FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
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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 No. 1-13904
KENTUCKY FIRST BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 61-1281483
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
306 N. Main Street
Cynthiana, Kentucky 41031
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(Address of principal (Zip Code)
executive office)
Issuer's telephone number, including area code: (859) 234-1440
--------------
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
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As of November 8, 2000, the latest practicable date, 1,009,777 shares of the
registrant's common stock, $.01 par value per share, were issued and
outstanding.
Transitional small business disclosure format (check one):
Yes No X
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Page 1 of 15 pages
INDEX
Page
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PART I
ITEM I - FINANCIAL STATEMENTS
Consolidated Statements of Financial Condition 3
Consolidated Statements of Earnings 4
Consolidated Statements of Comprehensive Income 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 8
ITEM II MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION 10
PART II - OTHER INFORMATION 14
SIGNATURES 15
2
ITEM I FINANCIAL STATEMENTS
KENTUCKY FIRST BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share data)
SEPTEMBER 30, JUNE 30,
ASSETS 2000 2000
Cash and due from banks $ 409 $ 378
Interest-bearing deposits in other financial institutions 863 1,223
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Cash and cash equivalents 1,272 1,601
Investment securities available for sale - at market 8,990 6,783
Investment securities held to maturity - at amortized cost,
approximate market value of $2,223 as of June 30, 2000 -- 2,235
Mortgage-backed securities available for sale - at market 14,092 6,548
Mortgage-backed securities held to maturity - at amortized cost,
approximate market value of $7,823 as of June 30, 2000 -- 8,075
Loans receivable - net 44,199 44,920
Office premises and equipment - at depreciated cost 1,183 1,203
Federal Home Loan Bank stock - at cost 1,326 1,301
Accrued interest receivable 516 424
Prepaid expenses and other assets 88 520
Prepaid federal income taxes -- 86
Deferred federal income tax assets 172 165
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Total assets $71,838 $73,861
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LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits $51,648 $53,284
Borrowed funds 6,923 6,827
Accrued interest payable 139 147
Other liabilities 302 620
Accrued federal income taxes 62 --
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Total liabilities 59,074 60,878
Shareholders' equity
Preferred stock - authorized 500,000 shares of $.01 par value;
no shares issued -- --
Common stock, authorized 3,000,000 shares of $.01 par value;
1,388,625 shares issued 14 14
Additional paid-in capital 9,274 9,320
Retained earnings - restricted 8,821 8,754
Less shares acquired by stock benefit plans (798) (798)
Less 358,448 and 333,933 shares of treasury stock - at cost (4,289) (4,039)
Accumulated comprehensive loss, unrealized losses on securities
designated as available for sale, net of related tax effects (258) (268)
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Total shareholders' equity 12,764 12,983
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Total liabilities and shareholders' equity $71,838 $73,861
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3
KENTUCKY FIRST BANCORP, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except share data)
THREE MONTHS ENDED
SEPTEMBER 30,
2000 1999
Interest income
Loans $ 906 $ 956
Mortgage-backed securities 252 258
Investment securities 134 125
Interest-bearing deposits and other 31 29
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Total interest income 1,323 1,368
Interest expense
Deposits 566 569
Borrowings 106 89
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Total interest expense 672 658
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Net interest income 651 710
Provision for losses on loans 12 9
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Net interest income after provision
for losses on loans 639 701
Other income
Gain on investment securities transactions 3 --
Service charges 44 40
Other operating 13 12
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Total other income 60 52
General, administrative and other expense
Employee compensation and benefits 251 245
Occupancy and equipment 41 41
Federal deposit insurance premiums 3 8
Data processing 34 37
Other operating 94 97
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Total general, administrative and other expense 423 428
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Earnings before income taxes 276 325
Federal income taxes
Current 90 97
Deferred (12) (3)
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Total federal income taxes 78 94
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NET EARNINGS $ 198 $ 231
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EARNINGS PER SHARE
Basic $ .20 $ .21
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Diluted $ .20 $ .21
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4
KENTUCKY FIRST BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
THREE MONTHS ENDED
SEPTEMBER 30,
2000 1999
Net earnings $ 198 $ 231
Other comprehensive income, net of tax:
Unrealized holding gains (losses) on securities during the
period, net of tax of $95 and $(10) for the respective periods 185 (19)
Reclassification adjustment for realized gains included
in earnings, net of tax of $1 in 2000 (2) --
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Comprehensive income $ 381 $ 212
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Accumulated comprehensive loss $(258) $(133)
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5
KENTUCKY FIRST BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended September 30,
(In thousands)
2000 1999
Cash flows from operating activities:
Net earnings for the period $ 198 $ 231
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) (2)
Depreciation and amortization 21 21
Amortization of deferred loan origination fees (3) (6)
Provision for losses on loans 12 9
Gain on investment securities transactions (3) --
Federal Home Loan Bank stock dividends (25) (22)
Increase (decrease) in cash due to changes in:
Accrued interest receivable (92) (79)
Prepaid expenses and other assets 432 (9)
Accrued interest payable (8) (6)
Other liabilities (318) 106
Federal income taxes
Current 101 97
Deferred (12) (3)
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Net cash provided by operating activities 300 337
Cash flows provided by (used in) investing activities:
Proceeds from maturity of investment securities 116 47
Principal repayments on mortgage-backed securities 465 867
Purchase of loans (583) (444)
Loan principal repayments 2,733 3,376
Loan disbursements (1,438) (2,331)
Purchase of office premises and equipment (1) (7)
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Net cash provided by investing activities 1,292 1,508
Cash flows provided by (used in) financing activities:
Net decrease in deposits (1,636) (1,404)
Proceeds from borrowed funds 1,100 1,632
Repayment of borrowed funds (1,004) (1,602)
Purchase of treasury stock (250) (310)
Dividends on common stock (131) (138)
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Net cash used in financing activities (1,921) (1,822)
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Net increase (decrease) in cash and cash equivalents (329) 23
Cash and cash equivalents at beginning of period 1,601 1,444
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Cash and cash equivalents at end of period $ 1,272 $ 1,467
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6
KENTUCKY FIRST BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the three months ended September 30,
(In thousands)
2000 1999
Supplemental disclosure of cash flow information:
Cash paid (refunded) during the period for:
Federal income taxes $ (11) $ --
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Interest on deposits and borrowings $ 680 $ 664
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Supplemental disclosure of noncash investing activities:
Transfer of investment and mortgage-backed securities from
held to maturity to available for sale classification $ 10,310 $ --
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Unrealized gains (losses) on securities designated as
available for sale, net of related tax effects $ 185 $ (19)
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7
KENTUCKY FIRST BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2000 and 1999
1. Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements were prepared
in accordance with instructions for Form 10-QSB and, therefore, do not
include information or footnotes necessary for a complete presentation of
consolidated financial position, results of operations and cash flows in
conformity with generally accepted accounting principles. Accordingly, these
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto of Kentucky First Bancorp, Inc. (the
"Corporation") included in the Annual Report on Form 10-KSB for the year
ended June 30, 2000. However, in the opinion of management, all adjustments
(consisting of only normal recurring accruals) which are necessary for a
fair presentation of the financial statements have been included. The
results of operations for the three month periods ended September 30, 2000
are not necessarily indicative of the results which may be expected for an
entire fiscal year.
2. Principles of Consolidation
---------------------------
The accompanying consolidated financial statements include the accounts of
the Corporation and First Federal Savings Bank (the "Savings Bank"). All
significant intercompany items have been eliminated.
3. Earnings Per Share
------------------
Basic earnings per share is computed based upon the weighted-average shares
outstanding during the period, less shares in the ESOP that are unallocated
and not committed to be released. Weighted-average common shares deemed
outstanding, which gives effect to 56,229 unallocated ESOP shares, totaled
984,060 for the three month period ended September 30, 2000.
Weighted-average common shares deemed outstanding, which gives effect to
65,935 unallocated ESOP shares, totaled 1,101,885 for the three month period
ended September 30, 1999.
Diluted earnings per share is computed taking into consideration common
shares outstanding and dilutive potential common shares to be issued under
the Corporation's stock option plan. Weighted-average common shares deemed
outstanding for purposes of computing diluted earnings per share totaled
991,183 for the three month period ended September 30, 2000 and totaled
1,126,790 for the three month period ended September 30, 1999, respectively.
Incremental shares related to the assumed exercise of stock options included
in the calculation of diluted earnings per share totaled 7,123 and 24,905
for the three month periods ended September 30, 2000 and 1999, respectively.
8
KENTUCKY FIRST BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the three months ended September 30, 2000 and 1999
4. Effects of Recent Accounting Pronouncements
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In June 1998, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") 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.
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. Management adopted SFAS No. 133,
effective July 1, 2000, as required. Upon adoption, management elected to
transfer all held to maturity securities to the available for sale
classification. The adoption of SFAS No. 133 had no other material impact on
the Corporation's financial statements.
In September 2000, the FASB issued SFAS No. 140 "Accounting for Transfers
and Servicing of Financial Assets and Extinquishments of Liabilities", which
revises the standards for accounting for securitizations and other transfers
of financial assets and collateral and requires certain disclosures, but
carries over most of the provisions of SFAS No. 125 without reconsideration.
SFAS No. 140 is effective after March 31, 2001. The Statement is effective
for recognition and reclassification of collateral and for disclosures
relating to securitization transactions and collateral for fiscal years
ending after December 15, 2000. SFAS No. 140 is not expected to have a
material effect on the Corporation's financial position or results of
operations.
9
KENTUCKY FIRST BANCORP, INC.
ITEM II MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
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 Corporation's operations and the Corporation'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 Corporation's market area generally.
Some of the forward-looking statements included herein are the statements
regarding management's determination of the amount and adequacy of the allowance
for losses on loans and the effect of recent accounting pronouncements.
Discussion of Financial Condition Changes from June 30, 2000 to September 30,
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2000
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At September 30, 2000, the Corporation's consolidated total assets amounted to
$71.8 million, a decrease of $2.0 million, or 2.7%, from the total at June 30,
2000. The decrease in assets resulted primarily from a decrease of $1.6 million
in deposits, a decrease in other liabilities of $264,000 and a decline in
shareholders' equity of $219,000.
Liquid assets (i.e. cash, interest-bearing deposits and investment securities)
decreased by $357,000, or 3.4%, over the three month period, to a total of $10.3
million at September 30, 2000. Mortgage-backed securities totaled $14.1 million
at September 30, 2000, a decrease of $531,000, or 3.6%, from June 30, 2000
levels. The decrease in mortgage-backed securities resulted primarily from
principal repayments.
Loans receivable decreased by $721,000, or 1.6%, during the three month period,
to a total of $44.2 million at September 30, 2000. Loan disbursements and loan
purchases amounted to $2.0 million and were offset by principal repayments of
$2.7 million. The allowance for loan losses totaled $455,000 at September 30,
2000, compared to $443,000 at June 30, 2000. Nonperforming loans totaled
$318,000 at September 30, 2000, compared to $345,000 at June 30, 2000. The
allowance for loan losses represented 143.1% of nonperforming loans as of
September 30, 2000 and 128.4% at June 30, 2000. Although management believes
that its allowance for loan losses at September 30, 2000 is adequate based upon
the available facts and circumstances, there can be no assurance that additions
to such allowance will not be necessary in future periods, which could adversely
affect the Corporation's results of operations.
Deposits totaled $51.6 million at September 30, 2000, a decrease of $1.6
million, or 3.1%, from June 30, 2000 levels. The decrease in deposits was due to
a $2.5 million decrease in checking and savings accounts offset by an $862,000
increase in certificates of deposit. Borrowed funds totaled $6.9 million at
September 30, 2000, an increase of $96,000, or 1.4%, from the total at June 30,
2000.
10
KENTUCKY FIRST BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION (CONTINUED)
Discussion of Financial Condition Changes from June 30, 2000 to September 30,
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2000 (continued)
- ----
The Corporation's shareholders' equity amounted to $12.8 million at September
30, 2000, a decrease of $219,000, or 1.7%, from June 30, 2000 levels. The
decrease resulted primarily from purchases of treasury stock totaling $250,000
and dividends paid on common stock totaling $131,000, which were partially
offset by net earnings during the three months ended September 30, 2000 of
$198,000.
The Savings Bank is required to meet each of three minimum capital standards
promulgated by the Office of Thrift Supervision ("OTS"), hereinafter described
as the tangible capital requirement, the core capital requirement and the
risk-based capital requirement. The tangible capital requirement mandates
maintenance of shareholders' equity less all intangible assets equal to 1.5% of
adjusted total assets. The core capital requirement provides for the maintenance
of tangible capital plus certain forms of supervisory goodwill generally equal
to 4% of adjusted total assets, except for those associations with the highest
examination rating and acceptable levels of risk. The risk-based capital
requirement mandates maintenance of core capital plus general loan loss
allowances equal to 8% of risk-weighted assets as defined by OTS regulations.
At September 30, 2000, the Savings Bank's tangible and core capital totaled
$12.2 million, or 17.0%, of adjusted total assets, which exceeded the minimum
tangible and core capital requirements of $1.1 million and $2.9 million by $11.1
million and $9.3 million, respectively. The Savings Bank's risk-based capital of
$12.5 million, or 30.1% of risk-weighted assets, exceeded the current 8% of
risk-weighted assets requirement by $9.2 million.
Comparison of Operating Results for the Three Month Periods Ended September 30,
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2000 and 1999
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General
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Net earnings amounted to $198,000 for the three months ended September 30, 2000,
a decrease of $33,000, or 14.3%, from the $231,000 of net earnings reported for
the three months ended September 30, 1999. The decrease in net earnings was due
to a $59,000 decrease in net interest income and a $3,000 increase in the
provision for losses on loans, which were partially offset by an $8,000 increase
in other income, a $5,000 decrease in general administrative and other expense
and a $16,000 decrease in the provision for federal income taxes.
Net Interest Income
- -------------------
Net interest income was $651,000 for the three months ended September 30, 2000,
which represents a decrease of $59,000, or 8.3%, compared to the three months
ended September 30, 1999. Total interest income decreased by $45,000, or 3.3%,
due to a $4.5 million, or 6.0%, decrease in the weighted-average balance of
interest-earning assets outstanding year to year, offset by an increase in the
average yield on interest-earning assets, from 7.27% to 7.48%. Interest income
on loans decreased by $50,000, or 5.2%, due to a $3.2 million, or 6.7%, decrease
in the weighted-average balance of loans outstanding year to year, offset by an
increase in the average yield on loans, from 7.93% to 8.05%
11
KENTUCKY FIRST BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION (CONTINUED)
Comparison of Operating Results for the Three Month Periods Ended September 30,
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2000 and 1999 (continued)
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Net Interest Income (continued)
- -------------------------------
Interest income on mortgage-backed securities decreased by $6,000, or 2.3%, due
to a $1.5 million, or 9.2%, decrease in the weighted-average balance outstanding
year to year, offset by an increase in the average yield on mortgage-backed
securities, from 6.42% to 6.88%. Interest income on investment securities and
interest-bearing deposits increased by $11,000, or 7.1%, due to a $165,000, or
1.5%, increase in the weighted-average balance outstanding year to year and due
to an increase in the yield, from 5.65% to 5.97%.
Total interest expense increased by $14,000, or 2.1%, due to an increase in the
average cost of funds, from 4.17% to 4.56% offset by a $4.2 million, or 6.6%,
decrease in the weighted average balance of interest-bearing liabilities year to
year. Interest expense on deposits decreased by $3,000, or 0.5%, due to a $4.4
million, or 7.8%, decrease in the weighted-average balance of deposits
outstanding year to year, offset by an increase in the average cost of deposits,
from 4.05% to 4.36%. Interest expense on borrowings increased by $17,000, or
19.1%, due to a $215,000, or 3.1%, increase in the weighted-average balance of
borrowed funds outstanding year to year and due to an increase in the average
cost of borrowed funds, from 5.19% to 6.01%.
As a result of the foregoing changes in interest income and interest expense,
net interest income decreased by $59,000, or 8.3%, to a total of $651,000 for
the three months ended September 30, 2000, compared to a total of $710,000 for
the three months ended September 30, 1999. The interest rate spread amounted to
approximately 2.93% and 3.10% during the three month periods ended September 30,
2000 and 1999, respectively, while the net interest margin amounted to
approximately 3.68% and 3.78% during the three month periods ended September 30,
2000 and 1999, respectively.
Provision for Losses on Loans
- -----------------------------
A provision for losses on loans is charged to earnings to bring the total
allowance for loan losses to a level considered appropriate by management based
on historical experience, the volume and type of lending conducted by the
Savings Bank, the status of past due principal and interest payments, general
economic conditions, particularly as such conditions relate to the Savings
Bank's market area, and other factors related to the collectibility of the
Savings Bank's loan portfolio. As a result of such analysis, management recorded
a $12,000 and a $9,000 provision for losses on loans during the three month
periods ended September 30, 2000 and 1999, respectively. The increase in the
provision in the current year is reflective of management's concern about a
moderate increase in the level of the Bank's nonperforming loans. There can be
no assurance that the loan loss allowance of the Savings Bank will be adequate
to cover losses on nonperforming assets in the future.
12
KENTUCKY FIRST BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Comparison of Operating Results for the Three Month Periods Ended September 30,
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2000 and 1999 (continued)
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Other Income
- ------------
Other income increased by $8,000, or 15.4%, for the three months ended September
30, 2000, compared to the three months ended September 30, 1999, primarily due
to a $4,000, or 10.0%, increase in service charges on deposit accounts and due
to $3,000 gain on investment securities transactions during the current period
compared to the absence of any gain or loss on such transactions during the
previous period. The increase in service charges on deposit accounts was due to
an increase in the monthly service charge fee schedule on checking accounts.
General, Administrative and Other Expense
- -----------------------------------------
General, administrative and other expense decreased by $5,000, or 1.2%, during
the three months ended September 30, 2000, compared to the three months ended
September 30, 1999. The decrease in general, administrative and other expense
resulted from a $5,000, or 62.5%, decrease in federal deposit insurance
premiums, a $3,000, or 8.1%, decrease in data processing expense and a $3,000,
or 3.1%, decrease in other operating expense, which were offset by a $6,000, or
2.4%, increase in employee compensation and benefits
The decrease in federal deposit insurance premiums was primarily due to a
decrease in the rate assessed by the Federal Deposit Insurance Corporation,
effective January 1, 2000. The decrease in data processing expense was related
to a reduction in utilization of outside on-line services. The increase in
employee compensation and benefits was due primarily to less direct costs of
loan department personnel being deferred related to the lower loan origination
volume during the current period.
Federal Income Taxes
- --------------------
The provision for federal income taxes decreased by $16,000, or 17.0%, for the
three months ended September 30, 2000, compared to the three months ended
September 30, 1999. The decrease resulted primarily from the decrease in net
earnings before taxes of $49,000, or 15.1%. The effective tax rates were 28.3%
and 28.9% for the three month periods ended September 30, 2000 and 1999,
respectively.
13
KENTUCKY FIRST BANCORP, INC.
PART II
ITEM 1. Legal Proceedings
-----------------
The Bank is party to a lawsuit captioned Family Bank, FSB and First Federal
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Savings Bank v. Oscar S. Blankenship a/k/a O. Sam Blankenship and Jenny
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Blankenship filed in the Johnson Circuit Court, Division No. II, Commonwealth of
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Kentucky. The lawsuit is a collection action seeking recovery of three loans of
which the Bank has an interest in two. The suit also asks for the court to sell
the property securing the loans with the proceeds to be used to repay all
amounts owed. The defendants filed an answer on February 3, 2000 making various
counterclaims alleging breach of contract, breach of fiduciary duty and
unspecified violations of the federal banking laws. The defendants are seeking
money damages (including punitive damages) of an unspecified amount. Certain of
the counterclaims relate only to the one loan in which the Bank does not have
any interest. While the Bank does not believe there is any merit in the
counterclaims, it is having the answer evaluated by counsel.
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
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None
ITEM 5. Other Information
-----------------
None
ITEM 6. Exhibits and Reports on Form 8-K
--------------------------------
Reports on Form 8-K: None.
Exhibit 27: Financial Data Schedule for the three
months ended September 30, 2000.
14
KENTUCKY FIRST BANCORP, INC.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Date: November 13, 2000 By: /s/Betty J. Long
----------------- ------------------------------------
Betty J. Long
President and Chief
Executive Officer
Date: November 13, 2000 By: /s/ Russell M. Brooks
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Russell M. Brooks
Executive Vice President and
Financial Officer
15