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, 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 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 31, 1997, there were issued and outstanding 10,451,223 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 Statements of Financial Condition (As of December 31, 1996 and September 30, 1996) 3 Consolidated Statements of Earnings (For the three months ended December 31, 1996 and 1995) 4 Consolidated Statements of Shareholders' Equity (For the year ended September 30, 1996 and for the three months ended December 31, 1996) 5 Consolidated Statements of Cash Flows (For the three months ended December 31, 1996 and 1995) 6-7 Notes to Consolidated Financial Statements 8-9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10-13 Part II. Other Information Item 1. Legal Proceedings 14 Item 2. Changes in Securities 14 Item 3. Defaults Upon Senior Securities 14 Item 4. Submission of Matters to a Vote of Security Holders 14 Item 5. Other Information 14 Item 6. Exhibits and Reports on Form 8-K 14 Signatures 15 2 KLAMATH FIRST BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION AS OF DECEMBER 31, 1996 (Unaudited) and SEPTEMBER 30, 1996 December 31, September 30, 1996 1996 ASSETS ------------- ------------- Cash and due from banks ........................................................................ $ 4,312,146 $ 6,841,554 Federal funds sold ............................................................................. 12,763,573 9,338,079 ------------- ------------- Total cash and cash equivalents ............................................................. 17,075,719 16,179,633 Investment securities available for sale, at fair value ........................................ 61,773,953 75,986,611 (amortized cost: $62,402,968 and $77,071,211) Investment securities held to maturity, at amortized cost (fair value: $9,846,550 and $9,860,165) ............................................................ 9,797,660 9,827,193 Mortgage backed and related securities available for sale, at fair value (amortized cost: $70,189,710 and $74,249,350) .......................................... 70,685,246 74,109,321 Mortgage backed and related securities held to maturity, at amortized cost (fair value: $6,560,888 and $6,736,007) ................................................. 6,535,659 6,783,001 Loans receivable, net .......................................................................... 488,591,338 473,555,988 Real estate owned .............................................................................. -- 69,483 Premises and equipment, net .................................................................... 4,884,560 4,964,262 Stock in Federal Home Loan Bank of Seattle, at cost ............................................ 7,674,300 4,773,800 Accrued interest receivable, net ............................................................... 5,401,287 5,037,285 Other assets ................................................................................... 674,629 682,814 ------------- ------------- Total assets ................................................................................ $ 673,094,351 $ 671,969,391 ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES Savings deposits ............................................................................. $ 401,813,385 $ 399,673,180 Accrued interest on savings deposits ......................................................... 755,824 712,408 Advances from borrowers for taxes and insurance .............................................. 391,946 7,831,127 Advances from Federal Home Loan Bank of Seattle .............................................. 101,000,000 90,000,000 Short term borrowings ........................................................................ 7,997,500 14,904,400 Accrued interest on borrowings ............................................................... 490,165 323,163 Pension liability ............................................................................ 701,925 668,088 Deferred federal and state income taxes ...................................................... 1,971,147 735,596 Other liabilities ............................................................................ 5,413,109 3,710,455 ------------- ------------- Total liabilities .......................................................................... 520,535,001 518,558,417 ------------- ------------- 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, 1996 -11,372,470 issued, 10,002,360 outstanding; September 30, 1996 -11,612,470 issued, 10,242,360 shares outstanding ....................... 113,724 116,124 Additional paid-in-capital ................................................................... 107,145,313 110,762,678 Retained earnings-substantially restricted ................................................... 60,306,003 59,082,479 Unearned shares issued to ESOP ............................................................... (8,563,188) (8,807,850) Unearned shares issued to MRDP ............................................................... (6,359,745) (6,694,470) Net unrealized loss on securities available for sale ......................................... (82,757) (1,047,987) ------------- ------------- Total shareholders' equity ................................................................. 152,559,350 153,410,974 ------------- ------------- Total liabilities and shareholders' equity ................................................. $ 673,094,351 $ 671,969,391 ============= ============= See notes to consolidated financial statements. 3 KLAMATH FIRST BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF EARNINGS FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995 (Unaudited) December 31, December 31, 1996 1995 ----------- ----------- INTEREST INCOME Loans receivable ....................................................................... $ 9,606,330 $ 8,258,304 Mortgage backed and related securities ................................................. 1,269,267 264,855 Investment securities .................................................................. 1,422,890 1,183,135 Federal funds sold ..................................................................... 284,254 1,080,825 Interest bearing deposits .............................................................. 19,882 131,431 ----------- ----------- Total interest income ................................................................ 12,602,623 10,918,550 ----------- ----------- INTEREST EXPENSE Savings deposits ....................................................................... 5,145,930 5,095,856 FHLB advances .......................................................................... 1,541,397 427,139 Other .................................................................................. 228,742 44,112 ----------- ----------- Total interest expense ............................................................... 6,916,069 5,567,107 ----------- ----------- Net interest income .................................................................. 5,686,554 5,351,443 Provision for loan losses ................................................................ 30,000 30,000 ----------- ----------- Net interest income after provision for loan losses .................................. 5,656,554 5,321,443 ----------- ----------- NON-INTEREST INCOME Fees and service charges ............................................................... 71,658 60,873 Gain on sale of investments ............................................................ 2,143 -- Gain on sale of real estate owned ...................................................... 26,297 -- Other income ........................................................................... 12,412 18,597 ----------- ----------- Total non-interest income ............................................................ 112,510 79,470 ----------- ----------- NON-INTEREST EXPENSE Compensation, employee benefits and related expense .................................... 1,578,967 981,629 Occupancy expense ...................................................................... 234,485 231,320 Data processing expense ................................................................ 121,079 91,432 Insurance premium expense .............................................................. 229,429 224,642 Loss on sale of investments ............................................................ 14,530 -- Loss on sale of real estate owned ...................................................... -- 4,690 Other expense .......................................................................... 425,445 306,136 ----------- ----------- Total non-interest expense ........................................................... 2,603,935 1,839,849 ----------- ----------- Earnings before income taxes ............................................................. 3,165,129 3,561,064 Provision for income tax ................................................................. 1,252,042 1,319,925 ----------- ----------- Net earnings ............................................................................. $ 1,913,087 $ 2,241,139 =========== =========== Earnings per common share (based on weighted average shares outstanding) ................. $ .19 $ .20 Weighted average number of shares outstanding ............................................ 10,239,751 11,254,475 See notes to consolidated financial statements. 4 KLAMATH FIRST BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY FOR THE YEAR ENDED SEPTEMBER 30, 1996 AND THE THREE MONTHS ENDED DECEMBER 31, 1996 (Unaudited) Additional Unearned Unrealized Unearned Total Common Stock Common Stock paid-in Retained ESOP shares gain(loss) on shares issued shareholders' Shares Amount capital earnings at cost securities to MRDP equity ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Balance at October 1, 1995 ..... 12,233,125 $ 122,331 $119,230,653 $ 55,811,362 $(9,786,500) $ (692,781) $ -- $164,685,065 Cash dividends ...... -- -- -- (2,838,680) -- -- -- (2,838,680) Earned ESOP shares .. -- -- 417,652 -- 978,650 -- -- 1,396,302 Unrealized loss on securities available for sale ............ -- -- -- -- -- (355,206) -- (355,206) Unearned shares issued to MRDP Trust -- -- -- -- -- -- (6,694,470) (6,694,470) Stock retirement .... (620,655) (6,207) (8,885,627) -- -- -- -- (8,891,834) Net earnings ........ -- -- -- 6,109,797 -- -- -- 6,109,797 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Balance at September 30, 1996 .. 11,612,470 $ 116,124 $110,762,678 $ 59,082,479 ($ 8,807,850) ($ 1,047,987) ($ 6,694,470) $153,410,974 Cash dividends ...... -- -- -- (689,563) -- -- -- (689,563) Unrealized gain on securities available for sale ............ -- -- -- -- -- 965,230 -- 965,230 Stock retirement .... (240,000) (2,400) (3,732,600) -- -- -- -- (3,735,000) ESOP contribution ... -- -- 115,235 -- 244,662 -- -- 359,897 MRDP contribution ... -- -- -- -- -- -- 334,725 334,725 Net earnings ........ -- -- -- 1,913,087 -- -- -- 1,913,087 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Balance at December 31, 1996 ... 11,372,470 $ 113,724 $107,145,313 $ 60,306,003 ($ 8,863,188) ($ 82,757) ($ 6,359,745) $152,559,350 ============ ============ ============ ============ ============ ============ ============ ============ See notes to consolidated financial statements. 5 KLAMATH FIRST BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995 (Unaudited) December 31, December 31, 1996 1995 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net earnings .................................................................... $ 1,913,087 $ 2,241,139 ------------- ------------- ADJUSTMENTS TO RECONCILE NET EARNINGS TO NET CASH PROVIDED BY OPERATING ACTIVITIES Depreciation .................................................................... 89,796 102,225 Provision for loan losses ....................................................... 30,000 30,000 Compensation expense related to ESOP benefit .................................... 359,897 320,261 Compensation expense related to MRDP Trust ...................................... 334,725 -- Net amortization of premiums (discounts) paid on investment and mortgage backed and related securities ......................... 118,893 (51,624) Increase in deferred loan fees, net of amortization ............................. 155,724 91,690 Accretion of discounts on purchased loans ....................................... (81) (79) Net gain (loss) on sale of real estate owned and premises and equipment ......... (3,234) 4,690 FHLB stock dividend ............................................................. (124,300) (80,800) CHANGES IN ASSETS AND LIABILITIES Accrued interest receivable ..................................................... (364,002) (832,738) Other assets .................................................................... 8,185 150,938 Accrued interest on savings deposits ............................................ 43,416 (418,589) Accrued interest on borrowings .................................................. 167,002 -- Pension liabilities ............................................................. 33,837 29,637 Deferred federal and state income taxes ......................................... 1,109,631 -- Other liabilities ............................................................... 1,825,964 (959,705) ------------- ------------- Total adjustments .................................................................. 3,785,453 (1,614,094) ------------- ------------- Net cash provided by operating activities .......................................... 5,698,540 627,045 ------------- ------------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from maturity of investment securities held to maturity ................ 28,949,466 5,500,000 Proceeds from maturity of investment securities available for sale .............. 2,000,000 -- Principal repayments received on mortgage backed and related securities ......... 4,640,984 1,026,279 Principal repayments received on loans .......................................... 11,925,352 13,026,991 Loan originations ............................................................... (27,146,345) (27,108,658) Purchase of investment securities held to maturity .............................. (28,930,495) -- Purchase of investment securities available for sale ............................ (3,413,607) (64,448,310) Purchase of mortgage backed and related securities held to maturity ............. -- -- Purchase of mortgage backed and related securities available for sale ........... (5,151,261) (28,931,691) Purchase of FHLB stock .......................................................... (2,776,200) -- Proceeds from sale of investment securities available for sale .................. 16,080,419 -- Proceeds from sale of mortgage backed and related securities available for sale . 4,710,359 -- Proceeds from sale of real estate owned and premises and equipment .............. 72,717 20,667 Purchases of premises and equipment ............................................. (10,094) (50,236) ------------- ------------- Net cash used in investing activities .............................................. 951,295 (100,964,958) ------------- ------------- (continued on next page) 6 KLAMATH FIRST BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995 (Unaudited) (continued from privious page) December 31, December 31, 1996 1995 ------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES Increase/(decrease) in savings deposits, net of withdrawals ..................... $ 2,140,205 ($ 2,264,259) Proceeds from FHLB advances ..................................................... 89,000,000 20,000,000 Repayments of FHLB advances ..................................................... (78,000,000) -- Proceeds from short term borrowings ............................................. 8,059,000 -- Repayments of short term borrowings ............................................. (14,965,900) -- Repayment from stock over subscription .......................................... -- (65,685,300) Stock retirement ................................................................ (3,735,000) -- Advances from borrowers for tax and insurance ................................... (7,439,181) (7,167,001) Dividends paid .................................................................. (812,873) -- ------------- ------------- Net cash provided by financing activities .......................................... (5,753,749) (55,116,560) ------------- ------------- Net (decrease) increase in cash and cash equivalents ............................... 896,086 (155,454,473) Cash and cash equivalents at beginning of quarter .................................. 16,179,633 175,994,270 ------------- ------------- Cash and cash equivalents at end of quarter ........................................ $ 17,075,719 $ 20,539,797 ============= ============= SUPPLEMENTAL SCHEDULE OF INTEREST AND INCOME TAXES PAID Interest paid ................................................................... $ 6,705,650 $ 5,985,696 Income taxes paid ............................................................... 5,000 -- SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES Transfer of investment securities from held to maturity to available for sale at estimated fair market value .............. $-- $27,171,074 Transfer of mortgage backed and related securities from held to maturity to available for sale at estimated fair value .................................... -- 1,717,890 Net unrealized gain on securities available for sale ............................ 965,230 224,788 Dividends declared and accrued in other liabilities ............................. 796,073 611,655 See notes to consolidated financial statements. 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 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 December 31, 1996, and September 30, 1996 and the Results of Operations for the three months ended December 31, 1996 and 1995 and the Statements of Cash Flows for the three months ended December 31, 1996 and 1995. 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 audited 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, 1996 are not necessarily indicative of the results which may be expected for the entire fiscal year. 2. ALLOWANCE FOR LOAN LOSSES Activity in allowance for loan losses is summarized as follows: December 31, 1996 September 30, 1996 ------------------- ------------------- Balance, beginning of year $927,820 $807,820 Charge-offs -- -- Additions 30,000 120,000 ------------------- ------------------- Balance, end of period $957,820 $927,820 =================== ================== 3. ADVANCES FROM FEDERAL HOME LOAN BANK Borrowings at December 31, 1996 consisted of eight short term, fixed rate and adjustable rate London Interbank Offered Rate ("LIBOR") based advances totalling $76.0 million and four long term, adjustable rate LIBOR based advances totalling $25.0 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 and cash on deposit with the FHLB. Scheduled maturities of advances from the FHLB were as follows: December 31, 1996 September 30, 1996 ----------------------------------------------- ------------------------------------------------ Range of Weighted average Range of Weighted average Amount interest rates interest rate Amount interest rates interest rate ------------- ------------- ------------- ------------- -------------- ---------------- Due within one year $ 76,000,000 5.44%-5.61% 5.50% $ 65,000,000 5.40%-5.64% 5.53% After three but within four years ......... 25,000,000 5.55%-5.66% 5.61% 25,000,000 5.53%-5.74% 5.66% ------------- ------------- $ 101,000,000 $ 90,000,000 ============= ============= 8 4. SHORT TERM BORROWINGS Securities sold under agreements to repurchase totalled $8.0 million with an interest rate of 5.65%. All of the agreements are due within 90 days. 5. REGULATORY CAPITAL The following table illustrates the compliance by Klamath First Federal Saving and Loan Association (the "Association") with applicable regulatory capital requirements at December 31, 1996: Categorized as "Well For Capital Capitalized" Under Adequacy Prompt Corrective Actual Purposes Action Provision -------------------- ----------------- ------------------- Amount Ratio Amount Ratio Amount Ratio ------------ ----- ---------- ----- ----------- ----- As of December 31, 1996: Total Capital: ......................... $115,115,858 39.1% 23,553,392 8.0 29,441,740 10.0% (To Risk Weighted Assets) Tier I Capital: ........................ $114,348,446 38.8% N/A 17,665,044 6.0% (To Risk Weighted Assets) Tier I Capital: ........................ $114,348,446 18.1% 18,935,986 3.0 31,559,976 5.0% (To Total Assets) Tangible Capital: ...................... $114,348,446 18.1% 9,467,993 1.5% N/A (To Total Assets) 6. SHAREHOLDERS' EQUITY During the quarter, the Company received approval from the Office of Thrift Supervision to repurchase 10% of its outstanding shares. This repurchase began on December 31, 1996, with the repurchase of 240,000 shares, leaving a balance of 821,247 to be repurchased before September 30, 1997. The stock repurchase program, however, was completed on January 16th, 1997 at an average price of $15.62 a share. 7. EARNINGS PER SHARE Earnings per share are computed based upon the weighted average number of shares outstanding during the period. Shares held by the Company's Employee Stock Ownership Plan ("ESOP") are considered outstanding only at such time as they are committed for release. The Company's Management Recognition and Development Plan ("MRDP") shares are considered outstanding at such time as they are committed for release. The company completed its initial stock offering in October 1995. Accordingly, earnings per share for any periods beginning prior to December 31, 1995 are not applicable. Weighted average shares outstanding for the three month period ending December 31, 1996 and December 31, 1995 were 10,239,751 shares and 11,254,475 shares, respectively. 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Safe Harbor Clause. This report contains certain "forward-looking statements." The Company 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 itself of the protection of such safe harbor with respect to all of such forward-looking statements. These forward-looking statements, which are included in Management's Discussion and Analysis, describe future plans or strategies and include the Company's expectations of future financial results. The words "believe," "expect," "anticipate," "estimate," "project," and similar expressions identify forward looking statements. The Company'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, 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 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 ("Conversion") on October 4, 1995. At December 31, 1996, the Company had total consolidated assets of $673.1 million and consolidated shareholders' equity of $152.6 million. The Company is currently not engaged in any other business activity other than holding the stock of the Association and investing excess cash in investment securities or mortgage backed securities. Accordingly, the information set forth in this report, including financial statements and related data, relates to the Association. As a traditional, community-oriented, savings and loan, the Association focuses on customer service within its principal market area. The Association's primary market activity is attracting deposits from the general public 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 and multi-family dwellings. 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 profitability 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. Such strategies include the Association's recent introduction of a variable rate home equity lending program that will have an interest rate tied to the Wall Street Journal published prime rate with an additional margin of 2.0%. 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 charges and other fees income, and decreasing its non- interest expense, which includes 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 Federal Home Loan Bank of Seattle, conducting its business through eight office facilities, with the main office located in Klamath Falls, Oregon. The primary market area of the Association are the counties of Klamath, Jackson and Deschutes in Southern and Central Oregon. 10 Recently Issued Accounting Pronouncements In October 1995, the Financial Accounting Standards Board ("FASB") issued Statement of Accounting Standard ("SFAS") No. 123, "Accounting for Stock-Based Compensation." This Statement prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock options, restricted stock and stock appreciation rights. The Statement defines a "fair value based method" of accounting for employee stock options and encourages all entities to adopt that method of accounting for all of their employee stock compensation plans. However, it also allows an entity to continue to measure compensation for those plans using the "intrinsic value based method" under Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("Opinion No. 25"). Under the fair value based method, compensation cost is measured at the grant date of the option based on the value of the award and is recognized over the service period, which is usually the vesting period. Under the intrinsic value based method, compensation cost is the excess, if any, of the quoted market price of the stock at grant date or other measurement date over the amount an employee must pay to acquire the stock. The stock options granted under the Company's stock option plan have no intrinsic value at grant date, and under Opinion No. 25 no compensation cost is recognized for them. Compensation cost is recognized for other types of stock-based compensation plans under Opinion No. 25. Beginning in fiscal year ending September 30, 1997, SFAS No. 123 requires that an employer's audited financial statements include certain disclosures about stock-based compensation arrangements regardless of the method used to account for them. An employer that continues to apply the accounting provisions of Opinion No. 25 will disclose pro forma amounts that reflect the difference between compensation cost, if any, included in net income and the related cost measured by the fair value based method, including tax effects, that would have been recognized in the income statement if the fair valued based method had been used. The Company will continue to apply Opinion No. 25 in accounting for stock-based compensation plans. Changes in Financial Condition At December 31, 1996, the consolidated assets of the Company totalled $673.1 million, an increase of $1.1 million or 0.16% from September 30, 1996. The increase in total assets was a result of an increase in net loans receivable of $15.0 million and a $2.9 million increase in FHLB stock. These increases were offset by sales and repayments on mortgage backed securities of $3.7 million and sales and maturities on investment securities of $14.2 million. Net loans receivable increased by $15.0 million for the quarter, or 3.17%, to $488.6 million at December 31, 1996, compared to $473.6 at September 30, 1996. The increase was primarily the result of continued new loan demand, prompted by aggressive marketing efforts by each branch office, exceeding loan repayments. Investment securities decreased $14.2 million, or 16.6%, from $85.8 million at September 30, 1996 to $71.6 million at December 31, 1996. This was the result of $30.9 million in securities maturing during the quarter and $16.1 million of securities that were sold, offset by the purchase of $32.3 million in additional securities. During the quarter ended December 31, 1996, $4.6 million of principal was repaid on mortgage backed securities ("MBS") and $4.7 million in available for sale MBS were sold. In addition, $5.1 million in MBS were purchased, which resulted in the decreased balance of $77.2 million at December 31, 1996 compared to $80.9 million at September 30, 1996, a decrease of $3.7 million, or 4.6%. Savings deposits increased $2.1 million, or .5%, from $399.7 million at September 30, 1996 to $401.8 million at December 31, 1996. Management attributes the increase to the maintaining of competitive interest rates. Interest credited on accounts also contributed to the increase. 11 Advances from borrowers for taxes and insurance decreased $7.4 million from September 30, 1996 to December 31, 1996, after paying $9.5 million in reserves for the required real estate taxes due on the Association's loan receivable portfolio and $300,000 in refunds due to decreased real estate taxes due for the prior twelve months. Advances from the FHLB of Seattle increased $11.0 million, or 12.2%, from $90.0 million at September 30, 1996 to $101.0 million at December 31, 1996. The increase was used to fund the $15.0 million in net loans receivable. Total shareholders' equity decreased $800,000, or 0.6%, from $153.4 million at September 30, 1996 to $152.6 million at December 31, 1996. This was the combined result of $1.9 million in earnings during the three month period of September 30, 1996 to December 31, 1996, the repurchase of stock on December 31, 1996 for $3.7 million, and declaring a dividend for the first quarter totalling $0.8 million. RESULTS OF OPERATION Comparison of Three Months Ended December 31, 1996 and 1995 General. Net interest income increased $335,111 or 6.26% comparing the three month period ending December 31, 1996 to the same period ending December 31, 1995. Interest income increased $1.7 million, while interest expense increased by only $1.3 million comparing the three month period ended December 31, 1995 to the same period ended December 31, 1996. Non-interest income also increased by $33,040, while non interest expense increased by $764,086 comparing the same two periods. This resulted in net income decreasing $300,000 or 14.6%, from $2.2 million for the three months ended December 31, 1995 to $1.9 million for the three months ended December 31, 1996. The additional non-interest expense was primarily attributable to an $597,000 increase in non-interest expense related to employee benefit plans adopted in connection with the Conversion. Interest Income. The increase of $1.7 million in interest income was generated by an additional $70.2 million in average interest earning assets for the three months ended December 31, 1996 compared to 1995. The decrease in federal funds sold income of $.08 million resulted from federal funds sold being redeployed in mortgage backed securities and loans receivable, resulting in a $1.0 million increase in interest income on mortgage backed securities and $1.3 million increase in loans receivable. The average yield on interest earning assets increased 25 basis points from 7.18% for the three months ended December 31, 1995 to 7.43% for the same period ended December 31, 1996. This reflects the Company's continued effort to invest in loans and investments with higher yields, without materially increasing risk. Interest Expense. Interest expense on savings deposits increased $50,074 for the three months ended December 31, 1996 as compared to the same period in 1995. Although total deposits grew by $19.7 million from December 31, 1995 to December 31, 1996, the average interest paid on interest-bearing deposits declined 11 basis points from 5.26% for the three months ended December 31, 1995 to 5.15% for the same period ended December 31, 1996. Although the average cost of funds decreased to 5.15%, total interest expense increased due to the $19.7 million in deposit growth. Provision for Loan Losses. For both three month periods ending December 31, 1996 and December 31, 1995, the provision for loan losses was $30,000 and there were not any charge offs during the quarter. At December 31, 1996, the allowance for loan losses was equal to 447.7% of non-performing assets compared to 485.9% at September 30, 1996. The decrease in the coverage ratio at December 31, 1996 was the result of a slight increase non-performing loans from $191,000 at September 30, 1996 to $214,000 at December 31, 1996. 12 Non-Interest Income. Non-interest income increased $33,040, or 41.6%, to $112,510 for the three months ended December 31, 1996 from $79,470 for the three months ended December 31, 1995. The increase was primarily attributable to increased income from additional fee income, gains on the sale of real estate owned and gain on sale of investments. Additional fee income came as a result of aggressive internal marketing efforts to improve fee income from checking accounts, ATMs, and mortgage life insurance sales. Non-Interest Expense. Non-interest expense increased $764,086, or 41.5%, for the three months ended December 31, 1996, from $1.8 million for the comparable period in 1995 to $2.6 million. Of this increase, $597,338 was attributable to an increase in compensation and benefit expense in 1996, reflecting the accrual for Employee Stock Ownership Plan contributions and the Management Recognition and Development Plan. The balance of the increase was a result of a loss on sale of investments of $15,000. The ratio of non-interest expense to average total assets was 1.5% and 1.2% for the three months ended December 31, 1996 and 1995, respectively. Income Taxes. Although the provision for income tax increased to 40% of pretax income for the three months ended December 31, 1996, compared to 37% for the same period ended December 31, 1995, the provision for income taxes decreased $68,000 for the three months ended December 31, 1996 compared with the prior year, as a result of lower pretax earnings for the quarter. 13 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 December 31, 1996. 14 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 14, 1997 By: /s/ Gerald V. Brown --------------------------- Gerald V. Brown, President and Chief Executive Officer Date: February 14, 1997 By: /s/ Marshall Jay Alexander --------------------------- Marshall Jay Alexander, Vice President and Chief Financial Officer 15