U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-QSB [ X ] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2002 [ ] Transition Report Under Section 13 or 15(d) of the Exchange Act For the transition period ended ----------------- Commission File Number 000-22734 ------------ KS BANCORP, INC. - -------------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) North Carolina 56-1842707 - ------------------------------------ ---------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 207 WEST SECOND STREET, KENLY, NC 27542 - -------------------------------------------------------------------------------- (Address of principal executive office) (919) 284-4157 - -------------------------------------------------------------------------------- (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- As of April 24, 2002, 1,141,628 shares of the issuer's common stock, no par value, were outstanding. This report contains 11 pages. -1- Part I. FINANCIAL INFORMATION Page No. -------- Item 1 - Financial Statements (Unaudited) Consolidated Statements of Financial Condition March 31, 2002 and December 31, 2001 .............................3 Consolidated Statements of Operations Three Months Ended March 31, 2002 and 2001 .......................4 Consolidated Statements of Cash Flows Three Months Ended March 31, 2002 and 2001 .......................5 Notes to Consolidated Financial Statements .......................6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations .................................8 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K .......................10 -2- Part I. Financial Information Item 1 - Financial Statements - ----------------------------- KS Bancorp, Inc. and Subsidiary Consolidated Statements of Financial Condition - -------------------------------------------------------------------------------- March 31, 2002 December 31, ASSETS (Unaudited) 2001* ------------------ ------------------ (In Thousands) Cash and due from banks $ 852 $ 933 Interest-earning deposits with banks 6,256 7,041 Investment securities available for sale, at fair value 11,395 12,598 Investment securities held to maturity, at amortized cost 88 91 Loans receivable, net 140,408 136,977 Accrued interest receivable 1,058 1,001 Federal Home Loan Bank stock, at cost 1,007 1,007 Property and equipment, net 3,901 3,947 Other assets 308 295 ------------------ ------------------ TOTAL ASSETS $ 165,273 $ 163,890 ================== ================== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits $ 130,434 $ 128,825 Advances from Federal Home Loan Bank 16,800 16,800 Accrued expenses and other liabilities 1,075 1,466 ------------------ ------------------ TOTAL LIABILITIES 148,309 147,091 ------------------ ------------------ STOCKHOLDERS' EQUITY Preferred stock, no par value, 5,000,000 shares authorized; no shares issued and outstanding - - Common stock, 20,000,000 shares authorized; 1,139,213 shares issued and outstanding in 2002 and 2001, respectively 4,831 4,815 Unearned ESOP shares (78) (78) Accumulated other comprehensive income 133 210 Retained earnings, substantially restricted 12,078 11,852 ------------------ ------------------ TOTAL STOCKHOLDERS' EQUITY 16,964 16,799 ------------------ ------------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 165,273 $ 163,890 ================== ================== * Derived from audited financial statements See accompanying notes. -3- KS Bancorp, Inc. and Subsidiary Consolidated Statements of Operations (Unaudited) - -------------------------------------------------------------------------------- Three Months Ended March 31, ------------------------------ 2002 2001 ------------- ------------- (In Thousands except per share data) INTEREST INCOME Loans $ 2,688 $ 2,999 Investments and deposits in other banks 199 178 Interest-earning deposits with banks 18 17 ------------- ------------- TOTAL INTEREST INCOME 2,905 3,194 ------------- ------------- INTEREST EXPENSE Deposit accounts 1,116 1,629 Advances from Federal Home Loan Bank 236 251 ------------- ------------- TOTAL INTEREST EXPENSE 1,352 1,880 ------------- ------------- NET INTEREST INCOME 1,553 1,314 PROVISION FOR LOAN LOSSES 31 - ------------- ------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,522 1,314 ------------- ------------- NON-INTEREST INCOME 236 208 ------------- ------------- NON-INTEREST EXPENSE Salaries and employee benefits 641 581 Occupancy and equipment 84 134 Other 372 204 ------------- ------------- TOTAL NON-INTEREST EXPENSE 1,097 919 ------------- ------------- INCOME BEFORE INCOME TAXES 661 603 INCOME TAXES 253 243 ------------- ------------- NET INCOME $ 408 $ 360 ============= ============= BASIC NET INCOME PER COMMON SHARE $ .36 $ .33 ============= ============= DILUTED NET INCOME PER COMMON SHARE $ .35 $ .32 ============= ============= DIVIDEND PER COMMON SHARE $ .16 $ .16 ============= ============= See accompanying notes. -4- KS Bancorp, Inc. and Subsidiary Consolidated Statements of Cash Flows (Unaudited) - -------------------------------------------------------------------------------- Three Months Ended March 31, ---------------------------- 2002 2001 ------------ ------------ (In Thousands) CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 408 $ 360 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 73 74 Amortization, net (1) 1 Release of ESOP shares 15 11 Provision for loan losses 31 - Change in assets and liabilities: (Increase) decrease in accrued interest receivable (57) 67 (Increase) decrease in other assets (13) 16 Increase (decrease) in accrued expenses and other liabilities (342) 253 ------------ ------------ NET CASH PROVIDED BY OPERATING ACTIVITIES 114 782 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Purchases of: Available for sale investment securities - (2,750) Proceeds from sales, maturities and calls of: Available for sale investment securities 1,078 2,796 Held to maturity investment securities 4 122 Purchase of Federal Home Loan Bank stock - (66) Net increase in loans (3,462) (804) Purchase of property and equipment (27) (261) ------------ ------------ NET CASH USED BY INVESTING ACTIVITIES (2,407) (963) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Net increase in deposits 1,609 3,783 Increase in borrowed funds - 1,000 Cash dividends paid (182) (181) Proceeds from exercise of stock options - 24 ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 1,427 4,626 ------------ ------------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (866) 4,445 CASH AND CASH EQUIVALENTS, BEGINNING 7,974 2,367 ------------ ------------ CASH AND CASH EQUIVALENTS, ENDING $ 7,108 $ 6,812 ============ ============ See accompanying notes. -5- KS Bancorp, Inc. and Subsidiary Notes to Consolidated Financial Statements - -------------------------------------------------------------------------------- NOTE A - BASIS OF PRESENTATION In management's opinion, the financial information, which is unaudited, reflects all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the financial information as of and for the three month periods ended March 31, 2002 and 2001, in conformity with accounting principles generally accepted in the United States of America. The financial statements include the accounts of KS Bancorp, Inc. (the "Company") and its wholly-owned subsidiary, KS Bank, Inc. Operating results for the three month period ended March 31, 2002 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2002. The organization and business of the Company, accounting policies followed by the Company and other information are contained in the notes to the consolidated financial statements filed as part of the Company's 2001 annual report on Form 10-KSB. This quarterly report should be read in conjunction with such annual report. NOTE B - NET INCOME PER SHARE Net income per share has been computed by dividing net income by the weighted average number of common and common equivalent shares outstanding during the period. In accordance with generally accepted accounting principles, employee stock ownership plan shares are only considered outstanding for the basic earnings per share calculations when they are earned or committed to be released. The weighted average number of shares outstanding or assumed to be outstanding are summarized below: Three months ended March 31, ------------------------------------ 2002 2001 -------------- ---------------- Weighted average number of common shares used in computing basic net income per share 1,127,297 1,109,598 Effect of dilutive stock options 27,670 26,084 -------------- ---------------- Weighted average number of common shares and dilutive potential common shares used in computing diluted net income per share 1,154,967 1,135,682 ============== ================ NOTE C - COMPREHENSIVE INCOME For the three months ended March 31, 2002 and 2001, total comprehensive income, consisting of net income and unrealized securities gains and losses, net of taxes, was $331,000 and $458,000, respectively. -6- KS Bancorp, Inc. and Subsidiary Notes to Consolidated Financial Statements - -------------------------------------------------------------------------------- NOTE D - NEW ACCOUNTING PRONOUNCEMENTS In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that all business combinations entered into after June 30, 2001 be accounted for under the purchase method. SFAS No. 142 requires that all intangible assets, including goodwill that results from business combinations, be periodically (at least annually) evaluated for impairment, with any resulting impairment loss being charged against earnings. Also, under SFAS No. 142, goodwill resulting from any business combination accounted for according to SFAS No. 141 will not be amortized, and the amortization of goodwill related to business combinations entered into prior to June 30, 2001 will be discontinued effective, for the Company, January 1, 2002. The adoption of the provisions of SFAS No. 141 and SFAS 142 effective January 1, 2002 did not affect the Company's financial statements. -7- Item 2 - Management's Discussion and Analysis of Financial Condition and Results - -------------------------------------------------------------------------------- of Operations - ------------- This Quarterly Report on Form 10-QSB may contain certain forward-looking statements consisting of estimates with respect to the financial condition, results of operations and business of the Company that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited to, general economic conditions, changes in interest rates, deposit flows, loan demand, real estate values, and competition; changes in accounting principles, policies, or guidelines; changes in legislation or regulation; and other economic, competitive, governmental, regulatory, and technological factors affecting the Company's operations, pricing, products and services. Comparison of Financial Condition at March 31, 2002 and December 31, 2001 Consolidated total assets increased by $1.4 million during the three months ended March 31, 2002, from $163.9 million at December 31, 2001 to $165.3 million at March 31, 2002. This growth in total assets resulted from an increase in our loan portfolio during the quarter of $3.4 million to $140.4 million. Funding for this loan growth was provided primarily from the utilization of our liquid assets, (consisting of cash and cash equivalents and investment securities) which decreased $2.1 million, from $20.7 million at December 31, 2001 to $18.6 million at March 31, 2002. This growth was also funded by an increase of $1.6 in customer deposits. Total stockholders' equity increased $165,000 from $16.8 million at December 31, 2001 to $17.0 million at March 31, 2002. This increase resulted principally from net income of $408,000 for the three months, net of unrealized losses on available for sale investment securities during the period of $77,000 and the Company's regular quarterly dividend during the period of $182,000, or $.16 per share. Comparison of Results of Operations for the Three months ended March 31, 2002 and 2001 Net Income. Net income for the quarter ended March 31, 2002 was $408,000, or $.36 per share, as compared with net income of $360,000, or $.33 per share, for the three months ended March 31, 2001, an increase of $48,000. Increases in net interest income and non-interest income for the quarter ended March 31, 2002 of $239,000 and $28,000, respectively, were offset by an increase of $178,000 in non-interest expenses. The provision for loan losses increased by $31,000 during the quarter. Net Interest Income. Net interest income for the quarter ended March 31, 2002 increased $239,000 due to an increased level of interest earning assets. The increase in interest-earning assets resulted primarily from the aforementioned increase in our loan portfolio. Provision for Loan Losses. The provision for loan losses was $31,000 and $0 for the quarters ended March 31, 2002 and 2001, respectively. There were no net loan charge-offs during either quarter. At March 31, 2002, nonaccrual loans aggregated $941,000, while the allowance for loan losses stood at $606,000. Management believes that the allowance is adequate to absorb losses inherent in the loan portfolio. Non-Interest Income. Non-interest income was $236,000 for the quarter ended March 31, 2002 as compared with $208,000 for the quarter ended March 31, 2001, an increase of $28,000. Non-Interest Expenses. Non-interest expenses increased to $1.1 million during the quarter ended March 31, 2002 as compared with $919,000 for the quarter ended March 31, 2001, an increase of $181,000. The increase resulted primarily from an increase in salaries and employee benefits of $60,000. The remainder of the increase was attributable to the continued overall growth of the Company. -8- Provision for Income Taxes. The provision for income taxes, as a percentage of income before income taxes, was 38.3% and 40.3% for the three months ended March 31, 2002 and 2001, respectively. Liquidity and Capital Resources The objective of the Company's liquidity management is to ensure the availability of sufficient cash flows to meet all financial commitments and to capitalize on opportunities for expansion. Liquidity management addresses KS Bank's ability to meet deposit withdrawals on demand or at contractual maturity, to repay borrowings as they mature, and to fund new loans and investments as opportunities arise. The primary sources of internally generated funds are principal and interest payments on loans receivable and cash flows generated from operations. External sources of funds include increases in deposits and advances from the FHLB of Atlanta. As a North Carolina-chartered savings bank, KS Bank must maintain liquid assets equal to at least 10% of assets. The computation of liquidity under North Carolina regulations allows the inclusion of mortgage-backed securities and investments with readily marketable value, including investments with maturities in excess of five years. KS Bank's liquidity ratio at March 31, 2002, as computed under North Carolina regulations, was approximately 11.3%. On a consolidated basis, liquid assets also represent approximately 11.3% of total assets. Management believes that it will have sufficient funds available to meet its anticipated future loan commitments as well as other liquidity needs. As a North Carolina-chartered savings bank, KS Bank is subject to the capital requirements of the Federal Deposit Insurance Corporation ("FDIC") and the North Carolina Administrator of Savings Institutions ("N. C. Administrator"). The FDIC requires state-chartered savings banks to have a minimum leverage ratio of Tier I capital (principally consisting of common shareholders' equity, noncumulative perpetual preferred stock, and a limited amount of cumulative perpetual preferred stock, less certain intangible assets) to total assets of at least 3%; provided, however, that all institutions, other than those (i) receiving the highest rating during the examination process and (ii) not anticipating or experiencing any significant growth, are required to maintain a ratio of 1% or 2% above the stated minimum. The FDIC also requires KS Bank to have a ratio of total capital to risk-weighted assets of at least 8%, of which at least 4% must be comprised of Tier I capital. The N. C. Administrator requires a net worth equal to at least 5% of total assets. At March 31, 2002, KS Bank exceeded the capital requirements of both the FDIC and the N. C. Administrator. -9- Part II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. None (b) Reports on Form 8-K. No reports on Form 8-K were filed by the Company during the quarter ended March 31, 2002. -10- SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. KS BANCORP, INC. Date: May 10, 2002 By: /s/ Harold T. Keen ----------------------------------- Harold T. Keen President and Chief Executive Officer Date: May 10, 2002 By: /s/ Earl W. Worley, Jr. ----------------------------------- Earl W. Worley, Jr. Chief Financial Officer -11-