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 March 31, 1996 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 3-1180440 - - --------------------------------------------- ------------- (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 of1934 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 April 30, 1996, there were issued and outstanding 12,233,125 shares of the Registrant's Common Stock. Of that total, 978,650 shares are held by the Employee Stock Ownership Plan, of which the total 978,650 shares were not committed to be released, and 489,325 shares are held by the 1996 Management Recognition and Development Plan Trust, of which the total 489,325 shares were not committed to be released. 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 SUBSIDIARIES TABLE OF CONTENTS Part I. Financial Information - - ------- ---------------------- Item 1. Financial Statements Page ---- Consolidated Statements of Financial Condition (As of March 31, 1996 and September 30, 1995) 3 Consolidated Statements of Earnings (For the three months and six months ended March 31, 1996 and 1995) 4 Consolidated Statement of Stockholders' Equity (For the year ended September 30, 1995 and for the six months ended March 31, 1996) 5 Consolidated Statements of Cash Flows (For the six months ended March 31, 1996 and 1995) 6 - 7 Notes to Consolidated Financial Statements 8 - 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 - 16 Part II. Other Information - - -------- ------------------- Item 1. Legal Proceedings 17 Item 2. Changes in Securities 17 Item 3. Defaults Upon Senior Securities 17 Item 4. Submission of Matters to a Vote of Security Holders 17 Item 5. Other Information 17 Item 6. Exhibits and Reports on Form 8-K 17 Signatures 18 KLAMATH FIRST BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION AS OF MARCH 31, 1996 AND SEPTEMBER 30, 1995 (Unaudited) ASSETS March 31, 1996 September 30, 1995 ------------------ ------------------ Cash on hand and in banks $1,580,217 $4,033,723 Interest bearing deposits 1,000,000 994,157 Federal funds sold 5,562,881 170,966,390 ------------------ ------------------ 8,143,098 175,994,270 Investment securities available for sale, at market value 97,057,727 12,605,654 Investment securities held to maturity, at amortized cost (market value: $12,194,540 and $42,178,800 at March 31, 1996 and September 30, 1995, respectively) 12,162,707 42,209,497 Mortgage backed securities available for sale, at market value 31,610,951 -- Mortgage backed securities held to maturity, at amortized cost (market value $7,142,535 at March 31, 1996 and $0.00 at September 30, 1995) 7,169,721 -- Loans receivable, net 433,233,607 403,543,725 Real estate owned 147,029 24,384 Premises and equipment, net 5,120,694 5,231,903 Stock in Federal Home Loan Bank of Seattle, at cost 4,590,700 4,425,900 Accrued interest receivable, net 4,566,266 3,431,594 Other assets 860,095 372,654 ------------------ ------------------ Total assets $604,662,595 $647,839,581 ================== ================== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Savings deposits 390,195,025 384,379,531 Stock over subscription -- 65,685,300 Accrued interest on savings deposits 751,530 1,028,766 Advances from borrowers for taxes and insurance 3,135,561 7,966,422 Advances from Federal Home Loan Bank of Seattle 40,000,000 20,000,000 Pension liability 676,709 616,035 Deferred federal and state income taxes 1,176,270 896,876 Other liabilities 1,033,424 2,581,586 ------------------ ------------------ Total liabilities 436,968,519 483,154,516 ------------------ ------------------ Stockholders' equity: Preferred stock, $.01 par value, 500,000 shares authorized; none issued -- -- Common stock, $.01 par value, 35,000,000 shares authorized; issued and outstanding 12,233,125 shares 122,331 122,331 Additional paid-in-capital 119,382,050 119,230,653 Retained earnings-substantially restricted 59,165,203 55,811,362 Unearned ESOP shares at cost (9,297,175) (9,786,500) Unrealized loss on securities available for sale, net of tax (1,678,333) (692,781) ------------------ ------------------ Total stockholders' equity 167,694,076 164,685,065 ------------------ ------------------ Total liabilities and stockholders' equity $604,662,595 $647,839,581 ================== ================== The accompanying notes are an integral part of these consolidated financial statements. KLAMATH FIRST BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) Three Months Ended Three Months Ended Six Months Ended Six Months Ended March 31, 1996 March 31, 1995 March 31, 1996 March 31, 1995 ---------------------- ---------------------- ---------------------- ------------------ Interest Income: Loans receivable $8,645,846 $7,465,811 $16,904,150 $14,776,025 Mortgage backed securities 465,656 -- 730,511 -- Investment securities 1,759,474 1,053,738 3,181,255 2,130,011 Federal funds sold 180,492 54,376 1,022,671 157,125 Interest bearing deposits 86,636 28,898 218,067 80,665 ------------------ ------------------ ------------------ ------------------ Total interest income 11,138,104 8,602,823 22,056,654 17,143,826 ------------------ ------------------ ------------------ ------------------ Interest expense: Savings deposits 5,024,369 4,568,191 10,120,225 9,121,168 FHLB advances 582,378 258,826 1,009,517 326,192 Other 18,759 21,904 62,871 64,895 ------------------ ------------------ ------------------ ------------------ Total interest expense 5,625,506 4,848,921 11,192,613 9,512,255 ------------------ ------------------ ------------------ ------------------ Net interest income 5,512,598 3,753,902 10,864,041 7,631,571 Provision for loan losses 30,000 60,000 60,000 60,000 ------------------ ------------------ ------------------ ------------------ Net interest income after provision for loan losses 5,482,598 3,693,902 10,804,041 7,571,571 ------------------ ------------------ ------------------ ------------------ Non-interest income: Fees and service charges 58,601 39,775 119,474 78,877 Gain on sale of real estate owned, net -- 27,139 -- 52,540 Other income 39,201 25,364 57,798 38,084 ------------------ ------------------ ------------------ ------------------ Total non-interest income 97,802 92,278 177,272 169,501 ------------------ ------------------ ------------------ ------------------ Non-interest expense: Compensation, employee benefits and related expense 955,357 684,747 1,936,986 1,443,781 Occupancy expense 254,627 224,299 485,947 449,552 Data processing expense 89,706 94,341 181,138 164,005 Insurance premium expense 238,430 223,272 463,072 437,662 Loss on sale of real estate owned, net -- -- 4,690 -- Other expense 390,232 328,858 696,368 626,282 ------------------ ------------------ ------------------ ------------------ Total non-interest expense 1,928,352 1,555,517 3,768,201 3,121,282 ------------------ ------------------ ------------------ ------------------ Earnings before income taxes 3,652,048 2,230,663 7,213,112 4,619,790 Provision for income tax 1,245,082 896,544 2,565,007 1,795,000 ------------------ ------------------ ------------------ ------------------ Net earnings $2,406,966 $1,334,119 $4,648,105 $2,824,790 ================== ================== ================== ================== Earnings per common share (based on weighted average shares outstanding) $.21 N/A $.41 N/A Weighted average number of shares outstanding 11,254,475 N/A 11,254,475 N/A The accompanying notes are an integral part of these consolidated financial statements. KLAMATH FIRST BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDED SEPTEMBER 30, 1995 AND THE SIX MONTHS ENDED MARCH 31, 1996 (Unaudited) Common Stock Common Stock Additional Unearned Unrealized Total --------------------------------- paid-in Retained ESOP shares gain (loss) stockholders' Shares Amount capital earnings at cost on securities equity ------------------------------------------------------------------------------------------------------------- Balance at: September 30, 1994 -- $-- $-- $50,237,259 $-- $929,615) $49,307,644 Issuance of common stock 12,233,125 122,331 119,230,653 -- (9,786,500) -- 109,566,484 Unrealized gain on investments available for sale -- -- -- -- -- 236,834 236,834 Net earnings -- -- -- 5,574,103 -- -- 5,574,103 ------------------------------------------------------------------------------------------------------------- Balance at: September 30, 1995 12,233,125 122,331 119,230,653 55,811,362 (9,786,500) (692,781) 164,685,065 Cash dividends -- -- -- (1,294,264) -- -- (1,294,264) ESOP contribution -- -- 151,397 -- 489,325 -- 640,722 Unrealized gain(loss) on investments available for sale -- -- -- -- -- (985,552) (985,552) Net earnings -- -- -- 4,648,105 -- -- 4,648,105 ------------------------------------------------------------------------------------------------------------ Balance at: March 31, 1996 12,233,125 $122,331 $119,382,050 $59,165,203 ($9,297,175) ($1,678,333) $167,694,076 ============ =========== ============ =========== ============ ============ ============ The accompanying notes are an integral part of these consolidated financial statements. KLAMATH FIRST BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED MARCH 31, 1996 AND 1995 (Unaudited) Six Months Ended Six Months Ended March 31, 1996 March 31, 1995 -------------------- -------------------- Cash flows from operating activities: Net earnings $4,648,105 $2,824,790 ---------------- ---------------- Adjustments to reconcile net earnings to net cash used by operating activities: Depreciation 206,616 172,748 Provision for loan losses 60,000 60,000 Amortization of net (discounts) premiums paid on securities (53,854) 129,877 Increase in deferred fees 271,832 165,542 Increase in discounts, net of amortization (159) (529) ESOP related compensation expense 640,722 -- (Gain) Loss on sale of real estate owned 4,690 (2,062) FHLB stock dividend (164,800) (128,800) Changes in assets and liabilities: Accrued interest receivable (1,134,672) (84,019) Other assets (487,442) (558,554) Accrued interest payable (277,236) 124,642 Advances from borrowers (4,830,861) (4,855,311) Pension liability 60,674 35,010 Deferred taxes 519,232 452,788 Other liabilities (67,916,070) (398,836) ---------------- ---------------- Total adjustments (73,101,328) (4,887,504) ---------------- ---------------- Net cash used by operating activities (68,453,223) (2,062,714) ---------------- ---------------- Cash flows from investing activities: Maturity of investment securities held to maturity 66,082,000 2,000,000 Principal repayments received on investment securities 351,567 -- Principal repayments received on mortgage backed securities 2,831,052 -- Principal repayments received on loans 32,066,766 17,858,616 Loan originations (62,235,350) (34,991,705) Purchase of investment securities (121,814,741) -- Purchase of mortgage backed securities (41,807,369) -- Proceeds from sale of real estate owned 19,694 97,771 Proceeds from sale of fixed assets 973 -- Additions to premises and equipment (96,380) (767,109) ---------------- ---------------- Net cash used in investing activities (124,601,788) (15,802,427) ---------------- ---------------- Cash flows from financing activities: (Decrease) increase in savings deposits, net of withdrawals 5,815,494 (13,994,896) Increase in FHLB advances 20,000,000 22,000,000 Dividends paid (611,655) -- ---------------- ---------------- Net cash flows from financing activities 25,203,839 8,005,104 ---------------- ---------------- Net decrease in cash and cash equivalents (167,851,172) (9,860,037) Six Months Ended Six Months Ended March 31, 1996 March 31, 1995 -------------------- -------------------- Cash and cash equivalents at beginning of year 175,994,270 19,557,018 ---------------- ---------------- Cash and cash equivalents at end of period $8,143,098 $9,696,981 ================ ================ Supplemental schedule of interest and income taxes paid: Interest paid 11,469,849 9,387,613 Income taxes paid 2,469,173 1,632,000 ================ ================ The accompanying notes are an integral part of these consolidated financial statements. /TABLE KLAMATH FIRST BANCORP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. BASIS OF PRESENTATION In the opinion of Management, the accompanying unaudited consolidated statements contain all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of Klamath First Bancorp, Inc.'s (the "Company") Financial Condition as of March 31, 1996, and September 30, 1995 and the Results of Operations for the three months ended March 31, 1996 and 1995 and for the six months ended March 31, 1996 and 1995 and the Statements of Cash Flows for the six months ended March 31, 1996 and 1995. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principals 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 and six months ended March 31, 1996 are not necessarily indicative of the results which may be expected for the entire fiscal year. 2. ALLOWANCE FOR LOAN LOSSES The Company adopted Statement of Financial Accounting Standards No. 114 (SFAS No. 114), "Accounting by Creditors for Impairment of a Loan" and SFAS No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures" as of October 1, 1995. SFAS No. 114 requires that impaired loans be measured based on the present value of the expected cash flows discounted at the loan's effective interest rate or the loan's market price, or the fair value of the collateral if the loan is collateral dependent. SFAS No. 118 amends SFAS No. 114 to allow a creditor to use existing methods for recognizing interest income on impaired loans, in addition to outlining disclosure requirements. The adoption of SFAS No. 114 and SFAS No. 118 did not result in additional provisions for loan losses because the majority of impaired loan valuations continue to be based on the fair value of collateral. Activity in allowance for loan losses is summarized as follows: March 31, 1996 September 30, 1995 -------------- ------------------ Balance, beginning of year $807,820 $754,803 Charge-offs -- (66,983) Additions 60,000 120,000 -------------- ----------------- Balance, end of period $867,820 $807,820 ============== ================= 3. INVESTMENT SECURITIES On November 15, 1995, the Financial Accounting Standards Board ("FASB") published implementation guidance on SFAS No. 115 "Accounting for Certain Investments in Debt and Equity Securities", that allows a corporation a one time reassessment of the appropriateness of the classification of its debt securities under a special transition provision. Debt securities classified as "held to maturity" are reported in financial statements at amortized cost while those classified as "available for sale" are reported at fair value and unrealized gains and losses on such securities are reported as a net amount in a separate component of stockholders' equity. The net unrealized gain or loss on securities classified as available for sale fluctuates based on several factors, including market interest rates, prepayment rates and the portfolio amount. As permitted by the implementation guidance, the Company transferred certain of its debt securities from the held-to-maturity portfolio to the available-for-sale portfolio. Total amortized cost of securities transferred and the related unrealized gains at the date of transfer totalled $28.8 million and $100,137, respectively. During the first two quarters of the year, the Company purchased mortgage backed securities ("MBS") that are primarily variable-rate obligations and are subject to prepayment and interest-rate risk similar to variable-rate loans. MBS at March 31, 1996, had a quoted market value of $38,753,486. Expected maturities on these MBS will differ from contract maturities because borrowers may have the right to prepay obligations with or without prepayment penalties. 4. BORROWINGS FROM FEDERAL HOME LOAN BANK Borrowings at March 31, 1996 consisted of one short term advance of $20 million and three long term advances totalling $20 million from the Federal Home Loan Bank ("FHLB") of Seattle . The short term advance had an interest rate of 5.15%, which reprices quarterly based on the three month London Interbank Offer Rate ("LIBOR") index less 10 basis points. Two long term advances for $5 million each had interest rates from 5.32% to 5.36% and reprice quarterly based on the three month LIBOR index plus 5 basis points. The other long term advance for $10 million had an interest rate of 5.25% and reprices semi-annually based on the six month LIBOR index. The advances are collateralized by certain residential first mortgage loans, deposits with the FHLB, and FHLB stock. 5. 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 March 31, 1996: ---------------------------------------------------------- Tangible capital ---------------------------------------------------------- Amount Percent --------------- -------- GAAP capital $119,165,194 21.3 % General loan valuation allowance -- -- ------------------------------ Regulatory capital computed 119,165,194 21.3 Minimum capital requirement 8,399,885 1.5 ------------------------------ Regulatory capital excess $110,765,309 19.8 % =============== ========== ---------------------------------------------------------- Core capital ---------------------------------------------------------- Amount Percent -------------- -------- GAAP capital $119,165,194 21.3 % General loan valuation allowance -- -- ----------------------------- Regulatory capital computed 119,165,194 21.3 Minimum capital requirement 16,799,771 3.0 ----------------------------- Regulatory capital excess $102,365,423 18.3 % ============== ========== ---------------------------------------------------------- Risk-based capital ---------------------------------------------------------- Amount Percent -------------- -------- GAAP capital $119,165,194 45.7 % General loan valuation allowance 867,820 0.4 ----------------------------- Regulatory capital computed 120,033,014 46.1 Minimum capital requirement 20,852,296 8.0 ----------------------------- Regulatory capital excess $99,180,718 38.1 % ============== ========== /TABLE MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General The Company, an Oregon corporation, became the unitary savings and loan holding company for the Association upon the Association's conversion from a federally chartered mutual to a federally chartered stock savings and loan association on October 4, 1995. At March 31, 1996, the Company had total consolidated assets of $604.7 million and consolidated stockholders' equity of $167.7 million. The Company is currently not engaged in any other business activity other than holding the stock of the Association, and investing its share of the net proceeds from the stock offering in conjunction with the conversion. Accordingly, the information set forth in this report, including financial statements and related data, relates primarily to the Association and its subsidiary. 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 within its market area and to a lesser extent on commercial property, multi-family dwellings, commercial loans and consumer loans. The Company's profitability depends primarily on its net interest income, which is the difference between interest and dividend income on interest-earning assets, principally loans and investment securities, and interest expense on interest-bearing deposits and borrowings. Because the Company is primarily dependent on net interest income for its earnings, the focus of the Company's planning is to devise and employ strategies that provide stable, positive spreads between the yield on interest-earning assets and the cost of interest- bearing liabilities in order to maximize the dollar amount of net interest income. The Company's net earnings are dependent, to a lesser extent, on the level of its non-interest income, such as service charges and other fees, and its non-interest expense, such as employee compensation and benefits, occupancy and equipment expense, deposit insurance premiums and miscellaneous other expenses, as well as federal and state income tax expense. 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 FHLB of Seattle. The Association conducts its business through seven full service branch office facilities, with the main office located in Klamath Falls, Oregon. The Association considers its primary market area to be the counties of Klamath, Deschutes and Jackson in Southern and Central Oregon. The Association opened a new loan production office in the city of Redmond, Deschutes County, Oregon in March 1996. Recapitalization of SAIF and its Impact on SAIF Premiums In August 1995, the FDIC substantially reduced deposit insurance premiums for well-capitalized, well-managed financial institutions that are members of the Bank Insurance Fund ("BIF"). Under the new assessment schedule, approximately 92% of the BIF members pay only the statutory minimum annual assessment of $2,000. The reduction of BIF premiums went into effect in September 1995. With respect to SAIF member institutions, the FDIC has retained the existing rate schedule of 23 to 31 basis points. The Association is a member of SAIF rather than BIF. SAIF premiums may not be reduced for several years because SAIF has lower reserves than BIF and is responsible for more troubled financial institutions. Deposit insurance premiums are often a significant component of non-interest expense for insured depository institutions. The reduction in BIF premiums may place the Association at a competitive disadvantage because BIF- insured institutions (such as most commercial banks) may be able to offer more attractive loan rates, deposit rates, or both. The magnitude of the competitive advantage of BIF insured institutions due to a disparity in deposit insurance premiums and its impact on the Association's results of operations cannot be determined at this time. Several alternatives to mitigate the effect of the BIF/SAIF premium disparity have been suggested by the federal banking regulators, by members of Congress, by industry groups and by the Clinton Administration, including a merger of the funds and/or a payment by all SAIF-member institutions, including the Association, of a one-time assessment to increase SAIF's reserves to $1.25 per $100 of deposits. Such assessment is estimated to be approximately 80 basis points on the amount of deposits held by a SAIF-member institution at March 31, 1995. The payment of a one-time fee would have the effect of immediately reducing the capital and earnings of SAIF member institutions by the amount of the fee. Based on the Association's assessable deposits of $376.4 million at March 31, 1995, a one-time assessment of 80 basis points would equal approximately $3.0 million. This assessment, if it occurred, would represent a decrease in book value per share of $.27 at March 31, 1996. Management cannot predict whether any legislation, including legislation imposing such a fee, will be enacted, or, if enacted, the amount of any one-time fee or whether ongoing SAIF premiums will be reduced to a level equal to that of BIF premiums. Proposed Recapture of Bad Debt Reserves The Budget Reconciliation Bill currently before the U.S. Congress contains a provision that repeals the reserve method of accounting for thrift bad debt reserves (including the percentage-of-taxable income method) for tax years beginning after December 31, 1995. This would require the Association to account for bad debts using the specific charge-off method. Under the proposed legislation, the change in accounting method that eliminates the reserve method would trigger bad debt reserve recapture for post-1987 excess reserves over a six-year period. At March 31, 1996, the Association's post-1987 excess reserves amounted to $4.0 million. A special provision suspends recapture of post-1987 excess reserves for up to two years if, during those two years, the institution satisfies a "residential loan requirement." This requirement would be met if the principal amount of the institution's residential loans exceeds a base year amount, which is determined by reference to the average of the institution's loans during the six taxable years ending before January 1, 1996. However, notwithstanding this special provision, recapture would be required to begin no later than the first taxable year beginning after December 31, 1997. Management cannot predict whether the legislation providing for the recapture of bad debt reserves will be enacted, or, if enacted, the final form of such legislation and its ultimate impact on the Association. Changes in Financial Condition At March 31, 1996, the consolidated assets of the Company totalled $604.7 million, a decrease of $43.1 million, or 6.65% from September 30, 1995. The decrease in total assets was primarily a result of the refund of $65.7 million to subscribers in the stock offering as a result of the oversubscription of the offering. However, despite this $65.7 million decrease, an increase of $22.6 million was achieved primarily through an increase in loans and investments funded by an additional $20.0 million advance from the FHLB of Seattle and a $5.8 million increase in deposits. Net loans receivable increased by $29.7 million, or 7.36%, to $433.2 million at March 31, 1996, compared to $403.5 at September 30, 1995. The increase was primarily the result of an increase in loan demand due to lower interest rates and strong local economies, which resulted in loan originations, including both new purchase loans and refinanced loans, for the six months ended March 31, 1996 of $62.2 million. Total cash and investment securities decreased $113.4 million, or 49.13%, from $230.8 million on September 30, 1995 to $117.4 on March 31, 1996. This decrease was primarily a result of the refund of $65.7 million to subscribers in the stock offering, the purchase of $41.8 million in adjustable rate mortgage backed securities, the funding of the additional $29.7 million in loans mentioned above, the payment of real estate taxes reserved on loans receivable of $8.2 million, and an increase in savings deposits of $5.8 million. Within the above mix of changes, an additional FHLB of Seattle advance of $20.0 million was also used to fund the increase in loans receivable and the purchase of investments. The Financial Accounting and Standards Board allowed investors a one-time opportunity to reclassify investments from "Held to Maturity" to "Available for Sale" between November 15, 1995 and December 31, 1995. The Association took advantage of this opportunity and reclassified $28.8 million of investments to "Available for Sale." The Company had not invested in MBS for several years, but as a result of the conversion proceeds and the Company's goal to improve interest rate risk, $28.9 million in adjustable rate mortgage backed securities were purchased during the quarter ended December 31, 1995, and an additional $12.9 million were purchased during the quarter ended March 31, 1996. Also during these periods, $2.8 million of principal was repaid on MBS which resulted in a balance of $38.8 million at March 31, 1996. Savings deposits increased $5.8 million, or 1.51%, from $384.4 million at September 30, 1995 to $390.2 million at March 31, 1996. This increase can be attributed to the introduction of two new checking account products, a basic checking account and a small business checking account, aggressive pricing on certificate accounts with greater than 12 month maturities, and accepting deposits on a national basis, outside of the normal market area, which includes deposits from banks, thrifts and credit unions. Advances from borrowers for taxes and insurance decreased $4.8 million from September 30, 1995 to March 31, 1996, after paying $8.2 million in reserves for the required real estate taxes due on the Association's loan receivable portfolio and $1.4 million in refunds for excess reserves collected during the past 12 months and the accrual of payments received on loans during the past six months. Advances from the FHLB of Seattle increased $20.0 million, or 100%, from $20.0 million at September 30, 1995 to $40.0 million at March 31, 1996. The increase was used to fund the $29.7 million increase in net loans receivable and purchase additional investments. Total stockholders' equity increased $3.0 million, or 1.82%, from $164.7 million at September 30, 1995 to $167.7 million at March 31, 1996. This increase was primarily the result of $4.6 million in earnings during the six month period between September 30, 1995 and March 31, 1996, and a decrease in the market value of securities available for sale of $1.0 million, and a decrease due to dividends of $1.3 million. RESULTS OF OPERATION Comparison of Six Months Ended March 31, 1996 and 1995 General. Net income increased $1.8 million, or 64.29%, from $2.8 million for the six months ended March 31, 1995 to $4.6 million for the six months ended March 31, 1996. This increase was primarily attributable to an increase of $155.3 million in total average earning assets from average interest-earning assets of $444.4 million at March 31, 1995 to $599.7 million on March 31, 1996, which was primarily the result of the additional capital raised by the stock conversion as well as normal growth. Accordingly, although the interest rate spread decreased 83 basis points from 2.89% for the six month period ended March 31, 1995 to 2.06% for the six month period ended March 31, 1996, net interest margin increased 19 basis points from 3.43% for the six month period ended March 31, 1995 to 3.62% for the six month period ended March 31, 1996. Interest Income. As mentioned above, the additional interest income generated by the additional $155.3 million in average interest-earning assets, contributed to an increase of $4.9 million in interest income for the six months ended March 31, 1996 compared to the same period in 1995, despite the average yield on interest-earning assets decreasing 35 basis points from 7.71% for the six months ended March 31, 1995 compared to 7.36% for the same period ended March 31, 1996. Of this increase, $2.1 million was attributable to additional loan interest income due to an increase in loans receivable. The increase in loans receivable was primarily a result of new purchase loan originations, as opposed to loan refinancing, which resulted in greater net loan growth for the six months ended March 31, 1996. The remaining increase of $2.8 million was a result of investing the proceeds of the stock sale in MBS and other investments. The average balance of investment securities and MBS increased by $106.7 million for the six months ended March 31, 1996 compared with the comparable period in 1995. Interest Expense. Interest expense on savings deposits increased $999,057 for the six months ended March 31, 1996 as compared to the comparable period in 1995. Total deposits increased by $14.4 million comparing March 31, 1995 to March 31, 1996, and the average interest paid on interest-bearing deposits increased 49 basis points from 4.78% for the six months ended March 31, 1995 to 5.27% for the same period ended March 31, 1996. This increase in the rate paid is a result of the increased competition in the Company's market area to attract and retain a strong deposit base. Provision for Loan Losses. The provision for loan losses was $60,000 and there were not any charge offs during the six months ended March 31, 1996 compared to a $60,000 provision and $57,000 in charge offs during the six months ended March 31, 1995. At March 31, 1996, the allowance for loan losses was 134.99% of non- performing assets compared to 106.60% at September 30, 1995. The increase in this ratio at March 31, 1996 was the result of foreclosure proceedings being dropped against a borrower, after the $304,992 loan was brought current out of the total non-performing assets of $758,000 at September 30, 1995. Non-Interest Income. Non-interest income increased $7,771, or 4.58%, to $177,272 for the six months ended March 31, 1996 from $169,501 for the six months ended March 31, 1995. The increase was primarily attributable to increased income from loan fees and service charges of $40,597 and increases in other income of $19,714, despite the lack of gain on the sale of real estate owned, compared to the $52,540 earned for the six months ended March 31, 1995. Non-Interest Expense. Non-interest expense increased $646,919, or 20.73%, for the six months ended March 31, 1996, from $3.1 million for the comparable period in 1995 to $3.8 million. Of this increase, $493,205 was attributable to an increase in compensation and benefit expense in 1996, primarily reflecting the accrual for ESOP contributions to be distributed at year end. The balance of the increase was a result of a general increase in occupancy expense, data processing expense and insurance premiums. However, the ratio of non-interest expense to average total assets decreased from 1.39% for the six months ended March 31, 1995 to 1.22% for the same period ended March 31, 1996. Income Taxes. The provision for income taxes increased $770,007 for the six months ended March 31, 1996 compared with the comparable period in the prior year, primarily as a result of higher pretax earnings. Comparison of Three Months Ended March 31, 1996 and 1995 General. Net earnings increased $1.1 million, or 84.62%, from $1.3 million for the three months ended March 31, 1995 to $2.4 million for the three months ended March 31, 1996. This increase was primarily attributable to an increase of $150.8 million in total average interest-earning assets from $446.0 million for the quarter ended March 31, 1995 to $596.8 million for the quarter ended March 31, 1996, which was primarily the result of the additional capital raised by the stock conversion as well as normal growth. The interest rate spread decreased 60 basis points from 2.82% for the three month period ended March 31, 1995 to 2.22% for the three month period ended March 31, 1996, however, net interest margin increased 32 basis points from 3.37% for the three month period ended March 31, 1995 to 3.69% for the three month period ended March 31, 1996. Interest Income. As mentioned above, the additional interest income generated by the additional $150.8 million in average interest-earning assets, contributed to an increase of $2.5 million in interest income for the three months ended March 31, 1996 compared to 1995, despite the average yield on interest-earning assets decreasing 26 basis points from 7.72% for the three months ended March 31, 1995 compared to 7.46% for the same period ended March 31, 1996. Of this increase, $1.2 million is attributable to additional loan income due to an increase in loans receivable. The increase in loans receivable was primarily a result of new purchase loan originations as opposed to loan refinancing which resulted in greater net loan growth for the three months ended March 31, 1996. The remaining increase of $1.3 million was a result of investing the proceeds of the stock sale in MBS and other investments. The average balance of investment securities and MBS increased by $100.0 million for the quarter ended March 31, 1996 compared with the comparable period in 1995. Interest Expense. Interest expense on savings deposits increased $456,178 for the three months ended March 31, 1996 as compared to the comparable period in 1995. Total deposits increased by $14.4 million comparing March 31, 1995 to March 31,1996, and the average interest paid on interest-bearing deposits increased 36 basis points from 4.85% for the three months ended March 31, 1995 to 5.21% for the three months ended March 31, 1996. This increase in average interest paid is a result of the increased competition in the Company's market area to attract and retain a strong deposit base. Provision for Loan Losses. The provision for loan losses was $30,000 and there were not any charge offs during the three months ended March 31, 1996 compared to a $60,000 provision and $57,000 in charge offs during the three months ended March 31, 1995. Non-Interest Income. Non-interest income increased $5,524, or 5.99% to $97,802 for the three months ended March 31, 1996 from $92,278 for the three months ended March 31, 1995. The increase was primarily attributable to increased income from loan fees and service charges of $18,826 and increase in other income of $13,837, despite the lack of gain on the sale of real estate owned, compared to the $27,139 earned for the three months ended March 31, 1995. Non-Interest Expense. Non-interest expense increased $372,835, or 23.97%, for the three months ended March 31, 1996, from $1.6 million for the comparable period in 1995 to $1.9 million. Of this increase, $270,610 was attributable to an increase in compensation and benefit expense in 1996, primarily reflecting the accrual for ESOP contributions to be distributed at year end. The balance of the increase was a result of a general increase in occupancy expense and insurance premiums. The ratio of non-interest expense to average total assets decreased from 1.38% for the three months ended March 31, 1995 to 1.28% for the same period ended March 31, 1996. Income Taxes. The provision for income taxes increased $348,538 for the three months ended March 31, 1996 compared with the comparable period in the prior year, primarily as a result of higher pretax earnings. 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) No Current Reports on Form 8-K were filed during the quarter ended March 31, 1996. 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: May 13, 1996 By: /s/ Gerald V. Brown ------------------------------------ Gerald V. Brown, President and Chief Executive Officer Date: May 13, 1996 By: /s/ Marshall Jay Alexander -------------------------------- Marshall Jay Alexander, Vice President and Chief Financial Officer