, such as an amount of currency, to determine the settlement amount(s). It generally requires no significant initial investment and can be settled net or by delivery of an asset that is readily convertible to cash. SFAS No. 133 applies to derivatives embedded in other contracts, unless the underlying of the embedded derivative is clearly and closely related to the host contract. page 6 SFAS No. 133, as amended by SFAS No. 137, is effective for fiscal years beginning after June 15, 2000. On adoption, entities are permitted to transfer held-to-maturity debt securities to the available-for-sale or trading category without calling into question their intent to hold other debt securities to maturity in the future. SFAS No. 133 is not expected to have a material impact on the Company's financial statements. page 7 MANAGEMENT'S DISCUSSION AND ANALYSIS NOTE REGARDING FORWARD-LOOKING STATEMENTS In addition to historical information contained herein, the following discussion contains forward-looking statements that involve risks and uncertainties. Economic circumstances, the Company's operations, and the Company's actual results could differ significantly from those discussed in the forward-looking statements. Some of the factors that could cause or contribute to such differences are discussed herein but also include changes in the economy and interest rates in the nation and the Company's market area generally. GENERAL The principal business of the Bank consists of accepting deposits from the general public and investing these funds in loans secured by one- to four-family owner-occupied residential properties in the Bank's primary market area. The Bank also invests in loans secured by non-owner occupied one- to four- family residential properties and some churches located in the Bank's primary market area. The Bank also maintains an investment portfolio which includes FHLB stock, FHLB certificates of deposit, U.S. Government Agency-issued bonds, and other investments. Other Matters -- Year 2000 In previous filings, the Company has reported on efforts to ensure a smooth transition of its computer systems to the Year 2000. As of the date of this report, no malfunctions have been detected and the Bank has not experienced any problems or delays in its ability to serve its customers. Likewise, there has been no detectable interruption in service from the Bank's primary vendors or utilities. As reported, the Bank has spent approximately $80,000 on the project but has obtained computer equipment that will be useful for some years to come. As mentioned, some cost in the three month period ended December 31, 1999 reflects the appropriation of extra funds held in the Bank's vault and guarantees that the Bank could borrow emergency funds. Some additional cost for these reasons (approximately $3,000) will be reflected in the three month period ending March 31, 2000. COMPARISON OF FINANCIAL CONDITION AT DECEMBER 31, 1999 AND JUNE 30, 1999 ASSETS: The Company's total assets increased from $140.3 million at June 30, 1999 to $142.6 million at December 31, 1999, an increase of $2.3 million or 1.6%. The increase in total assets is primarily attributable to an increase in the Company's net loans receivable which increased from $131.6 million at June 30, 1999 to $135.3 million at December 31, 1999, an increase of $3.7 million or 2.8%. LIABILITIES: The Company's total liabilities increased from $119.1 million at June 30, 1999 to $122.0 million at December 31, 1999, an increase of $2.9 million or 2.5%. The increase in total liabilities is primarily attributable to an increase in Advances from the Federal Home Loan Bank ("Advances"). Advances increased from $30.9 million at June 30, 1999 to $37.0 million at December 31, 1999, an increase of $6.1 million or 19.8%. The increase has been utilized to fund new loans, replace lost deposits and to make dividends to the Company. The Company, in turn, has repurchased some of its common stock (see "Stock Repurchase"). Partially offsetting the increase in Advances was a decrease in deposits, which decreased from $86.3 million at June 30, 1999 to $83.7 million at December 31, 1999, a decrease of $2.6 million or 3.0%. The balance of deposits at June 30, 1999 had been inflated somewhat by a $2.2 million deposit of very short duration. SHAREHOLDERS' EQUITY: Shareholders' equity decreased from $21.3 million at June 30, 1999 to $20.6 million at December 31, 1999, a decrease of $715,000 or 3.4%. This decrease is a result of the Company's net earnings of $796,000 less the Company's dividends accrued or paid during the period of $703,000 less the acquisition of the Company's own stock at a cost of $808,000 (see "Dividends" and "Stock Repurchase"). The Company's book value per share was $14.22 at December 31, 1999 compared to $14.19 at June 30, 1999. page 8 COMPARISON OF RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 AND DECEMBER 31, 1998 NET EARNINGS: The Company's net earnings decreased $42,000 or 5.0% to $796,000 for the six months ended December 31, 1999 compared to the six months ended December 31, 1998. This decrease is primarily attributable to an increase in general, administrative and other expense of $31,000 and a decrease in net interest income of $25,000. The Company's basic earnings per share rose from $0.53 per share for the six month period ended December 31, 1998 to $0.54 per share for the six month period ended December 31, 1999. The Company's diluted earnings per share rose from $0.52 per share for the six month period ended December 31, 1998 to $0.53 per share for the six month period ended December 31, 1999. NET INTEREST INCOME: Net interest income decreased $25,000 or 1.2% to $2.0 million for the six month period ended December 31, 1999. The decrease was primarily due to an increase in total interest expense. INTEREST INCOME: Interest income remained relatively constant at $4.9 million for the six month periods ended December 31, 1999, and 1998, increasing $54,000 or 1.1%. This increase was primarily due to an increase in interest income from loans and interest-bearing deposits and other. Offsetting these increases was a decrease in interest income from investment securities. Interest income from loans increased from $4.7 million for the six month period ended December 31, 1998 to $4.8 million for the six month period ended December 31, 1999, an increase of $99,000 or 2.1%. The increase in interest income from loans is attributable to the increase in volume of the Company's loan portfolio. Interest income from interest- bearing deposits and other increased from $61,000 for the six month period ended December 31, 1998 to $90,000 for the six month period ended December 31, 1999, an increase of $29,000 or 47.5%. Interest income from investment securities decreased from $120,000 for the six month period ended December 31, 1998 to $46,000 for the six month period ended December 31, 1999, a decrease of $74,000 or 61.7%. Management believes that generally rates paid on short-term investments and deposits are less than the rates that can be earned on mortgage loans, and prefers to use excess funds to either make new loans or reduce advances. The Company's weighted average interest rate earned on its loan portfolio has decreased as a result of refinancing of mortgages and the downward adjustment of adjustable rate mortgages that have occurred over the intervening period. However, beginning in the three month period ended December 31, 1999, interest rates on new mortgages have tended to be higher and adjustable rate mortgage adjustments have tended to be upward. INTEREST EXPENSE: Interest expense increased from $2.8 million for the six month period ended December 31, 1998, to $2.9 million for the six month period ended December 31, 1999, an increase of $79,000 or 2.8%. This increase was primarily due to an increase in interest expense on advances which increased $143,000 or 17.0% from $842,000 for the six month period ended December 31, 1998 to $985,000 for the six month period ended December 31, 1999. The increase is chiefly a result of an increase in the average amount of advances outstanding. Partially offsetting this increase was a decrease in interest expense on deposits from $2.0 million for the six month period ended December 31, 1998 to $1.9 million for the six month period ended December 31, 1999, a decrease of $64,000 or 3.2%. Included in interest expense are charges of approximately $5,000 to provide the Bank with additional liquidity for the Year 2000 event period. PROVISION FOR LOSSES ON LOANS: The provision for losses on loans remained constant with no provision for either of the six month periods ended December 31, 1999 or 1998. Management believed, on the basis of its analysis of the risk profile of the Company's assets, that it was appropriate to maintain the allowance for loan losses at $100,000, a level which had been reached previously. In determining the appropriate provision, management considers a number of factors, including specific loans in the Company's portfolio, real estate market trends in the Company's market area, economic conditions, interest rates, and other conditions that may affect a borrower's ability to comply with repayment terms. There can be no assurance that the allowance will be adequate to cover losses on nonperforming assets in the future. OTHER OPERATING INCOME: Other operating income increased from $20,000 for the six month period ended December 31, 1998 to $23,000 for the six month period ended December 31, 1999. Other operating income is not a significant component of the Company's statement of operations. page 9 GENERAL, ADMINISTRATIVE, AND OTHER EXPENSES: General, administrative, and other expense increased from $812,000 for the six month period ended December 31, 1998 to $843,000 for the six month period ended December 31, 1999, an increase of $31,000, or 3.8%. The increase was due to a $47,000, or 11.4%, increase in employee compensation and benefits and an $8,000 or 5.2% increase in other operating expense. Offsetting these increases were decreases in franchise and other taxes of $13,000, or 20.6%, and data processing expense of $16,000 or 19.5%. The increase in employee compensation and benefits is primarily related to normal increases in salaries and wages, a reduction in the level of deferred loan costs and increased costs of health insurance provided for employees. The decrease in data processing expense is attributed primarily to year 2000 costs which were charged to expense in earlier periods and which are nonrecurring. INCOME TAX: The Company's provision for federal income taxes decreased from $421,000 for the six month period ended December 31, 1998 to $410,000 for the six month period ended December 31, 1999. The decrease was a result of the decrease in the Company's pretax earnings. The Company's effective tax rate was 34.0% for the six month period ended December 31, 1999 and 33.4% for the six month period ended December 31, 1998. NON-PERFORMING ASSETS: At December 31, 1999, the Bank had approximately $253,000 in loans 90 days or more past due but still accruing. These delinquent loans represent 0.2% of the Bank's net loans. The Bank had $134,000 in loans internally classified as Substandard and no loans classified as Doubtful, or Loss. The Bank has not charged off any loans during the period. DIVIDENDS: On September 15, 1999 the Company announced a dividend policy whereby it will pay a quarterly cash dividend of $0.24 per share, per quarter, payable on the 15th day of the month following the end of each quarter, to shareholders of record as of the last business day of each quarter. This represented an increase of $0.02 or 9.1% from the previous quarterly dividend of $0.22 per share. The Board of Directors determined that the payment of a dividend was appropriate in light of the Company's capital position and financial condition. Although the Board of Directors has adopted this policy, the future payment of dividends is dependent upon the Company's financial condition, earnings, equity structure, capital needs, regulatory requirements, and economic conditions. The Company last paid a dividend on October 15, 1999. At December 31, 1999 the Company had recorded dividends payable of $347,000 for the payment of a dividend on January 14, 2000. STOCK REPURCHASES: On October 6, 1999 the Company announced a plan to purchase up to 73,295 shares of the Company's common stock, which represented approximately 5% of the outstanding common stock at that time. That specific program was concluded on January 13, 2000 when the Company announced that it had acquired that number of shares at an average price of $15.15 per share. At the same time it was announced that the Company's Board of Directors had authorized a new program for the purchase of up to 5% of the remaining outstanding shares of common stock. That specific program was concluded on January 26, 2000 when the Company announced that it had acquired 72,500 shares at an average price of $15.00 per share. The Company's Board believes that the repurchase programs enacted to date have been successful in its goals of increasing the Company's earnings per share, increasing its return on equity, and in improving the liquidity for the Company's stock. The Board will continue to consider stock repurchases and in the future may enact similar programs depending on market conditions, interest rates, and the availability of funds. COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 1999 AND DECEMBER 31, 1998 NET EARNINGS: The Company's net earnings decreased $25,000 or 6.0% to $395,000 for the three months ended December 31, 1999 compared to the three months ended December 31, 1998. This decrease is primarily attributable to an increase in general, administrative and other expense of $22,000 and a decrease in net interest income of $10,000. The Company's basic earnings per share remained constant at $0.27 per share for the three month periods ended December 31, 1999 and 1998. The Company's diluted earnings per share also remained constant at $0.27 per share for the three month periods ended December 31, 1999 and 1998. NET INTEREST INCOME: Net interest income decreased $10,000 or 1.0% to $1.0 million for the three month period ended December 31, 1999. The decrease was primarily due to an increase in total interest expense. page 10 INTEREST INCOME: Interest income increased from $2.4 million for the three month period ended December 31, 1998 to $2.5 million for the three month period ended December 31, 1999, an increase of $67,000 or 2.8%. This increase was primarily due to an increase in interest income on loans and interest-bearing deposits and other. Offsetting these increases was a decrease in interest income from investment securities. Interest income from loans increased from $2.3 million for the three month period ended December 31, 1998 to $2.4 million for the three month period ended December 31, 1999, an increase of $82,000 or 3.5%. Interest income from interest-bearing deposits and other increased from $34,000 for the three month period ended December 31, 1998 to $50,000 for the three month period ended December 31, 1999, an increase of $16,000 or 47.1%. Interest income from investment securities decreased from $50,000 for the three month period ended December 31, 1998 to $19,000 for the three month period ended December 31, 1999, a decrease of $31,000 or 62.0%. The increase in interest income from loans is attributable to the increase in volume of the Company's loan portfolio. Management believes that generally rates paid on short-term investments and deposits are less than the rates that can be earned on mortgage loans, and prefers to use excess funds to either make new loans or reduce advances. The Company's weighted average interest rate earned on its loan portfolio has decreased as a result of refinancing of mortgages and the downward adjustment of adjustable rate mortgages that have occurred over the intervening period. However, beginning in the three month period ended December 31, 1999, interest rates on new mortgages have tended to be higher and adjustable rate mortgage adjustments have tended to be upward. INTEREST EXPENSE: Interest expense increased from $1.4 million for the three month period ended December 31, 1998, to $1.5 million for the three month period ended December 31, 1999, an increase of $77,000 or 5.5%. This increase was primarily due to an increase in interest expense on advances which increased $114,000 or 27.8% from $410,000 for the three month period ended December 31, 1998 to $524,000 for the three month period ended December 31, 1999. The increase is chiefly a result of an increase in the average amount of advances outstanding. Partially offsetting this increase was a decrease in interest expense on deposits from $995,000 for the three month period ended December 31, 1998 to $958,000 for the three month period ended December 31, 1999, a decrease of $37,000 or 3.7%. Included in interest expense are charges of approximately $5,000 to provide the Bank with additional liquidity for the Year 2000 event period. PROVISION FOR LOSSES ON LOANS: The provision for losses on loans remained constant with no provision for either of the three month periods ended December 31, 1999 or 1998. Management believed, on the basis of its analysis of the risk profile of the Company's assets, that it was appropriate to maintain the allowance for loan losses at $100,000, a level which had been reached previously. In determining the appropriate provision, management considers a number of factors, including specific loans in the Company's portfolio, real estate market trends in the Company's market area, economic conditions, interest rates, and other conditions that may affect a borrower's ability to comply with repayment terms. There can be no assurance that the allowance will be adequate to cover losses on nonperforming assets in the future. OTHER OPERATING INCOME: Other operating income increased from $10,000 for the three month period ended December 31, 1998 to $13,000 for the three month period ended December 31, 1999. Other operating income is not a significant component of the Company's statement of operations. GENERAL, ADMINISTRATIVE, AND OTHER EXPENSES: General, administrative, and other expense increased from $405,000 for the three month period ended December 31, 1998 to $427,000 for the three month period ended December 31, 1999, an increase of $22,000, or 5.4%. The increase was primarily due to a $33,000, or 16.7%, increase in employee compensation and benefits. Offsetting this increase was a decrease in data processing expense of $10,000, or 23.8%. The increase in employee compensation and benefits is primarily related to normal increases in salaries and wages, a reduction in the level of deferred loan costs and increased costs of health insurance provided for employees. The decrease in data processing expense is attributed primarily to year 2000 costs which were charged to expense in earlier periods and which are nonrecurring. INCOME TAX: The Company's provision for federal income taxes decreased from $208,000 for the three month period ended December 31, 1998 to $204,000 for the three month period ended December 31, 1999. The decrease was a result of the decrease in the Company's pretax earnings. The Company's effective tax rate was 34.1% for the three month period ended December 31, 1999 and 33.1% for the three month period ended December 31, 1998. page 11 PART II. ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The registrant held its Annual Meeting of Stockholders on November 9, 1999. (b) Not applicable. (c) The only matter to be voted upon at the Annual Meeting was the election of three individuals as directors. Nominee Votes For Votes Withheld ------- --------- -------------- David G. Eddins 1,263,216 12,175 William C. Jennings 1,264,018 11,373 C. Michael Davenport 1,255,307 20,084 ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Exhibits: Financial Data Schedule as of December 31, 1999. Reports on Form 8-K: None page 12 SIGNATURE 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. Frankfort First Bancorp, Inc. Date: February 9, 2000 /s/ Don D. Jennings ----------------------------- Don D. Jennings Vice President (Authorized Officer) /s/ R. Clay Hulette ----------------------------- R. Clay Hulette Vice President (Principal Financial and Accounting Officer) page 13