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, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-26556 KLAMATH FIRST BANCORP, INC. (Exact name of registrant as specified in its charter) Oregon 93-1180440 State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification Number) 540 Main Street, Klamath Falls, Oregon 97601 Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (541) 882-3444 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO . As of January 29, 2001, there were issued 7,206,297 shares of the Registrant's Common Stock. The Registrant's voting common stock is traded over-the-counter and is listed on the Nasdaq National Market under the symbol "KFBI." KLAMATH FIRST BANCORP, INC. AND SUBSIDIARY TABLE OF CONTENTS Part I. Financial Information - ------- ---------------------- Item 1. Financial Statements Page ---- Consolidated Balance Sheets (As of December 31, 2000 and September 30, 2000) 3 Consolidated Statements of Earnings (For the three months ended December 31, 2000 and 1999) 4 Consolidated Statements of Shareholders' Equity (For the year ended September 30, 2000 and for the three months ended December 31, 2000) 5 Consolidated Statements of Cash Flows (For the three months ended December 31, 2000 and 1999) 6 - 7 Notes to Consolidated Financial Statements 8 - 11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 - 15 Part II. Other Information - -------- ------------------- Item 1. Legal Proceedings 16 Item 2. Changes in Securities 16 Item 3. Defaults Upon Senior Securities 16 Item 4. Submission of Matters to a Vote of Security Holders 16 Item 5. Other Information 16 Item 6. Exhibits and Reports on Form 8-K 16 Signatures 17 2 KLAMATH FIRST BANCORP, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2000 AND SEPTEMBER 30, 2000 (Unaudited) December 31, 2000 September 30, 2000 ASSETS -------------------- -------------------- Cash and due from banks ................................................. $ 26,354,502 $ 19,998,788 Interest bearing deposits with banks .................................... 440,382 2,077,359 Federal funds sold and securities purchased under agreements to resell .. 2,097,006 7,870,453 -------------------- -------------------- Total cash and cash equivalents ...................................... 28,891,890 29,946,600 Investment securities available for sale, at fair value (amortized cost: $119,821,880 and $118,689,247) ....................... 119,146,609 116,627,756 Investment securities held to maturity, at amortized cost (fair value: $727,083 and $726,889) ......................................... 723,576 723,838 Mortgage backed and related securities available for sale, at fair value (amortized cost: $68,633,079 and $75,483,569) ................... 69,040,121 75,331,311 Mortgage backed and related securities held to maturity, at amortized cost (fair value: $2,062,580 and $2,145,918) .......................... 2,071,333 2,159,868 Loans receivable, net ................................................... 725,612,067 729,036,847 Real estate owned and repossessed assets ................................ 768,649 788,400 Premises and equipment, net ............................................. 13,004,547 12,727,570 Stock in Federal Home Loan Bank of Seattle, at cost ..................... 12,070,500 11,876,500 Accrued interest receivable ............................................. 7,001,061 6,432,073 Deferred federal and state income taxes ................................. -- 230,893 Core deposit intangible ................................................. 7,712,494 8,125,664 Other assets ............................................................ 1,497,930 1,567,318 -------------------- -------------------- Total assets ......................................................... $ 987,540,777 $ 995,574,638 ==================== ==================== LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES Deposit liabilities ................................................... $ 692,850,745 $ 695,380,871 Accrued interest on deposit liabilities ............................... 1,311,279 1,185,076 Advances from borrowers for taxes and insurance ....................... 326,044 9,653,376 Advances from Federal Home Loan Bank of Seattle ....................... 173,000,000 173,000,000 Short term borrowings ................................................. 5,400,000 3,000,000 Accrued interest on borrowings ........................................ 892,751 857,163 Pension liabilities ................................................... 920,545 887,896 Deferred federal and state income taxes ............................... 508,404 -- Other liabilities ..................................................... 2,944,796 2,885,695 -------------------- -------------------- Total liabilities ................................................... 878,154,564 886,850,077 -------------------- -------------------- Commitments and contingencies SHAREHOLDERS' EQUITY Preferred stock, $.01 par value, 500,000 shares authorized; none issued -- -- Common stock, $.01 par value, 35,000,000 shares authorized, December 31, 2000 - 7,206,297 issued, 6,530,917 outstanding September 30, 2000 - 7,366,226 issued, 6,692,428 outstanding ......... 72,063 73,662 Additional paid-in capital ............................................ 35,885,629 37,701,796 Retained earnings-substantially restricted ............................ 80,534,609 79,713,255 Unearned shares issued to ESOP ........................................ (4,696,637) (4,893,250) Unearned shares issued to MRDP ........................................ (2,243,149) (2,498,378) Net unrealized loss on securities available for sale, net of tax ...... (166,302) (1,372,524) -------------------- -------------------- Total shareholders' equity .......................................... 109,386,213 108,724,561 -------------------- -------------------- Total liabilities and shareholders' equity ............................. $ 987,540,777 $ 995,574,638 <FN> ==================== ==================== See notes to consolidated financial statements. </FN> 3 KLAMATH FIRST BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) Three Months Ended Three Months Ended December 31, December 31, 2000 1999 -------------------- -------------------- INTEREST INCOME Loans receivable ...................................................... $ 14,244,031 $ 14,245,591 Mortgage backed and related securities ................................ 1,236,056 1,083,930 Investment securities ................................................. 2,046,535 2,521,529 Federal funds sold and securities purchased under agreements to resell 185,063 97,124 Interest bearing deposits ............................................. 104,664 102,273 -------------------- -------------------- Total interest income ............................................... 17,816,349 18,050,447 -------------------- -------------------- INTEREST EXPENSE Deposit liabilities ................................................... 7,603,335 7,023,403 Advances from FHLB of Seattle ......................................... 2,609,469 2,771,028 Other ................................................................. 125,417 18,930 -------------------- -------------------- Total interest expense .............................................. 10,338,221 9,813,361 -------------------- -------------------- Net interest income ................................................. 7,478,128 8,237,086 Provision for loan losses ............................................... 228,000 108,000 -------------------- -------------------- Net interest income after provision for loan losses ....................................................... 7,250,128 8,129,086 -------------------- -------------------- NON-INTEREST INCOME Fees and service charges .............................................. 870,656 770,719 Gain on sale of investments ........................................... 7,918 6,836 Gain on sale of real estate owned ..................................... 14,491 117,566 Other income .......................................................... 220,415 137,255 -------------------- -------------------- Total non-interest income ........................................... 1,113,480 1,032,376 -------------------- -------------------- NON-INTEREST EXPENSE Compensation, employee benefits and related expense ................... 2,908,944 2,747,612 Occupancy expense ..................................................... 581,392 551,520 Data processing expense ............................................... 231,024 221,049 Insurance premium expense ............................................. 34,792 75,829 Loss on sale of investments ........................................... 30,632 -- Amortization of core deposit intangible ............................... 413,169 413,169 Other expense ......................................................... 1,582,733 1,856,922 -------------------- -------------------- Total non-interest expense .......................................... 5,782,686 5,866,101 -------------------- -------------------- Earnings before income taxes ............................................ 2,580,922 3,295,361 Provision for income taxes .............................................. 895,877 1,266,751 -------------------- -------------------- Net earnings ............................................................ $ 1,685,045 $ 2,028,610 ==================== ==================== Earnings per common share - basic ....................................... $ 0.25 $ 0.29 Earnings per common share - diluted ..................................... $ 0.25 $ 0.29 Weighted average common shares outstanding - basic ...................... 6,652,096 7,021,894 Weighted average common shares outstanding - with dilution .............. 6,653,266 7,021,894 <FN> See notes to consolidated financial statements. </FN> 4 KLAMATH FIRST BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY FOR THE YEAR ENDED SEPTEMBER 30, 2000 AND THE THREE MONTHS ENDED DECEMBER 31, 2000 (Unaudited) Common Common Additional Unearned Unearned Other Total stock stock paid-in Retained shares issuedshares issued comprehensive shareholders' shares amount capital earnings to ESOP to MRDP income (loss) equity ---------- -------- ----------- ----------- ------------ ------------ ------------ ------------- Balance at October 1, 1999 . 7,062,092 $ 79,084 $43,794,535 $76,866,452 ($5,871,900) ($3,519,296) ($1,763,412) $109,585,463 Cash dividends ............. -- -- -- (3,579,349) -- -- -- (3,579,349) Stock repurchased and retired (542,151) (5,422) (6,249,273) -- -- -- -- (6,254,695) ESOP contribution .......... 97,865 -- 142,826 -- 978,650 -- -- 1,121,476 MRDP contribution .......... 74,622 -- 13,708 -- -- 1,020,918 -- 1,034,626 ---------- -------- ----------- ----------- ----------- ----------- ----------- ----------- 6,692,428 73,662 37,701,796 73,287,103 (4,893,250) (2,498,378) (1,763,412) 101,907,521 Comprehensive income Net earnings ............ 6,426,152 6,426,152 Other comprehensive income: Unrealized gain on securities, net of tax and reclassification adjustment (1)........ 390,888 390,888 ----------- Total comprehensive income ............... 6,817,040 ---------- -------- ----------- ----------- ----------- ----------- ----------- ----------- Balance at September 30, 2000 6,692,428 73,662 37,701,796 79,713,255 (4,893,250) (2,498,378) (1,372,524) 108,724,561 Cash dividends ............. -- -- -- (863,691) -- -- -- (863,691) Stock repurchased and retired (159,929) (1,599) (1,862,051) -- -- -- -- (1,863,650) ESOP contribution .......... (4,805) -- 42,457 -- 196,613 -- -- 239,070 MRDP contribution .......... 3,223 -- 3,427 -- -- 255,229 -- 258,656 ---------- -------- ----------- ----------- ----------- ----------- ----------- ----------- 6,530,917 72,063 35,885,629 78,849,564 (4,696,637) (2,243,149) (1,372,524) 106,494,946 Comprehensive income Net earnings ............ 1,685,045 1,685,045 Other comprehensive income: Unrealized gain on securities, net of tax and reclassification adjustment (2)........ 1,206,222 1,206,222 ----------- Total comprehensive income ............... 2,891,267 ---------- -------- ----------- ----------- ----------- ----------- ----------- ----------- Balance at December 31, 2000 6,530,917 $ 72,063 $35,885,629 $80,534,609 ($4,696,637) ($2,243,149) ($ 166,302)$109,386,213 ========== ======== =========== =========== =========== =========== =========== =========== <FN> (1) Net unrealized holding gain on securities of $440,870 (net of $270,211 tax expense) less reclassification adjustment for gains included in net earnings of $49,982 (net of $30,634 tax expense). (2) Net unrealized holding loss on securities of $1,224,427 (net of $750,456 tax expense) less reclassification adjustment for gains included in net earnings of $18,205 (net of $11,158 tax expense). See notes to consolidated financial statements. </FN> 5 KLAMATH FIRST BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999 (Unaudited) Three Months Ended Three Months Ended December 31, December 31, 2000 1999 -------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES Net earnings ........................................................ $ 1,685,045 $ 2,028,610 ADJUSTMENTS TO RECONCILE NET EARNINGS TO NET CASH PROVIDED BY OPERATING ACTIVITIES Depreciation and amortization ....................................... 714,933 722,128 Provision for loan losses ........................................... 228,000 108,000 Provision for losses on real estate owned ........................... -- 120,000 Compensation expense related to ESOP benefit ........................ 239,070 291,401 Compensation expense related to MRDP Trust .......................... 258,656 258,656 Net amortization of premiums (discounts) paid on investment and mortgage backed and related securities ............. 31,837 70,505 Increase (decrease) in deferred loan fees, net of amortization ...... (108,358) (77,888) Accretion of discounts on purchased loans ........................... 2,192 (1,879) Net gain (loss) on sale of investment and mortgage backed and related securities ..................................... 22,714 (6,836) Gain on sale of real estate owned and fixed assets .................. (16,157) (117,566) FHLB stock dividend ................................................. (194,000) (200,200) CHANGES IN ASSETS AND LIABILITIES Accrued interest receivable ......................................... (568,988) (228,552) Other assets ........................................................ 29,388 263,905 Accrued interest on deposit liabilities ............................. 126,203 60,178 Accrued interest on borrowings ...................................... 35,588 894,927 Pension liabilities ................................................. 32,649 32,649 Other liabilities ................................................... 153,019 942,547 -------------------- -------------------- Net cash provided by operating activities ............................... 2,671,791 5,160,585 -------------------- -------------------- CASH FLOWS FROM INVESTING ACTIVITIES Principal repayments received on mortgage backed and related securities held to maturity .......................... 87,316 141,592 Principal repayments received on mortgage backed and related securities available for sale ........................ 6,829,421 3,450,154 Principal repayments received on loans .............................. 21,253,492 25,629,270 Loan originations ................................................... (24,457,738) (30,642,882) Loans sold .......................................................... 6,366,479 3,403,823 Purchase of investment securities available for sale .......................................................... (11,532,379) (1,110,000) Proceeds from sale of investment securities available for sale ................................................ 10,367,746 10,051,563 Proceeds from sale of real estate owned and premises and equipment ............................................ 192,057 1,090,381 Capitalized improvements to real estate owned ....................... (15,437) -- Purchases of premises and equipment ................................. (538,741) (710,710) -------------------- -------------------- Net cash provided by investing activities ............................... 8,552,216 11,303,191 -------------------- -------------------- 6 KLAMATH FIRST BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999 (Unaudited) (Continued) Three Months Ended Three Months Ended December 31, December 31, 2000 1999 -------------- --------------- CASH FLOWS FROM FINANCING ACTIVITIES Decrease in deposit liabilities, net of withdrawals ....................................($ 2,530,126)($ 2,163,559) Proceeds from FHLB advances ......................................... -- 92,000,000 Repayments of FHLB advances ......................................... -- (76,000,000) Proceeds from short term borrowings ................................. 2,400,000 -- Stock repurchase and retirement ..................................... (1,863,650) (3,349,000) Advances from borrowers for taxes and insurance ..................... (9,327,332) (9,094,151) Dividends paid ...................................................... (957,609) (988,548) -------------------- -------------------- Net cash provided by (used in) financing activities ..................... (12,278,717) 404,742 -------------------- -------------------- Net increase (decrease) in cash and cash equivalents ........................................................... (1,054,710) 16,868,518 Cash and cash equivalents at beginning of period ............................................................. 29,946,600 24,522,589 -------------------- -------------------- Cash and cash equivalents at end of period .............................. $ 28,891,890 $ 41,391,107 ==================== ==================== SUPPLEMENTAL SCHEDULE OF INTEREST AND INCOME TAXES PAID Interest paid ....................................................... $ 10,176,430 $ 8,858,256 Income taxes paid ................................................... -- -- SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES Net unrealized gain (loss) on securities available for sale, net of tax .................................... $ 1,206,222 ($ 1,042,770) Dividends declared and accrued in other liabilities ....................................................... 956,852 953,360 Loans transferred to real estate owned .............................. 140,712 642,286 Write down of real estate owned ..................................... -- 120,000 <FN> See notes to consolidated financial statements </FN> 7 KLAMATH FIRST BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. BASIS OF PRESENTATION In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary for a fair presentation of Klamath First Bancorp, Inc. and subsidiary's (the "Company") financial condition as of December 31, 2000, and September 30, 2000, and the results of its operations and cash flows for the three months ended December 31, 2000 and 1999. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K. The results of operations for the three months ended December 31, 2000 and 1999 are not necessarily indicative of the results which may be expected for the entire fiscal year. 2. COMPREHENSIVE INCOME For the three months ended December 31, 2000, the Company's total comprehensive income was $2.9 million compared to $1.0 million for the three months ended December 31, 1999. Total comprehensive income for the three months ended December 31, 2000 was comprised of net income of $1.7 million and other comprehensive income of $1.2 million, net of tax. Total comprehensive income for the three months ended December 31, 1999 was comprised of net income of $2.0 million and other comprehensive loss of $1.0 million, net of tax. 3. ALLOWANCE FOR LOAN LOSSES Activity in allowance for loan losses is summarized as follows: Three Months Ended Year Ended December 31, September 30, 2000 2000 -------------- -------------- Balance, beginning of period $4,082,265 $2,483,625 Charge-offs (16,253) (606,999) Recoveries 777 441,639 Additions 228,000 1,764,000 -------------- -------------- Balance, end of period $4,294,789 $4,082,265 ============== =============== At December 31, 2000 and 1999, impaired loans totaled $78,376 and $1,453,545, respectively. Specifically allocated loan loss reserves related to these loans totaled $8,500 and $302,566, respectively. The average investment in impaired loans for the three months ended December 31, 2000 and 1999 was $79,717 and $484,515, respectively. 4. ADVANCES FROM FEDERAL HOME LOAN BANK Borrowings at December 31, 2000 consisted of one short term advance totaling $5.0 million and seven long term advances totaling $168.0 million from the Federal Home Loan Bank of Seattle ("FHLB"). The advances are collateralized in aggregate by certain mortgages or deeds of trust, securities of the U.S. Government and agencies thereof. 8 Scheduled maturities of advances from the FHLB were as follows: December 31, 2000 September 30, 2000 ------------------------------------------------ ----------------------------------------------- Range of Weighted Range of Weighted interest average interest average Amount rates interest rate Amount rates interest rate ------------- -------------- ------------- -------------- -------------- ------------- Due within one year $ 5,000,000 5.70% 5.70% $ 5,000,000 5.70% 5.70% After one but within five years 10,000,000 6.82% 6.82% 10,000,000 6.65% 6.65% After five but within ten years 158,000,000 4.77%-7.05% 5.86% 158,000,000 4.77%-7.05% 5.86% ------------- ------------- $173,000,000 $173,000,000 ============= ============= 5. COMMITMENTS AND CONTINGENCIES In the ordinary course of business, the Company has various outstanding commitments and contingencies that are not reflected in the accompanying consolidated financial statements. In addition, the Company is a defendant in certain claims and legal actions arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material adverse effect on the consolidated financial condition of the Company. 6. SHAREHOLDERS' EQUITY In May 2000, the Company announced a five percent stock repurchase plan to be completed over a twelve month period. Five percent represents approximately 375,648 shares. As of December 31, 2000, about 76% of the repurchase plan was completed, at a weighted average price of $11.45. 7. EARNINGS PER SHARE Earnings per share ("EPS") is computed in accordance with Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share." Shares held by the Company's Employee Stock Ownership Plan ("ESOP") that are committed for release are considered contingently issuable shares and are included in the computation of basic EPS. Diluted EPS is computed using the treasury stock method, giving effect to potential additional common shares that were outstanding during the period. Potential dilutive common shares include shares awarded but not released under the Company's Management Recognition and Development Plan ("MRDP"), and stock options granted under the Stock Option Plan. Following is a summary of the effect of dilutive securities on weighted average number of shares (denominator) for the basic and diluted EPS calculations. There are no resulting adjustments to net earnings. 9 For the Three Months Ended --------------------------- December 31, December 31, 2000 1999 --------- --------- Weighted average common shares outstanding - basic ....................... 6,652,096 7,021,894 --------- --------- Effect of Dilutive Securities on Number of Shares: MRDP shares ...................................... 1,170 -- Stock options .................................... -- -- --------- --------- Total Dilutive Securities ........................ 1,170 -- --------- --------- Weighted average common shares outstanding - with dilution ..................... 6,653,266 7,021,894 ========= ========= Options to purchase 916,258 shares of common stock were outstanding at September 30 and December 31, 2000 but were not included in the computation of diluted EPS because the options' exercise prices were greater than the average market price of the common shares. Additionally, 80,006 shares awarded under the MRDP but not yet released to the individuals were not included in the computation of diluted EPS at December 31, 1999 because their effect would not have been dilutive. 8. REGULATORY CAPITAL The following table illustrates the compliance by Klamath First Federal Savings and Loan Association (the "Association") with currently applicable regulatory capital requirements at December 31, 2000: To Be Categorized as "Well Capitalized" Under For Capital Prompt Corrective Actual Adequacy Purposes Action Provision ----------------------- --------------------- ---------------------- Amount Ratio Amount Ratio Amount Ratio ------------- -------- ------------ ------- ------------ ------- Total Capital: ........... $108,671,257 20.8% $ 41,831,200 8.0% $ 52,289,000 10.0% (To Risk Weighted Assets) Tier I Capital: .......... 104,500,265 20.0% N/A N/A 31,373,400 6.0% (To Risk Weighted Assets) Tier I Capital: .......... 104,500,265 10.7% 39,107,117 4.0% 48,883,896 5.0% (To Total Assets) Tangible Capital: ........ 104,500,265 10.7% 14,665,169 1.5% N/A N/A (To Tangible Assets) 10 9. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In June 1998, SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, was issued. SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives), and for hedging activities. The effective date of this Statement was deferred by the issuance of SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133. SFAS No. 133 was also amended by SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities. The Company adopted SFAS No. 133, as amended, on October 1, 2000. The adoption of the Statement did not have a material impact on the financial statements of the Company. 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Special Note Regarding Forward-Looking Statements Management's Discussion and Analysis of Financial Condition and Results of Operations and other portions of this report contain certain "forward-looking statements" concerning the future operations of Klamath First Bancorp, Inc. Management desires to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and is including this statement for the express purpose of availing the Company of the protections of such safe harbor with respect to all "forward-looking statements" contained in this quarterly report. We have used "forward-looking statements" to describe future plans and strategies, including our expectations of the Company's future financial results. Management's ability to predict results or the effect of future plans or strategies is inherently uncertain. Factors which could affect actual results include interest rate trends, the general economic climate in the Company's market area and the country as a whole which could affect the collectibility of loan balances, the ability to increase non-interest income through expansion of new lines of business, the ability of the Company to control costs and expenses, competitive products and pricing, loan delinquency rates, and changes in federal and state regulation. These factors should be considered in evaluating the "forward-looking statements," and undue reliance should not be placed on such statements. General The Company, an Oregon corporation, is the unitary savings and loan holding company for the Association. At December 31, 2000, the Company had total consolidated assets of $987.5 million and consolidated shareholders' equity of $109.4 million. The Company is currently not engaged in any business activity other than holding the stock of the Association. Accordingly, the information set forth in this report, including financial statements and related data, relates primarily to the Association. The Association is a traditional, community-oriented savings and loan association that focuses on customer service within its primary market area. Accordingly, the Association is primarily engaged in attracting deposits from the general public through its offices and using those and other available sources of funds to originate permanent residential one- to four-family real estate loans and loans on commercial real estate, multi-family residential properties, and to consumers and small businesses within its market area. While the Association has historically emphasized fixed rate mortgage lending, it has been diversifying its loan portfolio by focusing on increasing the number of originations of commercial real estate loans, multi-family residential loans, residential construction loans, small business loans and non-mortgage consumer loans. A significant portion of these newer loan products carry adjustable rates, higher yields, or shorter terms than the traditional fixed rate mortgages. This lending strategy is designed to enhance earnings, reduce interest rate risk, and provide a more complete range of financial services to customers and the local communities served by the Association. Net interest income, which is the difference between interest and dividend income on interest-earning assets, primarily loans and investment securities, and interest expense on interest-bearing deposits and borrowings, is the major source of profit for the Company. Because the Company depends primarily on net interest income for its earnings, the focus of the Company's management is to create and implement strategies that will provide stable, positive spreads between the yield on interest-earning assets and the cost of interest-bearing liabilities. 12 Such strategies include the Association's expansion of its consumer and commercial loan products. Consumer and commercial loans increased 27% from $17.4 million at December 31, 1999 to $22.1 million at December 31, 2000. To a lesser degree, the net earnings of the Company rely on the level of its non-interest income. The Company is aggressively pursuing strategies to improve its service charge and fee income, and control its non-interest expense, which includes employee compensation and benefits, occupancy and equipment expense, deposit insurance premiums and miscellaneous other expenses. The Association is regulated by the Office of Thrift Supervision ("OTS") and its deposits are insured up to applicable limits under the Savings Association Insurance Fund ("SAIF") of the Federal Deposit Insurance Corporation ("FDIC"). The Association is a member of the Federal Home Loan Bank of Seattle, conducting its business through 36 office facilities, with the main office located in Klamath Falls, Oregon. Construction is under way on a full service branch in Redmond, Oregon. The primary market areas of the Association are the state of Oregon and adjoining areas of California and Washington. Changes in Financial Condition At December 31, 2000, the consolidated assets of the Company totaled $987.5 billion, down slightly from $995.6 million at September 30, 2000. Net loans receivable decreased by $3.4 million to $725.6 million at December 31, 2000, compared to $729.0 million at September 30, 2000. Rising mortgage interest rates have continued to dampen mortgage demand, reducing loan originations this quarter. In addition, the Company sold $4.1 million in single family mortgage loans to Fannie Mae and $2.3 million in commercial real estate loans, further reducing loans receivable. Investment securities increased $2.5 million, or 2.15%, from $117.4 million at September 30, 2000 to $119.9 million at December 31, 2000. This increase was the result of sale of $10.4 million of investment securities available for sale offset by the purchase of $11.5 million of securities. During the three months ended December 31, 2000, $6.9 million of principal payments were received on mortgage backed and related securities ("MBS"), resulting in a decrease in the balance of MBS from $77.5 million at September 30, 2000 to $71.1 million at December 31, 2000. Deposit liabilities decreased $2.5 million, less than 1.00%, from $695.4 million at September 30, 2000 to $692.9 million at December 31, 2000. The decrease reflects the Company's strategy to rely on Federal Home Loan Bank of Seattle borrowed funds which can be acquired at lower rates than corresponding maturities of new deposits. This approach controls interest expense as well as managing scheduled liability maturities. Advances from borrowers for taxes and insurance decreased $9.3 million from September 30, 2000 to December 31, 2000. The decrease is the result of using the reserves to pay the required real estate taxes due on the Association's loans receivable portfolio in November. The Company's total borrowings increased $2.4 million from September 30, 2000 to December 31, 2000. The increase is the result of borrowing by the holding company to fund payment of common stock dividends and for the repurchase of shares. 13 Total shareholders' equity increased $661,652 from $108.7 million at September 30, 2000 to $109.4 million at December 31, 2000. This increase was the combined result of $1.7 million in earnings for the quarter, a $1.2 million increase in unrealized gains on securities available for sale and a $1.9 million reduction due to the buyback of shares. Results of Operations Comparison of Three Months Ended December 31, 2000 and 1999 General. The interest rate environment characterized by a flat to inverted yield curve made it difficult to improve spread income or maintain margins during the quarter ended December 31, 2000. Net interest income for the quarter ended December 31, 2000 decreased by $758,958, or 9.21%, compared to the same period of 1999. This decrease impacted net earnings which decreased from $2.0 million for the three months ended December 31, 1999 to $1.7 million for the three months ended December 31, 2000. Interest Income. The Company recorded interest income of $17.8 million in the first quarter ended December 31, 2000, a decrease of 1.30% from $18.1 million for the same period last year. While average interest earning assets decreased by $41.8 million, or 4.16%, yield increased from 7.19% for the quarter ended December 31, 1999 to 7.40% for the same period of 2000. Yields on all interest earning assets have improved from a year ago. Interest Expense. Total interest expense increased $524,860 from $9.8 million for the quarter ended December 31, 1999 to $10.3 million for the quarter ended December 31, 2000. Average deposits decreased by $24.7 million comparing the three months ended December 31, 1999 to 2000, while the average interest paid on interest-bearing deposits increased 53 basis points from 4.21% for the three months ended December 31, 1999 to 4.74% for the same period ended December 31, 2000. The average balance of borrowings decreased $23.2 million from $200.5 million for the three months ended December 31, 1999 to $177.3 million for the same period ended December 31, 2000. However, the rate paid on borrowings increased by 58 basis points from 5.53% for the quarter ended December 31, 1999 to 6.11% for the same period in 2000. Provision for Loan Losses. The provision for loan losses was $228,000 and there were $16,253 of charge offs, and $777 of recoveries during the three months ended December 31, 2000 compared to a $108,000 provision with $2,414 of charge offs and $340,818 of recoveries during the three months ended December 31, 1999. During the fiscal year ended September 30, 2000, the provision was increased in response to portfolio growth and changes in the composition of the portfolio to include a higher percentage of loans, such as commercial real estate and consumer loans, which are considered to have more associated risk than the Company's traditional portfolio of one- to four-family residential mortgages. Non-Interest Income. Non-interest income continues to show improvement, increasing $81,104, or 7.86%, to $1.1 million for the three months ended December 31, 2000 from $1.0 million for the three months ended December 31, 1999. Income from fees and service charges continues to show growth, increasing by 12.97% from $770,719 for the quarter ended December 31, 1999 to $870,656 for the current quarter. Other non- interest income increased significantly due to gains recorded on sale of mortgage loans to Fannie Mae. Non-Interest Expense. Non-interest expense decreased $83,415, or 1.42%, to $5.8 million for the three months ended December 31, 2000, from $5.9 million in the comparable period in 1999. Compensation, employee benefits and related expense showed a modest increase of 5.87% which reflects salary increases and addition 14 of staff. Other expense decreased by $274,189 primarily due to one-time expenses related to foreclosure of a commercial real estate property during the quarter ended December 31, 1999, which were not repeated during the current quarter. Income Taxes. The provision for income taxes decreased $370,874 for the three months ended December 31, 2000 compared with the prior year. The effective tax rate was 34.7% for the quarter ended December 31, 2000 compared to 38.4% for the same period of 1999. The decrease in effective tax rate is primarily due to an increase in income on tax-exempt municipal securities. 15 PART II - OTHER INFORMATION Item 1. Legal Proceedings The Company is involved in various claims and legal actions arising in the normal course of business. Management believes that these proceedings will not result in a material loss to the Company. Item 2. Changes in Securities Not applicable. Item 3. Defaults Upon Senior Securities Not applicable. Item 4. Submission of Matters to a Vote of Security Holders Not applicable. Item 5. Other Information Not applicable. Item 6. Exhibits and Reports on Form 8-K a) Not applicable. b) Reference is made to the Company's Current Report on From 8-K dated November 2, 2000, announcing that Kermit K. Houser was the new President and Chief Executive Officer of the Company and the Association, effective November 15, 2000, which is incorporated herein by reference. 16 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. KLAMATH FIRST BANCORP, INC. Date: February 13, 2001 By: /s/ Kermit K. Houser --------------------------- Kermit K. Houser, President and Chief Executive Officer Date: February 13, 2001 By: /s/ Marshall Jay Alexander --------------------------- Marshall Jay Alexander, Senior Vice President and Chief Financial Officer 17