FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1998 ----------------- 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: No. 1-13904 KENTUCKY FIRST BANCORP, INC. ________________________________________________________________ (Exact name of registrant as specified in its charter) Delaware 61-1281483 - ------------------------------- ------------------- (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 306 N. Main Street Cynthiana, Kentucky 41031 - ----------------------------------------- ----------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code:(606)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 ----- ----- As of February 4, 1999, the latest practicable date, 1,200,514 shares of the registrant's common stock, $0.01 par value, were issued and outstanding. Transitional small business disclosure format (check one): Yes No X ----- ----- Page 1 of 19 pages INDEX Page ---- PART I ITEM 1 - FINANCIAL INFORMATION 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 OPERATIONS 11 PART II - OTHER INFORMATION 18 SIGNATURES 19 2 ITEM 1 FINANCIAL STATEMENTS KENTUCKY FIRST BANCORP, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (In thousands, except share data) DECEMBER 31, JUNE 30, 1998 1998 ------------ ---------- ASSETS Cash and due from banks $ 636 $ 522 Interest-bearing deposits in other financial institutions 954 1,435 ------- ------- Total cash and cash equivalents 1,590 1,957 Investment securities available for sale - at market 8,572 4,607 Investment securities - at amortized cost, approximate market value of $3,087 and $5,211 as of December 31, 1998 and June 30, 1998 3,021 5,162 Mortgage-backed securities available for sale - at market 4,141 3,213 Mortgage-backed securities - at cost, approximate market value of $12,190 and $14,797 as of December 31, 1998 and June 30, 1998 11,937 14,680 Loans receivable - net 47,081 48,801 Office premises and equipment - at depreciated cost 1,318 1,356 Federal Home Loan Bank stock - at cost 1,171 1,130 Accrued interest receivable 406 492 Prepaid expenses and other assets 449 460 Prepaid federal income taxes 197 144 Deferred federal income tax assets 23 44 ------- ------- Total assets $79,906 $82,046 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Deposits $58,071 $56,566 Advances from the Federal Home Loan Bank 7,108 10,412 Accrued interest payable 96 117 Other liabilities 680 543 ------- ------- Total liabilities 65,955 67,638 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 9,277 9,291 Retained earnings - restricted 8,277 8,144 Less shares acquired by stock benefit plans (1,249) (1,249) Less 188,111 and 147,520 shares of treasury stock - at cost (2,452) (1,883) Unrealized gains on securities designated as available or sale, net of related tax effects 84 91 ------- ------- Total shareholders' equity 13,951 14,408 ------- ------- Total liabilities and shareholders' equity $79,906 $82,046 ======= ======= 3 KENTUCKY FIRST BANCORP, INC. CONSOLIDATED STATEMENTS OF EARNINGS (In thousands, except share data) SIX MONTHS ENDED THREE MONTHS ENDED DECEMBER 31, DECEMBER 31, --------------------- -------------------- 1998 1997 1998 1997 ---------- --------- -------- -------- Interest income Loans $1,988 $2,059 $ 992 $1,035 Mortgage-backed securities 558 664 268 325 Investment securities 273 423 129 201 Interest-bearing deposits and other 54 48 27 23 ------ ------ ------ ------ Total interest income 2,873 3,194 1,416 1,584 Interest expense Deposits 1,254 1,224 619 612 Borrowings 222 503 98 244 ------ ------ ------ ------ Total interest expense 1,476 1,727 717 856 ------ ------ ------ ------ Net interest income 1,397 1,467 699 728 Provision for losses on loans 15 18 7 10 ------ ------ ------ ------ Net interest income after provision for losses on loans 1,382 1,449 692 718 Other income Gain on investment securities transactions 5 16 5 5 Service charges 65 65 32 31 Other operating 19 19 9 9 ------ ------ ------ ------ Total other income 89 100 46 45 General, administrative and other expense Employee compensation and benefits 518 508 274 279 Occupancy and equipment 83 73 41 37 Federal deposit insurance premiums 17 17 8 8 Data processing 63 63 30 29 Other operating 204 201 112 114 ------ ------ ------ ------ Total general, administrative and other expense 885 862 465 467 ------ ------ ------ ------ Earnings before income taxes 586 687 273 296 Federal income taxes Current 139 207 58 50 Deferred 29 6 22 39 ------ ------ ------ ------ Total federal income taxes 168 213 80 89 ------ ------ ------ ------ NET EARNINGS $ 418 $ 474 $ 193 $ 207 ====== ====== ====== ====== EARNINGS PER SHARE Basic $ .37 $ .39 $ .17 $ .17 ====== ====== ====== ====== Diluted $ .35 $ .38 $ .17 $ .16 ====== ====== ====== ====== 4 KENTUCKY FIRST BANCORP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME SIX MONTHS ENDED THREE MONTHS ENDED DECEMBER 31, DECEMBER 31, --------------------- -------------------- 1998 1997 1998 1997 ---------- --------- -------- -------- Net earnings $ 418 $ 474 $ 193 $ 207 Other comprehensive income, net of tax: Unrealized holding gains (losses) on securities during the period (7) 70 (2) (3) Reclassification adjustment for realized gains included In earnings - (5) - (5) ------ ------ ------ ------ Comprehensive income $ 411 $ 539 $ 191 $ 199 ====== ====== ====== ====== 5 KENTUCKY FIRST BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the six months ended December 31, (In thousands) 1998 1997 Cash flows from operating activities: Net earnings for the period $ 418 $ 474 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 (7) (14) Depreciation and amortization 43 27 Amortization of deferred loan origination fees (14) (17) Provision for losses on loans 15 18 Amortization of expense related to stock benefit plans 141 150 Gain on investment securities transactions (5) (16) Federal Home Loan Bank stock dividends (41) (39) Increase (decrease) in cash due to changes in: Accrued interest receivable 87 49 Prepaid expenses and other assets 13 (14) Accrued interest payable (20) (1) Other liabilities (18) (58) Federal income taxes Current (58) (68) Deferred 29 6 ------- ------ Net cash provided by operating activities 583 497 Cash flows provided by (used in) investing activities: Proceeds from maturity of investment securities 2,182 2,094 Purchase of investment securities designated as available for sale (3,974) (1,212) Purchase of mortgage-backed securities designated as available for sale (1,013) - Principal repayments on mortgage-backed securities 2,796 1,736 Purchase of loans (310) - Loan principal repayments 6,621 5,333 Loan disbursements (4,581) (6,050) Purchase of office premises and equipment (5) (14) ------- ------ Net cash provided by investing activities 1,716 1,887 Cash flows provided by (used in) financing activities: Net increase (decrease) in deposits 1,505 (599) Proceeds from Federal Home Loan Bank advances 4,400 6,700 Repayment of Federal Home Loan Bank advances (7,704) (8,704) Purchase of treasury stock (631) (271) Proceeds from exercise of stock options 48 - Dividends on common stock (284) (305) ------- ------- Net cash used in financing activities (2,666) (3,179) ------- ------- Net decrease in cash and cash equivalents (367) (795) Cash and cash equivalents at beginning of period 1,957 1,267 ------- ------- Cash and cash equivalents at end of period $ 1,590 $ 472 ======= ======= 6 KENTUCKY FIRST BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) For the six months ended December 31, 1998 1997 Supplemental disclosure of cash flow information: Cash paid during the period for: Federal income taxes $ 198 $ 276 ====== ====== Interest on deposits and borrowings $1,497 $1,728 ====== ====== Supplemental disclosure of noncash investing activities: Unrealized gains (losses) on securities designated as available for sale, net of related tax effects $ (7) $ 65 ====== ====== 7 KENTUCKY FIRST BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the six and three months ended December 31, 1998 and 1997 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, 1998. 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 six and three month periods ended December 31, 1998 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 ------------------ Earnings per share is computed in accordance with the provisions of Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share". Pursuant to SFAS No. 128, 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 80,153 unallocated ESOP shares, totaled 1,133,370 and 1,116,944, for the six and three month periods ended December 31, 1998. Weighted-average common shares deemed outstanding, which gives effect to 92,574 unallocated ESOP shares, totaled 1,213,172 and 1,206,750 for the six and three month periods ended December 31, 1997. 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 1,179,195 and 1,157,296 for the six and three month periods ended December 31, 1998 and totaled 1,259,762 and 1,260,963 for the six and three month periods ended December 31, 1997, respectively. 4. Effects of Recent Accounting Pronouncements ------------------------------------------- In June 1997, the Financial Accounting Standards Board ( the "FASB") issued SFAS No. 130, "Reporting Comprehensive Income." SFAS No. 130 establishes standards for reporting and display of comprehensive income and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements. SFAS No. 130 requires that all items that 8 KENTUCKY FIRST BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) For the six and three months ended December 31, 1998 and 1997 4. Effects of Recent Accounting Pronouncements (continued) ------------------------------------------- are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. It does not require a specific format for that financial statement but requires that an enterprise display an amount representing total comprehensive income for the period in that financial statement. SFAS No. 130 requires that an enterprise (a) classify items of other comprehensive income by their nature in a financial statement and (b) display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of a statement of financial condition. SFAS No. 130 is effective for fiscal years beginning after December 15, 1997. Reclassification of financial statements for earlier periods provided for comparative purposes is required. The Corporation adopted SFAS No. 130 effective July 1, 1998, as required, without material impact on the Corporation's financial statements. In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS No. 131 significantly changes the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about reportable segments in interim financial reports issued to shareholders. It also establishes standards for related disclosures about products and services, geographic areas and major customers. SFAS No. 131 uses a "management approach" to disclose financial and descriptive information about the way that management organizes the segments within the enterprise for making operating decisions and assessing performance. For many enterprises, the management approach will likely result in more segments being reported. In addition, SFAS No. 131 requires significantly more information to be disclosed for each reportable segment than is presently being reported in annual financial statements and also requires that selected information be reported in interim financial statements. SFAS No. 131 is effective for fiscal years beginning after December 15, 1997. The Corporation adopted SFAS No. 131 effective July 1, 1998, as required, without material impact on the Corporation's financial statements. In June 1998, the FASB issued 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. 9 KENTUCKY FIRST BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) For the six and three months ended December 31, 1998 and 1997 4. Effects of Recent Accounting Pronouncements (continued) ------------------------------------------- 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 is effective for fiscal years beginning after June 15, 1999. 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 Corporation's financial statements. 10 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, the effect of certain recent accounting pronouncements and the Corporation's projected effects related to the year 2000 compliance issue. Discussion of Financial Condition Changes from June 30, 1998 to - --------------------------------------------------------------- December 31, 1998 - ----------------- At December 31, 1998, the Corporation's consolidated total assets amounted to $79.9 million, a decrease of $2.1 million, or 2.6%, from the total at June 30, 1998. The decrease in assets resulted primarily from a decrease of $3.3 million in advances from the Federal Home Loan Bank and a decline in shareholders' equity of $457,000, offset by an increase in deposits of $1.5 million. Liquid assets (i.e. cash, interest-bearing deposits and investment securities) increased by $1.5 million, or 12.4%, over the six month period, to a total of $13.2 million at December 31, 1998. Investment securities totaling $2.2 million matured or were called during the period. Purchases of investment securities during the period were $4.0 million. The increase in liquid assets was funded by net increases in deposits and by repayments of loans and mortgage-backed securities. Mortgage- backed securities totaled $16.1 million at December 31, 1998, a decrease of $1.8 million, or 10.1%, from June 30, 1998 levels. The decrease in mortgage-backed securities resulted from principal repayments of $2.8 million during the period offset by purchases of $1.0 million. Loans receivable decreased by $1.7 million, or 3.5%, during the six month period, to a total of $47.1 million at December 31, 1998. Loan disbursements amounted to $4.6 million and were offset by principal repayments of $6.6 million. The allowance for loan losses totaled $399,000 at December 31, 1998, as compared to $384,000 at June 30, 1998. Nonperforming loans totaled $112,000 at December 31, 1998, as compared to $141,000 at June 30, 1998. The allowance for loan losses represented 356.3% of nonperforming loans as of December 31, 1998 and 272.3% at June 30, 1998. Although management believes that its allowance for loan losses at December 31, 1998 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 $58.1 million at December 31, 1998, a increase of $1.5 million, or 2.7%, from June 30, 1998 levels. During the current period, management has not attempted to match premium deposit rates offered by certain competitors and has instead continued its conservative pricing strategy with respect to deposit accounts during the current interest rate environment. 11 KENTUCKY FIRST BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED) Discussion of Financial Condition Changes from June 30, 1998 to - --------------------------------------------------------------- December 31, 1998 (continued) - ----------------- Advances from the Federal Home Loan Bank totaled $7.1 million at December 31, 1998, a decrease of $3.3 million, or 31.7%, from the total at June 30, 1998, as proceeds from maturities of investment securities and principal repayments of loans and mortgage-backed securities were partially utilized to repay such advances. The Corporation's shareholders' equity amounted to $14.0 million at December 31, 1998, a decrease of $457,000, or 3.2%, from June 30, 1998 levels. The decrease resulted primarily from purchases of treasury stock totaling $631,000 and dividends paid on common stock totaling $284,000, which were partially offset by 1998 period net earnings of $418,000. 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 equal to 3% of adjusted total assets, while 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 December 31, 1998, the Savings Bank's tangible and core capital totaled $11.3 million, or 14.1%, of adjusted total assets, which exceeded the minimum tangible and core capital requirements of $1.2 million and $2.4 million by $10.1 million and $8.9 million, respectively. The Savings Bank's risk-based capital of $11.7 million, or 26.0% of risk-weighted assets, exceeded the current 8% of risk-weighted assets requirement by $8.1 million. Comparison of Operating Results for the Six Month Periods Ended - --------------------------------------------------------------- December 31, 1998 and 1997 - -------------------------- General - ------- Net earnings amounted to $418,000 for the six months ended December 31, 1998, a decrease of $56,000, or 11.8%, from the $474,000 of net earnings reported for the same period in 1997. The decrease in net earnings in the current period was due to a $70,000 decrease in net interest income, an $11,000 decrease in other income and a $23,000 increase in general administrative and other expense, which were partially offset by a $3,000 decrease in the provision for losses on loans and a $45,000 decrease in the provision for federal income taxes. 12 KENTUCKY FIRST BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED) Comparison of Operating Results for the Six Month Periods Ended - --------------------------------------------------------------- December 31, 1998 and 1997 (continued) - -------------------------- Net Interest Income - ------------------- Net interest income decreased by $70,000, or 4.8%, for the six months ended December 31, 1998, compared to the 1997 period. Interest income on loans decreased by $71,000, or 3.4%, due primarily to a $1.2 million, or 2.4%, decrease in the weighted- average balance of loans outstanding year to year and due to a 9 basis point decrease in the average yield on loans, from 8.27% to 8.18%. Interest income on mortgage-backed securities decreased by $106,000, or 16.0%, due to a $3.3 million, or 16.3%, decrease in the weighted-average balance outstanding year to year. Interest income on investment securities and interest- bearing deposits decreased by $144,000, or 30.6%, due primarily to a $4.0 million, or 26.1%, decrease in the weighted-average balance outstanding and due to a decline in the average yields available on investment securities and interest-bearing deposits. Interest expense on deposits increased by $30,000, or 2.5%, due primarily to a $1.8 million, or 3.3%, increase in the weighted- average balance of deposits outstanding, offset by a decrease in the average cost of deposits year to year, from 4.47% to 4.43%. Interest expense on borrowings decreased by $281,000, or 55.9%, during the current period due to a $10.4 million, or 56.2%, decrease in the weighted-average balance of advances outstanding from the Federal Home Loan Bank. As a result of the foregoing changes in interest income and interest expense, net interest income decreased by $70,000, or 4.8%, to a total of $1.4 million for the six months ended December 31, 1998, as compared to the same period in 1997. The interest rate spread amounted to approximately 2.92% and 2.77% during the respective 1998 and 1997 six month periods, while the net interest margin amounted to approximately 3.64% in 1998 and 3.44% in 1997. 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 $15,000 and an $18,000 provision for losses on loans during the six month periods ended December 31, 1998 and 1997, respectively. 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. Other Income - ------------ Other income decreased by $11,000, or 11.0%, for the six months ended December 31, 1998, compared to the same period in 1997, due primarily to an $11,000, or 68.8%, decrease in gain on investment securities transactions for the six months ended December 31, 1998, compared to the 1997 period. 13 KENTUCKY FIRST BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Comparison of Operating Results for the Six Month Periods Ended - --------------------------------------------------------------- December 31, 1998 and 1997 (continued) - -------------------------- General, Administrative and Other Expense - ----------------------------------------- General, administrative and other expense increased by $23,000, or 2.7%, during the six month period ended December 31, 1998, compared to the same period in 1997. The increase in general, administrative and other expense resulted from a $10,000, or 2.0%, increase in employee compensation and benefits, a $10,000, or 13.7%, increase in occupancy and equipment and a $3,000, or 1.5%, increase in other operating expense. The increase in occupancy and equipment expense was primarily due to an increase in depreciation expense on furniture, fixture and equipment during the six month period ended December 31, 1998. Federal Income Taxes - -------------------- The provision for federal income taxes decreased by $45,000, or 21.1%, for the six month period ended December 31, 1998, as compared to the same period in 1997. This decrease resulted primarily from the decrease in net earnings before taxes of $101,000, or 14.7%. The effective tax rates were 28.7% and 31.0% for the six month periods ended December 31, 1998 and 1997, respectively. Comparison of Operating Results for the Three Month Periods - ----------------------------------------------------------- Ended December 31, 1998 and 1997 - -------------------------------- General - ------- Net earnings amounted to $193,000 for the three months ended December 31, 1998, a decrease of $14,000, or 6.8%, from the $207,000 of net earnings reported for the same period in 1997. The decrease in net earnings in the current period was due to a $29,000 decrease in net interest income, offset by a $3,000 decrease in provision for losses on loans, a $1,000 increase in other income, a $2,000 decrease in general administrative and other expense, and a $9,000 decrease in the provision for federal income taxes. Net Interest Income - ------------------- Net interest income decreased by $29,000, or 4.0%, for the three months ended December 31, 1998, compared to the 1997 period. Interest income on loans decreased by $43,000, or 4.2%, due primarily to a $1.6 million, or 3.2%, decrease in the weighted- average balance of loans outstanding year to year and due to a 10 basis point decrease in the average yield on loans, from 8.31% to 8.21%. Interest income on mortgage-backed securities decreased by $57,000, or 17.5%, due primarily to a $3.2 million, or 16.2%, decrease in the weighted-average balance outstanding. Interest income on investment securities and interest-bearing deposits decreased by $68,000, or 30.4%, due primarily to a decrease in the weighted-average balance outstanding of $3.7 million, or 25.0%, and due to a decline in the average yields available on investment securities and interest-bearing deposits. 14 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 December 31, 1998 and 1997 (continued) - -------------------------------- Net Interest Income (continued) - ------------------- Interest expense on deposits increased by $7,000, or 1.1%, due to a $2.1 million, or 3.9%, increase in the weighted-average balance of deposits outstanding, offset by a 12 basis point decrease in the average cost of deposits year to year, from 4.50% to 4.38%. Interest expense on borrowings decreased by $146,000, or 59.8%, during the current period, due to a $10.6 million, or 59.2%, decrease in the weighted-average balance of advances outstanding from the Federal Home Loan Bank. As a result of the foregoing changes in interest income and interest expense, net interest income decreased by $29,000, or 4.0%, to a total of $699,000 for the three months ended December 31, 1998, as compared to the same period in 1997. The interest rate spread amounted to approximately 2.98% and 2.78% during the respective 1998 and 1997 three month periods, while the net interest margin amounted to approximately 3.69% in 1998 and 3.45% in 1997. 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 $7,000 and a $10,000 provision for losses on loans during the three month periods ended December 31, 1998 and 1997, respectively. 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. Other Income - ------------ Other income increased by $1,000, or 2.2%, for the three months ended December 31, 1998, compared to the same period in 1997, due to a $1,000, or 3.2%, increase in service charges for the three months ended December 31, 1998 compared to the 1997 period. General, Administrative and Other Expense - ----------------------------------------- General, administrative and other expense decreased by $2,000, or 0.4%, during the three month period ended December 31, 1998, compared to the same period in 1997. The decrease in general, administrative and other expense resulted from a $5,000, or 1.8%, decrease in employee compensation and benefits, and a $2,000, or 1.8%, decrease in other operating expense offset by a $4,000, or 10.8%, increase in occupancy and equipment and a $1,000, or 3.4%, increase in data processing. 15 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 December 31, 1998 and 1997 (continued) - -------------------------------- Federal Income Taxes - -------------------- The provision for federal income taxes decreased by $9,000, or 10.1%, for the three month period ended December 31, 1998, as compared to the same period in 1997. This decrease resulted primarily from the decrease in net earnings before taxes of $23,000, or 7.8%. The effective tax rates were 29.3% and 30.1% for the three month periods ended December 31, 1998 and 1997, respectively. Year 2000 Compliance Matters - ---------------------------- As with all providers of financial services, the Savings Bank's operations are heavily dependent on information technology systems. The Savings Bank is addressing the potential problems associated with the possibility that the computers that control or operate the Bank's information technology system and infrastructure may not be programmed to read four-digit date codes and, upon arrival of the year 2000, may recognize the two- digit code "00" as the year 1900, causing systems to fail to function or to generate erroneous data. As part of the awareness and assessment phases of its action plan related to the Year 2000 problem, the Savings Bank identified the operating systems that it considers critical to the on-going operations of the Savings Bank. The Savings Bank is working with companies that supply or service its information technology systems to remedy any year 2000 problems. Of the systems that the Savings Bank identified as mission- critical, the most significant is the on-line core account processing system that is performed by a third party service provider, Intrieve, Inc. The service provider is converting its hardware to a new Year 2000 compliant system. The Savings Bank's conversion to this new system was completed on October 17, 1998. The service provider successfully performed Year 2000 proxy testing with several of its larger users during early October 1998. On November 15, 1998, the Savings Bank performed final customer testing, which was designed to test the Savings Bank's unique equipment configuration and communications link to the service provider. In September 1998, the Savings Bank developed a contingency plan in case the mission-critical systems are not successfully renovated in a timely manner or if they actually fail at Year 2000 critical dates. The contingency plan states that the bank deems the likelihood of failure of the service provider's efforts to renovate Year 2000 changes to the on-line core account processing system to be remote; however, a more likely scenario is that the service provider's system will be down for several days or weeks upon arrival of Year 2000. The plan, therefore, primarily addresses action to deal with the latter possibility rather than with a catastrophic event. The Savings Bank does not consider contingency planning to be a static process; therefore, the plan will be amended to address a catastrophic event if testing results indicate greater concern. 16 KENTUCKY FIRST BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Year 2000 Compliance Matters (continued) - ---------------------------- Management of the Savings Bank has developed an estimate of expenses that are reasonably likely to be incurred by the Savings Bank in connection with this issue; however, the Savings Bank does not expect to incur significant expense to implement the necessary corrective measurers. No assurance can be given, however, that significant expense will not be incurred in future periods. In the event that the Savings Bank is ultimately required to purchase replacement computer systems, programs and equipment, or incur substantial expense to make the Savings Bank's current systems, programs and equipment Year 2000 compliant, the Savings Bank's net earnings and financial condition could be adversely affected. In addition to possible expense related to its own systems, the Savings Bank could incur losses if loan payments are delayed due to Year 2000 problems affecting any major borrowers in the Savings Bank's primary market area. Because the Savings Bank's loan portfolio is highly diversified with regard to individual borrowers and types of businesses and the Savings Bank's primary market area is not significantly dependent upon one employer or industry, the Savings Bank does not expect any significant or prolonged difficulties that will affect net earnings or cash flow. 17 KENTUCKY FIRST BANCORP, INC. PART II ITEM 1. Legal Proceedings ----------------- Not applicable ITEM 2. Changes in Securities and Use of Proceeds ----------------------------------------- Not applicable ITEM 3. Defaults Upon Senior Securities ------------------------------- Not applicable ITEM 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- On November 11, 1998, the Annual Meeting of the Corporation's Shareholders was held. Three directors nominated were elected to terms expiring in 2001 by the following votes: Betty J. Long For: 1,097,433 Withheld: 8,280 Milton G. Rees For: 1,098,513 Withheld: 7,200 Wilbur H. Wilson For: 1,098,513 Withheld: 7,200 ITEM 5. Other Information ----------------- None ITEM 6. Exhibits and Reports on Form 8-K -------------------------------- Reports on Form 8-K: None Exhibits: 27 Financial Data Schedule for the six months ended December 31, 1998 18 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: February 9, 1999 By: /s/Betty J. Long ------------------------- Betty J. Long President and Chief Executive Officer Date: February 9, 1999 By: /s/Russell M. Brooks ------------------------- Russell M. Brooks Executive Vice President and Financial Officer 19