Microsoft Word 10.0.2627;UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB _X_ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2002 Or __ Transition report pursuant to Section 13 or 15(d) of the Exchange Act Commission File Number 000-49781 First Security Bancorp, Inc. (Exact Name of Small Business Issuer as Specified in Its Charter) Kentucky 61-1364206 -------- ---------- (State of other jurisdiction of (I.R.S. Employer incorporation or organization) identification No.) 318 East Main Street, Lexington, Ky 40507 (Address of Principal Executive Offices) (859) 367-3700 (Issuer's Telephone Number, Including Area Code) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes ___ No The number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: Common stock, no par value - 1,456,250 shares outstanding as of May 13, 2002. Transitional Small Business Disclosure Format (check one): ___ Yes X No --- FIRST SECURITY BANCORP, INC. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Item 1. Financial Statements.................................................4 Item 2. Management's Discussion and Analysis or Plan of Operation...........11 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K....................................18 PART I - FINANCIAL INFORMATION Item 1. Financial Statements First Security Bancorp, Inc. Consolidated Balance Sheet (Unaudited) (in thousands) Assets March 31, December 31, 2002 2001 ---- ---- Cash and due from banks $ 6,085 $ 4,521 Federal funds sold 32 4,397 ---------- ---------- Total cash and cash equivalents 6,117 8,918 Securities available for sale 45,163 32,309 Loans 155,908 152,422 Less allowance for loan losses (1,679) (1,538) ---------- --------- Net loans 154,229 150,884 FHLB Stock 545 539 Leasehold improvements, premises and equipment net 7,822 7,656 Accrued interest receivable 1,259 1,133 Other assets 840 831 ---------- --------- Total Assets $215,975 $202,270 ====== ====== Liabilities and Shareholders' Equity Liabilities Deposits Non-interest bearing $ 16,091 $ 12,575 Time deposits $100,000 and over 51,235 44,498 Other interest bearing 117,054 111,671 ------------ ------------- Total Deposits 184,380 168,744 Repurchase agreements and short term borrowing 8,981 12,957 Federal Home Loan Bank Advances 4,829 2,336 Accrued interest payable 788 832 Other liabilities 30 574 ------------ ------------- Total Liabilities $ 199,008 $ 185,443 Shareholders' Equity Common stock no par value 8,385 8,385 Paid-in Capital 8,385 8,385 Retained Earnings 543 383 Accumulated other comprehensive Income (346) (326) -------- --------- Total Shareholders' Equity 16,967 16,827 -------- --------- Total Liabilities and Shareholders' Equity $215,975 $202,270 ====== ====== First Security Bancorp, Inc. Consolidated Statements of Income (Unaudited) (in thousands, except per share data) Three Months Ended March 31, 2002 2001 ---- ---- Interest Income Loans, including fees $ 2,752 $ 2,412 Securities - taxable 326 229 Securities - non-taxable 159 7 Federal funds sold 11 134 Other 6 16 -------- -------- 3,254 2,798 Interest Expense Deposits 1,800 1,732 Other 89 32 --------- --------- 1,889 1,764 --------- -------- Net Interest Income 1,365 1,034 Provision for loan losses 157 100 --------- -------- Net interest income after provision for loan losses 1,208 934 Non-interest Income Service charges and fees on deposits 125 33 Securities gains - 7 Other 39 26 -------- -------- $ 164 $ 66 Non-interest expense Salaries and employee benefits $ 587 $ 407 Occupancy and equipment 214 80 Data processing 38 46 Advertising 47 33 Professional fees 37 26 Taxes other than payroll, property and income 49 34 Other 220 121 -------- -------- 1,192 747 -------- -------- Income before income taxes 180 253 Provision for income taxes (20) - -------- -------- Net income $ 160 $253 ===== ===== Weighted average shares common outstanding: Basic 1,456 1,454 Diluted 1,493 1,601 Earnings per share Basic $ .11 $ .17 Diluted .11 .16 First Security Bancorp, Inc. Consolidated Statement of Changes In Shareholders' Equity (Unaudited) (in thousands) Accumulated Additional Other Total --Common Stock-- Paid-In Retained Comprehensive Shareholders' Shares Amount Capital Earnings Income (Loss) Equity Balance January 1, 2002 1,456 $ 8,385 $ 8,385 $ 383 $ (326) $ 16,827 Net Income - - - 160 - 160 Net change in unrealized gain (loss) on securities available for sale net of reclassification and tax effects - - - (20) (20) -------- Total comprehensive income - - - -- 140 ------- -------- -------- -------- -------- -------- Balance March 31, 2002 1,456 $ 8,385 $ 8,385 $ 543 $ (346) $ 16,967 ==== ===== ===== ===== ===== ===== First Security Bancorp, Inc. Statements of Cash Flows (Unaudited) (in thousands) Three Months Ended March 31, 2002 2001 ---- ---- Cash flows from Operating Activities: Net income $ 160 $ 253 Adjustments to reconcile net income to net cash from operating activities Depreciation 102 56 Amortization and accretion on available for sale securities, net 63 (10) Provision for loan losses 157 100 Federal Home Loan Bank Stock dividends (6) (4) Investment securities gains, net 0 (7) Change in assets and liabilities: Accrued interest receivable (126) 64 Other assets (9) (20) Accrued interest payable (44) 79 Other liabilities (534) (172) -------- ------- Net cash from operating activities (237) 339 Cash flows from investing activities Net change in loans (3,502) (7,704) Activity in available for sale securities Maturities, Calls, and principal repayments 1,837 3,324 Purchases (14,784) (11,982) Sales 0 2,310 Leasehold improvements and net purchases of premises and equipment (268) (64) ----------- ----------- Net cash from investing activities (16,717) (14,116) Cash flows from financing activities Net change in deposits 15,636 16,666 Net changes in repurchase agreements and short term borrowings (3,976) (210) Proceeds from Federal Home Loan Advance 2,500 - Payments on Federal Home Loan Bank advances (7) (3) Issuance of common stock - 628 ---------- ---------- Net cash from financing activities 14,153 17,081 ---------- ---------- Net change in cash and cash equivalents (2,801) 3,304 Cash and cash equivalents at beginning of period 8,918 8,298 --------- --------- Cash and cash equivalents at end of period $ 6,117 $ 11,602 ===== ===== Supplemental Disclosure of Cash Flow Information: Cash paid during the period for: Interest 1,933 $ 1,685 Income Taxes 450 - NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation: The accounting and reporting policies of First Security Bancorp, Inc. (the "Company") and its wholly-owned subsidiary First Security Bank of Lexington, Inc. (the "Bank") conform to accounting principles generally accepted in the United States of America and to predominant practices within the banking industry. The significant policies are described below. The Bank is a Kentucky corporation incorporated to operate as a commercial bank under a state bank charter. The Bank generates commercial, mortgage, and installment loans, and receives deposits from customers located primarily in the Fayette County, Kentucky area. The majority of the Bank's income is derived from lending activities. The majority of the Bank's loans are secured by specific items of collateral including business assets, real estate, and consumer assets, although borrower cash flow may also be a primary source of repayment. All of the Bank's operations are considered by management to be aggregated into one reportable operating segment. Recent Accounting Pronouncements: Beginning January 1, 2002, two new standards require all business combinations to be recorded using the purchase method of accounting for any transaction initiated after June 30, 2001. Under the purchase method, all identifiable tangible and intangible assets and liabilities of the acquired company must be recorded at fair value at date of acquisition and the excess of cost over fair value of net assets acquired is recorded as goodwill. Identifiable intangible assets must be separated from goodwill associated with identifiable intangible assets. Assets with finite useful lives will be amortized under the new standard, whereas goodwill, both amounts previously recorded and future amounts purchased, will cease being amortized starting in 2002. Annual impairment testing will be required for goodwill with impairment being recorded if the carrying amount of goodwill exceeds its implied fair value. The impact of adopting these standards was not material. The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions for Form 10-QSB and Item 310 of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ending March 31, 2002 are not necessarily indicative of the results that may be expected for the year ended December 31, 2002. NOTE 2 - SECURITIES Securities were as follows: Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value -------------- -------------- ------------- ------ (in thousands) Available for Sale March 31, 2002 U. S. Government Agency $ 614 - $ (17) $ 597 State and Municipal 17,651 16 (295) 17,372 Mortgage-backed 27,422 81 (309) 27,194 ---------- ----- -------- ---------- Total debt securities $ 45,687 $ 97 $(621) $45,163 ====== === ===== ====== December 31, 2001 U. S. Government Agency $ 500 $ 3 - $ 503 State and Municipal 13,381 1 (449) 12,933 Mortgage-backed 18,923 98 (148) 18,873 ----------- ------- --------- ----------- Total debt securities $ 32,804 $ 102 $ (597) $ 32,309 ====== ==== ===== ====== Securities pledged at March 31, 2002 and year-end 2001 had carrying amounts of $12.8 million, and $13.0 million, respectively, and were pledged to secure customer repurchase agreements and to the Federal Reserve Discount window. NOTE 3 - LOANS Loans were as follows: March 31, 2002 December 31, 2001 -------------- ------------------ (in thousands) Commercial $ 72,086 $ 68, 584 Mortgage loans on real estate: Commercial 45,155 46,106 Residential 33,245 32,349 Other Consumer 5,422 5,383 ------------ ------------ $ 155,908 $ 152,422 ======= ======= Changes in the allowance for loan losses were as follows: Three Months Ended March 31 (in thousands) 2002 2001 ---- ---- Beginning balance $ 1,538 $ 1,221 Loans charged off (18) (3) Recoveries 2 0 Provision for loan losses 157 100 -------- --------- Ending balance $ 1,679 $ 1,318 NOTE 4 - EARNINGS PER SHARE The factors used in the earnings per share computation were as follows: Three Months Ended March 31 (in thousands, except per share data) 2002 2001 ---- ---- Basic Net Income $ 160 $ 253 Weighted average common shares 1,456 1,454 Basic earnings per common share $.11 $.17 Diluted Net Income $160 $253 Weighted average common shares 1,456 1,454 Add: Dilutive effects of assumed Exercises of stocks warrants & options 37 147 --------- --------- Average shares and dilutive potential common shares 1,493 1,601 ===== ===== Diluted earnings per common share $.11 $.16 NOTE 5 - Acquisition On March 15, 2002, the Bank entered into a definitive agreement to acquire certain assets of First Mortgage Company, Inc., in Lexington, Kentucky. First Mortgage originates mortgage loans for sale into the secondary market. The agreement includes a purchase price of up to $476,000, $69,000 of which is due at closing. The remainder of the purchase price is payable contingent upon First Mortgage's earnings over the next four years. The agreement also requires the Bank to enter into a four-year employment agreement with First Mortgage's shareholder and president at a salary level similar to that of other executives of the Bank. Subject to regulatory approval, the acquisition is scheduled to be completed in the second quarter of 2002. Part I Item 2. Management's Discussion and Analysis or Plan of Operation General First Security Bank is a commercial banking organization organized under the laws of the Commonwealth of Kentucky, and is a wholly-owned subsidiary of the Company. First Security Bank offers a variety of products and services through four full service offices including the acceptance of deposits for checking, savings and time deposit accounts; extension of secured and unsecured loans to corporations, individuals and others; issuance of letters of credit; and rental of safe deposit boxes. First Security Bank's lending activities include commercial and industrial loans, real estate, installment, and other consumer loans and revolving credit plans. Operating revenues are derived primarily from interest and fees on loans and from interest on investment securities. We have made, and may continue to make, various forward-looking statements with respect to credit quality (including delinquency trends and the allowance for loan losses), corporate objectives and other financial and business matters. When used in this discussion the words "anticipate," "project," "expect," "believe," and similar expressions are intended to identify forward-looking statements. In addition to factors disclosed by the Company, the following factors, among others, could cause actual results to differ materially from such forward-looking statements: Pricing pressures on loan and deposit products; competition; changes in economic conditions both nationally and in our market; the extent and timing of actions of the Federal Reserve Board; customers' acceptance of our products and services; and the extent and timing of legislative and regulatory actions and reforms. Overview The mission of First Security Bank is to firmly establish itself in Lexington, Kentucky as a full-service bank providing traditional products and services typically offered by commercial banks. The Lexington banking market is highly competitive with 18 commercial banks and thrift institutions currently serving the market. Most of the banks in Lexington are part of larger bank holding companies headquartered outside of Lexington / Fayette County market and Kentucky. Promoting local management has proven effective for First Security Bank in attracting customers, fostering loyalty and establishing and maintaining strong asset quality. On March 15, 2002, First Security Bank entered into a definitive agreement to acquire certain assets of First Mortgage Company, Inc. in Lexington, Kentucky. First Mortgage originates fixed and variable rate mortgage loans fore sale in the secondary market. This will provide a new venue or mortgage products, enhancing the Bank's presence in the Lexington market. Subject to regulatory approval, the acquisition is scheduled to be completed in the second quarter 2002. See Part I, Note 5 to the Financial Statements. Result of Operations Net income for the three months ending March 31, 2002 was $160,000, down from $253,000 for the same period in 2001. Earning assets increased from $189.7 million as of December 31, 2001 to $201.7 million as of March 31, 2002. Net loans increased from $150.9 million as of December 31, 2001 to $154.2 million as of March 31, 2002. Total deposits increased from $168.7 million as of December 31, 2001 to $184.4 million as of March 31, 2002. In December, 2000 First Security Bank purchased a former banking facility at 318-320 East Main Street in downtown Lexington for $3.5 million to replace its main office. First Security Bank moved its downtown offices to the new facility in September, 2001. The new location features drive-through windows, an ATM and innovative interior design features. A total of $1.2 million was invested on the new facility in addition to its purchase price. A fourth location was also opened during the fourth quarter of 2001. A building was purchased and was opened for this purpose at a total cost of $906,000. The land for this facility was leased for $5,600 per month. Growth in net income and book value per share will be negatively impacted until the growth in earnings resulting from these new locations covers the additional costs. First Security Bancorp believes, however, that the potential longer term benefits, including prospects for new loan and deposit growth, outweigh the potential near term costs. Net Interest Income First Security Bancorp's principal source of revenue is net interest income. Net interest income is the difference between interest income on interest-earning assets, such as loans and securities, and the interest expense on liabilities used to fund those assets, such as interest-bearing deposits and borrowings. Net interest income is impacted by both changes in the amount and composition of interest-earning assets and interest-bearing liabilities as well as market interest rates. The change in net interest income is typically measured by changes in net interest spread and net interest margin. Net interest spread is the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities. Net interest margin is determined by dividing net interest income by interest-earning assets. Net interest income was $1.365 million for the three months ended March 31, 2002 compared to $1.034 million in 2001, resulting in an increase of $331,000 or 32.01%. The increase in net interest income was primarily the result of volume increases in earning assets. Net interest margin declined to 2.78% for the quarter ending March 31, 2002 versus 3.08% for the quarter ending March 31, 2001. Net interest spread increased to 2.27% from 1.92% for the same periods. The decrease in margin was caused by the repricing of rate sensitive assets faster than rate sensitive liabilities, exacerbated by an extreme decline in the general level of interest rates during 2001. Net interest spread increased due to the rates paid on interest bearing liabilities decreasing at a faster rate than the rates earned on interest earning assets. In order to improve net interest margin and spread going forward, First Security Bank has deployed available funding by investing in mortgage backed securities and federally tax exempt bonds. In addition, loan pricing strategies have been adjusted and features such as interest rate floors have been added. Non-Interest Income and Expenses Other non interest income increased from $66,000 to $164,000 for the three months ended March 31, 2001, and 2002, respectively. Components of other non-interest income include service charges, fees on deposit accounts and other fees. Management anticipates that service charge income on deposit accounts will continue to grow commensurate with First Security Bank's deposit base and as a result of the introduction of a new checking product. Total non-interest expense increased from $747,000 to $1,192,000 for the three months ended March 31, 2001, and 2002, respectively. Salaries and benefits increased from $407,000 to $587,000 for the same periods, respectively. The number of full time equivalent employees increased from 30 at March 31, 2001, to 41 at March 31, 2002. Staffing levels increased as a result of the addition of a fourth branch office in the fourth quarter of 2001, and the relocation to the new main office facility, which offers expanded customer services. The number of employees should increase during 2002, but at a decreasing rate as compared with 2001. Occupancy and equipment expenses, net of rental revenue, were $80,000 and $214,000 for the three months ended March 31, 2001, and 2002, respectively. Building lease revenue was down from $62,000 to $9,015 for the three months ended March 31, 2001 and 2002, respectively, though it is anticipated to increase as new lease agreements are consummated. In the third quarter of 2001, First Security Bancorp began recording federal income tax expense, which for the three months ended March 31, 2002 was $20,000. Income tax expense was not previously recorded due to both historical accumulated losses and concern about First Security ability to utilize certain deferred tax assets. Going forward, income tax expense will continue to recorded at approximately 34% of taxable pre-tax income. Investment Securities First Security Bank's investment portfolio consists of state and municipal bonds and mortgage backed bonds. The amortized cost of investment securities increased from $32.8 million as of December 31, 2001 to $45.7 million as of March 31, 2002. The increase in investment securities was to redeploy excess liquidity into higher yielding assets and to purchase bank qualified municipal securities, the earnings of which are largely not subject to federal income tax. Loans Net loans increased $3.3 million from $150.9 million as of December 31, 2001, to $154.2 million as of March 31, 2002. As of the end of each period, approximately 75% of First Security Bank's loan portfolio was in loans to commercial businesses and commercial real estate borrowers. Loans in the consumer sector of the portfolio, which includes consumer mortgage and other consumer loans, comprised approximately 25% of the portfolio as of the end of both periods. First Security Bank desires increased penetration within the consumer loan market and believes the new locations should help build new customer relationships. Allowance and Provision for Loan Losses The provision for loan losses was $100,000 and $157,000 for the periods ending March 31, 2001, and 2002 respectively. Year to date net charge offs were $3,000 for the three months ended March 31, 2001 and $16,000 for the three months ended March 31, 2002. The levels of non-performing (loans past due 90 days or more) and nonaccrual loans increased from $789,000 or .52% of gross loans as of December 31, 2001, to $2,144,000 or 1.37% of gross loans as of March 31, 2002. The loan loss reserve to total loans was 1.08% as of March 31, 2002. The allowance for loan losses is regularly evaluated by management and reported quarterly to our board of directors. Our management and board of directors maintain the allowance for loan losses at a level believed to be sufficient to absorb inherent losses in the portfolio at a point in time. Management's allowance for loan loss estimate consists of specific and general reserve allocations as influenced by various factors. Such factors include changes in lending policies and procedures; underwriting standards; collection, charge-off and recovery history; changes in national and local economic and business conditions and developments; changes in the characteristics of the portfolio; ability and depth of lending management and staff; changes in the trend of the volume and severity of past due, non-accrual and classified loans; troubled debt restructuring and other loan modifications; and results of regulatory examinations. To evaluate the loan portfolio, management has also established loan grading procedures. These procedures establish a grade for each loan upon origination which is periodically reassessed throughout the term of the loan. Grading categories include prime, good satisfactory, fair, watch, substandard, doubtful, and loss. Specific reserve allocations are calculated for individual loans having been graded watch or worse based on the specific collectability of each loan. Loans graded watch or worse also include loans severely past-due and those not accruing interest. Loss estimates are assigned to each loan, which results in a portion of the allowance for loan losses to be specifically allocated to that loan. The general reserve allocation is computed by loan category reduced by loans with specific reserve allocations and loans fully secured by certificates of deposit with First Security Bank. Loss factors are applied to each category for which the cumulative product represents the general reserve. These loss factors are typically developed over time using actual loss experience adjusted for the various factors discussed above. As First Security Bank is a newly organized bank, our historical loss experience is less reliable as a future predictor of inherent losses than that of a bank with a mature loss history. Until our own experience becomes fully developed, we have computed these factors utilizing selected peer data and from the Uniform Bank Performance Reports which we believe is representative of our loan customer base and is therefore a reasonable predictor of inherent losses in our portfolio. We believe the allowance for loan losses at March 31, 2002 was adequate. As previously discussed, the loan portfolio experienced a higher percentage of non-performing loans when compared to the prior periods. We believe this is a result of the seasoning of the portfolio and, to a lesser degree, a weaker economy. Although we believe we use the best information available to make allowance provisions, future adjustments which could be material may be necessary if the assumptions used to determine the allowance differ from future loan portfolio performance. Deposits and Other Borrowings The deposit base provides the major funding source for earning assets. Total deposits increased by $15.6 million from December 31, 2001 to March 31, 2002. Deposits have grown at historically consistent levels. Demand deposits were up from 7.45% of total deposits as of December 31, 2001, to 8.72% of total deposits as of March 3, 2002. The table below illustrates our deposits by major categories as of March 31, 2002 and December 31, 2001; DEPOSITS March 31, December 31, 2002 2001 ---- ---- (in thousands) Interest-bearing demand deposits $ 22,385 $ 18,886 Savings deposits 21,540 17,113 Time deposits less than $100,000 73,129 75,672 Time deposits $100,000 and over 51,235 44,498 ------------- ------------ Total interest-bearing deposits 168,289 156,169 Total noninterest-bearing deposits 16,091 12,575 ------------ ------------ Total $ 184,380 $ 168,744 ======= ======= Liquidity Liquidity management is the process by which management attempts to insure that adequate liquid funds are available to meet financial commitments on a timely basis. These commitments include withdrawals by depositors, funding credit obligations to borrowers, servicing long-term obligations, paying operating expenses, funding capital expenditures and maintaining reserve requirements. Liquidity is monitored closely by the Asset/Liability Management Committee of the First Security Bank Board of Directors, which monitors interest rates and liquidity risk while implementing appropriate funding and balance sheet strategies. First Security Bank has established a limited number of alternative or secondary sources to provide additional liquidity and funding sources when needed to support lending activity or other liquidity needs. These alternative funding sources currently include unsecured federal funds lines of credit from five correspondent banks aggregating approximately $24 million; a secured repurchase agreement line of credit from a correspondent bank based upon the market value of pledged securities; and a secured repurchase agreement arrangement with an agency of the Commonwealth of Kentucky. Additionally, First Security Bank is a member of the Federal Home Loan Bank of Cincinnati which allows First Security Bank to borrow based on the level of qualifying residential loans which serve as collateral for this type of borrowing. At March 31, 2002, First Security Bank could borrow an additional $14.9 million based on available collateral. First Security Bank had total short-term borrowings of $15.3 million and $13.8 million as of December 31, 2001, and March 31, 2002 respectively. Borrowings at March 31, 2002 were in the form of customer repurchase agreements in the amount of $5.0 million, federal funds purchased of $4.0 million, and Federal Home Loan Bank advances in the amount of $4.8 million. The need for future borrowing arrangements above current levels will be evaluated by management with consideration given to the growth prospects of the loan portfolio, liquidity needs, costs of deposits, market conditions and other factors. Short-term liquidity needs for periods of up to one year may be met through federal funds lines of credit borrowings and short-term Federal Home Loan Bank advances. The Federal Home Loan Bank additionally offers advance programs of varying maturities for terms beyond one year. Capital Regulatory agencies measure capital adequacy within a framework that makes capital requirements, in part, dependent on the individual risk profiles of financial institutions. Total capital as of December 31, 2001 was $16.8 million or 8.31% of assets. Total capital as of March 31, 2002 increased to $17.0 million or 7.87% of assets. First Security Bank has enjoyed an abundance of growth in total assets which has outpaced the growth in total capital. First Security Bancorp and First Security Bank exceed the regulatory requirements for all three capital ratios. First Security Bancorp intends to maintain a capital position that meets or exceeds the "well capitalized" requirements as defined by these regulations by exploring opportunities to raise new capital or moderate our growth rate at levels sustaining a well capitalized position. In addition to capital regulations, state banking regulations limit First Security Bank's ability to pay dividends without prior approval. Under these regulations, First Security Bank may pay dividends in any calendar year only to the extent of current year's net profits plus the retained net profits of the preceding two years and not in excess of the balance of retained earnings then on hand. First Security Bancorp also has regulatory limits on dividends, but less restrictive. First Security Bancorp does not anticipate paying dividends to shareholders for at least the next several years as any earnings generated will need to be retained to support future growth opportunities. Part II - Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits The exhibits listed on the Exhibit Index of this Form 10-QSB are filed as a part of this report. (b) Reports on Form 8-K A report on Form 8-K dated January 28, 2002 was filed by the registrant reporting the registrant's earnings for the year ending December 31, 2002. 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. First Security Bancorp, Inc. /s/John S. Shropshire Date: May 14, 2002 John S. Shropshire Chairman, President and CEO (Principal Executive Officer) /s/Ben A. New Date: May 14, 2002 Ben A. New Chief Financial Officer (Principal Financial and Accounting Officer) EXHIBIT INDEX 11 Statement re Computation of Per Share Earnings (see Item 1, Note 4 "Earnings Per Share" for computation)