FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Mark one:
[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the Quarterly period ended June 30, 1999
Commission File Number: 0-21500
KSB BANCORP, INC.
DELAWARE 04-3189069
(State or other jurisdiction of (IRS Employer ID No.)
incorporation or organization)
Main Street
Kingfield, ME 04947
(Address of Principal Executive Office)
Registrant's telephone number, including area code: 207-265-2181.
Check whether the issuer (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: [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
for the issuer's classes of common stock as of the latest practicable date.
COMMON STOCK 1,324,865
(Class) (Outstanding)
<PAGE>
KSB BANCORP, INC.
FORM 10-QSB
INDEX
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Balance Sheets,
June 30,1999 and December 31, 1998
Consolidated Statements of Income for the three
And six months ended June 30,1999 and June 30, 1998
Consolidated Statements of Stockholders'
Equity and Comprehensive Income for the three
months ended June 30,1999 and June 30, 1998
Consolidated Statements of Cash Flows for the
six months ended June 30,1999
and June 30, 1998
Notes to Financial Statements
Item 2 Management's Discussion and Analysis of
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1 Legal Proceedings
Item 2 Changes in Securities
Item 3 Defaults upon Senior Securities
Item 4 Submission of Matters to a vote of Security
Holders
Item 5 Other information
Item 6 Exhibits and Reports on Form 8-KSB
Signature Page
<PAGE>
<TABLE>
<CAPTION>
KSB BANCORP, INC.
CONSOLIDATED BALANCE SHEETS (unaudited)
June 30, December 31,
1999 1998
---------- ------------
(in thousands)
<S> <C> <C>
ASSETS
Cash and Cash Equivalents and Due
from Banks .................................. $ 3,347 $ 3,234
Interest-bearing Deposits in Banks ........... 110 3
Investment Securities Available for
Sale (at estimated Market Value) ............ 18,332 20,967
Investment Securities to be Held to
Maturity (estimated market value:
June 30,1999- $ 7,249;
December 31, 1998 - $ 9,444) ................ 7,129 9,271
--------- ---------
Loans:
Real Estate Mortgages ........................ 65,973 50,151
Home Equity Loans ............................ 14,387 13,657
Installment Loans ............................ 4,673 4,594
Commercial Loans ............................. 57,731 53,278
Other loans .................................. 973 1,075
Deferred Loan Fees ........................... (236) (224)
Allowance for Loan Losses .................... (1,803) (1,580)
--------- ---------
Total Loans (net) ............................ 141,698 120,951
--------- ---------
Other Real Estate Owned ...................... 30 147
Real Estate Loans to be Sold ................. 200 8,228
Federal Home Loan Bank Stock ................. 1,641 1,641
Bank Premises and Equipment, net ............. 2,505 2,563
Goodwill ..................................... 1,306 1,411
Accrued Interest Receivable .................. 919 852
Deferred Tax Asset ........................... 833 781
Cash Surrender Value of Life Insurance ....... 660 639
Other Assets ................................. 623 641
--------- ---------
TOTAL ASSETS ........................ $ 179,333 $ 171,329
========= =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
June 30, December 31,
1999 1998
---------- ------------
Deposits:
<S> <C> <C>
Regular Savings ..................... $ 23,823 $ 23,875
Money Market Accounts ............... 8,908 8,895
Certificates of Deposit ............. 65,391 62,877
N.O.W. Accounts ..................... 22,049 23,807
Demand Deposits ..................... 10,765 12,385
--------- ---------
Total Deposits ............................... 130,936 131,839
--------- ---------
Advances from FHLB and FRB ................... 29,652 22,647
Other borrowed funds ......................... 1,987 877
Escrows and trustee accounts for
sold loans ................................. 1,553 1,141
Accrued Income Taxes Payable ................. (74) (4)
Accrued Expenses and Other Liabilities ....... 1,012 941
Deferred Income Taxes ........................ 92 201
--------- ---------
Total Liabilities ............................ 165,158 157,642
--------- ---------
Stockholders' Equity:
Common Stock: $.01 Par Value, Issued
and Outstanding: 1,273,456 Shares at
June 30,1999 and 1,269,411 Shares
at December 31, 1998 ....................... 13 13
Additional Paid-in Capital ................... 4,938 4,842
Retained Earnings ............................ 9,639 8,796
Net unrealized gain(loss) on securities
available for sale,
net of deferred taxes ...................... (99) 211
Less: remaining obligation under employee
stock ownership plan (ESOP) ............ (44) (68)
Less: remaining obligation under Bank
Recognition Plan (BRP) ................. (23) (30)
Less: Treasury Stock (20,464
shares at cost) ........................ (249) (77)
--------- ---------
Total Stockholders' Equity ................... 14,175 13,687
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY ..................................... $ 179,333 $ 171,329
========= =========
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
<TABLE>
<CAPTION>
KSB BANCORP, INC.
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
THREE-MONTHS SIX-MONTHS
ENDED ENDED
6/30/99 6/30/98 6/30/99 6/30/98
------- -------- ------- -------
(In thousands)
Interest and Dividend Income
<S> <C> <C> <C> <C>
Interest and Fees on Loans $3,012 $2,859 $5,882 $5,635
Interest on Investment
Securities 469 358 974 750
Dividends 27 26 53 52
----- ----- ----- -----
Total Interest and Dividend Income 3,508 3,243 6,909 6,437
----- ----- ----- -----
Interest Expense
Interest on Deposits 1,211 1,214 2,403 2,311
Interest on Borrowed Funds 349 252 674 627
----- ----- ----- -----
Total Interest Expense 1,560 1,466 3,077 2,938
----- ----- ----- -----
Net Interest Income 1,948 1,777 3,832 3,499
Less: provision for loan losses 150 120 300 240
----- ----- ----- -----
Net Interest Income after
provision for loan losses 1,798 1,657 3,532 3,259
----- ----- ----- -----
Non-interest income
Net Fees & Gains on Loans Sold 6 43 6 54
Mortgage servicing income 65 70 135 142
Service charges and fees 216 219 421 418
Other 33 21 76 59
----- ----- ----- -----
Total Non-interest income 320 353 638 673
----- ----- ----- -----
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Non-interest expense
<S> <C> <C> <C> <C>
Salaries and benefits 707 655 1,403 1,292
Occupancy 83 78 175 165
Equipment 202 191 408 374
FDIC Premium 7 7 15 15
Other 388 411 743 767
----- ----- ----- -----
Total Non-interest Expense 1,387 1,342 2,744 2,613
----- ----- ----- -----
Net income before taxes 731 668 1,426 1,319
Income tax expense 244 234 482 466
----- ----- ----- -----
Net income $487 $434 $944 $853
===== ===== ===== =====
Basic earnings per share (see Note 2) $0.39 $0.35 $0.76 $0.70
Fully Diluted Earnings per Share $0.38 $0.34 $0.74 $0.67
Weighted average shares outstading 1,238,018 1,224,336 1,238,563 1,221,954
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
<TABLE>
<CAPTION>
KSB BANCORP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)
Net
Unrealized
Gain(Loss) on
Adj. Adj. Securities
Common Paid-in Retained for for Available Treasury
Stock Capital Earnings ESOP BRP for Sale Stock TOTAL
----- ------- -------- ---- --- -------- ----- -----
(in Thousands)
Six months ended June 30, 1999
- ------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning
balance $ 13 $4,842 $ 8,796 $(68) (30) 211 (77) $ 13,687
------- ------ ------- ---- --- --- --- --------
Net Income - - 944 - - - - 944
Change in Unrealized
Gain on Securities
Available for Sale,
net of Deferred
Taxes ($159,630) - - - - - (310) - (310)
------- ------ ------- ---- --- --- --- --------
Total Comprensive
Income - - 944 - - (310) - 634
Dividends Paid - - (90) - - - - (90)
ESOP adjustment - 81 - 24 - - - 105
BRP adjustment - - - - 7 - - 7
Shares Issued (257) - 19 - - - - - 19
Retirement of
Treasury shares
(1,212 shares) (4) (11) 15 0
Purchases of
Treasury shares
(13,712 shares) (187) (187)
------- ------ ------- ---- --- --- --- --------
Ending
balance $ 13 $4,938 $ 9,639 $(44) $(23) $(99) $(249) $ 14,175
======= ====== ======= ==== ==== ==== ===== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Net
Unrealized
Gain(Loss) on
Adj. Adj. Securities
Common Paid-in Retained for for Available Treasury
Stock Capital Earnings ESOP BRP for Sale Stock TOTAL
----- ------- -------- ---- --- -------- ----- -----
(in Thousands)
Six months ended June 30, 1998
- ------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning
Balance $ 12 $4,544 $ 7,171 (117) (51) 73 (77) $11,555
------ ------ ------- ---- ---- --- ---- -------
Net Income - - 853 - - - - 853
Change in Unrealized
Loss on Securities
Available for Sale,
net of Deferred
Taxes ($ 8,296) - - - - - 16 - 16
------ ------ ------- ---- ---- --- ---- -------
Total Comprensive
Income - - 853 - - 16 - 869
Dividends Paid - - (45) - - - - (45)
ESOP adjustment - 132 - 24 - - - 156
BRP adjustment - - - - 14 - - 14
Shares Issued
under Stock
Option Plans
(23,879) 1 72 - - - - - 73
Retirement of
Treasury shares
(3,911) - (12) (60) - - - 72 0
Purchases of
Treasury Shares
(3,911) - - - - - - (72) (72)
------ ------ ------- ---- ---- --- ---- -------
Ending
balance $ 13 $4,736 $ 7,919 ($93) ($37) $89 ($77) $12,550
====== ====== ======= ==== ==== === ==== =======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
KSB BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
SIX MONTHS ENDED
June 30,
1999 1998
-------- --------
(In thousands)
<S> <C> <C>
Net Income ........................................... $ 944 $ 853
Adjustments to reconcile net income
to net cash provided by operating
activities
Depreciation and Amortization .................... 373 380
Decrease in obligation under ESOP and BRP ........ 113 170
Provision for loan losses ........................ 300 240
Deferred Income Taxes ............................ 0 (49)
Net (gains) losses on sales of loans
originated for sale ............................. 0 (44)
Originations of loans held for sale .............. (482) (6,316)
Proceeds from loans held for sale ................ 280 3,024
Decrease (increase) in:
Interest receivable ............................ (68) 26
Prepaid expenses ............................... 13 (63)
Cash surrender of life insurance ............... (21) (22)
Other receivables .............................. (32) (7)
Increase (decrease) in:
Interest payable ............................... 4 (39)
Accrued Expenses ............................... 30 11
Accrued Taxes payable .......................... (70) (54)
Deferred Origination Fees ...................... 11 16
Other payables ................................. 38 (143)
------- -------
Total Adjustments .................................. 488 (2,870)
------- -------
Net Cash from Operating Activities ................. 1,432 (2,017)
------- -------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CASH FLOWS FROM INVESTING ACTIVITIES
<S> <C> <C>
Proceeds from maturities and principal
payments on investment
securities held to maturity ...................... 2,114 2,618
Proceeds from maturities and principal
payments on investment
securities available for sale .................... 2,154 1,171
Net(increase)decrease in loans ..................... (12,883) (3,727)
Proceeds from sale of
Other Real Estate Owned .......................... 171 184
Net Purchases of
Federal Home Loan Bank Stock ..................... 0 (104)
Capital Expenditures ............................... (163) (335)
Net decrease in other assets ....................... 30 35
------- -------
Net cash (used in)
investing activities ............................ (8,577) (158)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash received through branch acquisition,
net of acquisition premium ....................... 0 14,632
Net increase (decrease) in time deposits ............ 2,514 (1,754)
Net (decrease) in other deposits..................... (3,418) (2,595)
Net increase (decrease) in FHLB advances
and other borrowings ............................. 8,114 (8,558)
Net increase in escrow accounts ..................... 412 438
Proceeds from stock issuance
under option plans ............................... 0 72
Proceeds from other stock issuance .................. 4 0
Net Purchase of Treasury stock ...................... (172) (72)
Cash dividends paid on common stock
(net of ESOP) .................................... (89) (45)
------- -------
Net cash provided by financing activities........... 7,365 2,118
------- -------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Net increase (decrease) in cash and
cash equivalents ................................. 220 (57)
Cash and cash equivalents, beginning of
period(1) ......................................... 3,237 3,239
------- -------
Cash and cash equivalents, end of
period (1) ........................................ $ 3,457 $ 3,182
======= =======
</TABLE>
(1) Includes interest-earning deposits in banks
The Company had the following noncash transactions:
<TABLE>
<CAPTION>
<S> <C> <C>
Net increase (decrease) required by
Statement of Financial Accounting
Standards No. 115
Unrealized loss on securities
Available for Sale ......................... $ 470 $ (24)
Deferred income tax assets ................... 160 (8)
Net unrealized loss on securities
Available for Sale ......................... 310 (16)
Net transfer from loans to other
real estate owned .......................... 50 340
Net transfer from Loans to be Sold
to Portfolio ............................... 8,230 0
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
KSB BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements were prepared in
accordance with instructions for Form 10-QSB and, therefore, do not include all
disclosures required by generally accepted accounting principles for complete
presentation of financial statements. In the opinion of management, the
consolidated financial statements contain all adjustments (consisting only of
normal recurring accruals) necessary to present fairly the consolidated balance
sheets of KSB Bancorp, Inc., (the "Company") and Kingfield Savings Bank (the
"Bank"), as of June 30,1999 and December 31, 1998, the consolidated statements
of income for the three and six months ended June 30,1999 and June 30, 1998, and
the consolidated statements of stockholders' equity, comprehensive income and
cash flows for the six months ended June 30,1999, and June 30, 1998. All
significant intercompany transactions and balances are eliminated in
consolidation. The income reported for 1999 period is not necessarily indicative
of the results that may be expected for the full year.
The allowance for loan losses is increased by charges to income and decreased by
charge-offs, net of recoveries. Management's periodic evaluation of the adequacy
of the allowance is based on the Bank's past loan loss experience, known and
inherent risks in the portfolio, adverse situations that may affect the
borrower's ability to repay, the estimated value of any underlying collateral,
and current economic conditions.
Investment Securities Available for Sale: Investment securities available for
sale consist of securities that the Bank anticipates could be made available for
sale in response to changes in market interest rates, liquidity needs, changes
in funding sources and other similar factors. These assets are specifically
identified and are carried at fair value. Amortization of premiums and accretion
of discounts are recognized in interest income using the interest method over
the period to maturity. Unrealized holding gains and losses for these assets,
net of related income taxes, are excluded from earnings and are reported as a
net amount in a separate component of stockholders' equity. When a decline in
market value is considered other than temporary, the loss is recognized in the
consolidated statement of income, resulting in the establishment of a new cost
basis for the security. Mortgage-backed securities are subject to risk of
repayment which can affect the yields realized on the securities by increasing
or decreasing the period over which premiums and discounts are recognized.
For other accounting policies, refer to the financial statements filed in the
form 10-KSB for the year-end December 31, 1998.
NOTE 2 - STOCKHOLDERS EQUITY/EARNINGS PER SHARE
At December 31, 1997, the Company adopted SFAS No. 128, "Earnings Per Share."
SFAS 128 specifies the computation and disclosure requirements for earnings per
share for entities with publicly held common stock or potential common stock.
The effect of SFAS No. 128 on the Company's financial statements is to
retroactively present diluted earnings per share, in addition to basic earnings
per share already presented.
<PAGE>
The basic earnings per share computation is based upon the weighted-average
number of shares of stock outstanding during the period. Only ESOP shares that
have been committed to be released are considered outstanding. Potential common
stock is considered in the calculation of weighted-average shares outstanding
for diluted earnings per share. The following table sets forth the computation
of basic and diluted earnings per share:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
June 30,
1999 1998
---------- ----------
<S> <C> <C>
Net Income as reported ....................... $ 943,590 853,005
========== ==========
Weighted-average shares outstanding .......... 1,238,563 1,221,954
Effect of dilutive potential, common
Shares' stock options ...................... 44,390 57,291
---------- ----------
Adjusted Weighted-average shares
outstanding ................................ 1,282,953 1,279,245
========== ==========
Basic earnings per share ..................... $ 0.76 $ 0.70
Diluted earnings per share ................... $ 0.74 $ 0.67
</TABLE>
NOTE 3 - ALLOWANCE FOR LOAN LOSSES
Activity in the allowance for loan losses was as follows for the six months
ended June 30, 1999:
Balance at January 1, 1999 $1,580,233
Provision for loan losses 300,000
Charged-off loans 115,493
Recoveries 38,287
----------
Balance at June 30,1999 $1,803,027
NOTE 4 - LOANS HELD FOR SALE
Mortgage loans originated and intended for sale in the secondary market are
carried at the lower of cost or estimated market value in the aggregate. Net
unrealized losses are recognized in a valuation allowance by charges to income.
NOTE 5 - EXCESS OF COST OVER FAIR VALUE OF ASSETS ACQUIRED (Goodwill)
The excess of cost over fair value of net assets acquired in branch acquisitions
is amortized to expense using the straight line method over ten years. In March,
1998 the Bank acquired the Madison, Maine branch of KeyBank of Maine. The
acquisition was accounted for under the purchase method of accounting for
business combinations. The following is a summary of the transaction:
<PAGE>
($ in 000's)
------------
Loans acquired .. $ 799
Fixed Assets .... 168
Goodwill ........ 1,089
Other Assets .... 8
Deposits Assumed (16,673)
Other Liabilities (23)
--------
Net cash received $ 14,632
========
NOTE 6 - COMMITMENTS AND CONTINGENCIES
The Bank is a party to financial instruments with off balance sheet risk in the
normal course of business to meet financing needs of its customers. The
financial instruments include commitments to make loans and unused lines of
credit. The Bank's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to make loans and unused
lines of credit is represented by the contractual amount of those instruments.
The Bank follows the same credit policy to make such commitments as it follows
for those loans recorded in the financial statements. At June 30,1999 and
December 31, 1998, the Bank had commitments to make loans totaling $6,494,000
and $2,067,000 and unused lines of credit totaling $20,418,000 and $18,111,000,
respectively. Commitments to make loans may expire without being used, therefore
the amount does not necessarily represent future cash commitments.
NOTE 7 - INTEREST RATE SWAPS
The Bank was a party to an interest rate swap agreement with the Federal Home
Loan Bank of Boston dated June 1996 which had a "notional amount" of $5,000,000.
The Bank was obligated to pay interest based on the three-month LIBOR rate
adjusting quarterly, and received a fixed-rate payment. This contract matured
June, 1999. The Bank received a fixed-rate of 6.63% and as of June 30,1999, paid
at the rate of 5.00%. Net interest income for the period ending June 30,1999 was
$34,737. The Bank has utilized interest rate swaps to partially protect its net
interest income stream against the effects of falling rates on prime-based
loans. The "notional" amount is a figure used to calculate settlement payments
and does not represent exposure to credit loss. The Bank has an interest rate
cap in the notional amount of $10,000,000 on which it receives the excess of the
three-month LIBOR rate, adjusted quarterly, over 6.50%. The cap matures July 24,
1999. The Bank paid a premium of $33,000 that is recognized into income on a
straight-line basis over the life of the contract. No interest income has been
received on the cap. The estimated market value of the agreement as of June
30,1999 is $ 0. The Bank uses interest rate floor and cap agreements to
partially protect its net interest income stream against the effect of falling
rates on prime-based loans
NOTE 8 - LOAN SERVICING
The unpaid principal balance of mortgage loans serviced for others, which are
not included on the balance sheet, was $72,156,621 and $75,951,000 at June
30,1999 and December 31, 1998, respectively. Mortgage servicing rights of
$45,571 and $53,542 are capitalized at December 31, 1998 and June 30,1999 and
are included in other assets. The amortized cost approximates fair value at both
dates.
<PAGE>
KSB BANCORP, INC.
MANAGEMENT'S DISCUSSION & ANALYSIS
OF FINANCIAL CONDITION & RESULTS OF OPERATIONS
I. General
-------
Certain statements contained herein are not based on historical facts and are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, such as statements relating to financial
condition and future prospects, loan loss reserve adequacy, year 2000 readiness,
simulation of changes in interest rates, prospective results of operations,
capital spending and financing sources, and revenue sources. Forward-looking
statements, which are based on various assumptions (some of which are beyond the
Company's control), may be identified by reference to a future period or
periods, or by the use of forward-looking terminology; such as "may", "will",
"believe", "expect", "estimate", "anticipate", "continue", or similar terms or
variations on those terms, or the negative of those terms. Such forward-looking
statements reflect the current view of management and are based on information
currently available to them, and upon current expectations, estimates, and
projections regarding the Company and its industry, management's belief with
respect thereto, and certain assumptions made by management. These
forward-looking statements are not guarantees of future performance and are
subject to risks, uncertainties, and other factors. Accordingly, actual results
could differ materially from those set forth in forward-looking statements due
to a variety of factors, including, but not limited to, those related to the
economic environment, particularly in the market areas in which the Company
operates, competitive products and pricing, fiscal and monetary policies of the
U.S. Government, changes in government regulations affecting financial
institutions, including regulatory fees and capital requirements, changes in
prevailing interest rates, acquisitions and the integration of acquired
businesses, credit risk management, asset/liability management, changes in
technology, changes in the securities markets, and the availability of and the
costs associated with sources of liquidity.
The Company's results of operations are dependent primarily on the Bank. The
Bank's primary source of earnings is its net interest income, which is the
difference between the interest income earned on its loans, mortgage-backed
securities and investment portfolio versus its cost of funds, which consists of
the interest paid on deposits and borrowings.
To a lesser extent but still significant is the effect of the Bank's secondary
mortgage market activities in which the Bank originates residential mortgage
loans for the secondary mortgage market and subsequently sells the loans while
retaining servicing rights and fees.
The Company's operating expenses consist principally of employee compensation
and benefits, occupancy and equipment expenses and other general and
administrative expenses. The Company's results of operations are significantly
affected by general economic and competitive conditions, particularly changes in
market interest rates, as well as government policies and actions of regulatory
authorities.
<PAGE>
II. Interest Rate Sensitivity
-------------------------
A number of measures are used to monitor and manage interest-rate risk,
including income simulation and interest sensitivity (gap) analyses. An
income-simulation model is the primary tool used to assess the direction and
magnitude of changes in net interest income resulting from changes in interest
rates. Key assumptions in the model include prepayment speeds on
mortgage-related assets; cash flows and maturities of derivative and other
financial instruments held for purposes other than trading; changes in market
conditions on loan and deposit pricing; deposit sensitivity; customer
preferences; and management's financial capital plans. These assumptions are
inherently uncertain and, as a result, the model cannot precisely estimate net
interest income or precisely predict the impact of higher or lower interest
rates on net interest income. Actual results will differ from simulated results
due to timing, magnitude, and frequency of interest rate changes and changes in
market conditions and management strategies, among other factors.
Based on the results of the simulation model as of June 30, 1999, the Company
would expect an increase in net interest income of $214,000, or 2.8% of net
interest income projected in a flat-rate environment, if interest rates
gradually decrease from current rates by 200 basis points over a 12-month period
At the same date, the Company would expect a decrease in net-interest income of
$440,000 or 5.8% if interest rates gradually increase from current rates by 200
basis points over a 12-month period. These results are both within Board-set
tolerance limits of 7.5%. The increase in liability sensitivity is due in part
to the decision to hold fixed rate loans in order to enhance net interest income
overall. Management plans to take steps such as locking in fixed rate funding or
utilization of interest rate caps to mitigate the effect of the decrease in net
interest income in a rising rate environment.
III. Financial Condition
-------------------
Total assets increased $8.0 million or 4.7% to $179.3 million at June 30,1999.
This was primarily attributable to an increase of $12.7 million in the portfolio
of residential loans, including Loans to be Sold. During the six-month period
ending June 30,1999 the Bank received $4.3 million in principal payments on
mortgage-backed securities.
Total deposits and other borrowed funds (which consists of customer repurchase
agreements, or "sweep" accounts) remained static for the first half of the year,
with a change in the deposit mix from lower cost deposits to, primarily,
one-year Certificates of Deposit.
Advances from FHLB and the Federal Reserve Bank of Boston (FRB) at June 30,1999
totaling $29.7 million includes $20.0 million of fixed-rate borrowings, $6.0
million in adjustable-rate term borrowings (averaging 11 Basis Points below
LIBOR) and $3.7 million of variable-rate daily borrowings from the Federal
Reserve Bank of Boston (FRB). The fixed-rate borrowings mature $8.5 million
within the next six months and $11.5 million in 2000 and beyond.
Investment securities To Be Held to Maturity and Available for Sale consist
primarily of Mortgage-backed securities which are predominantly of the type
issued by U.S. Government agencies. Of these, $1.7 million are variable-rate
securities adjusting annually. The remainder are fixed-rate in nature.
<PAGE>
Non-performing loans at June 30,1999 declined by $487,000 to $1,882,000 or 1.3%
of total net loans, compared to $2,369,000, or 1.8% of total loans at December
31, 1998. (Net loans at December 31, 1998 includes $8.2 million of Loans to be
Sold placed into the Bank's residential portfolio in 1999). The current balance
is primarily represented by loans well-secured by real estate. Also included in
non-performing loans are loans which are less than ninety days past due, but
whose interest is recognized on a cash basis only. These loans are restructured
loans or were non-accrual loans in the recent past and have not yet demonstrated
the ability to stay current. Amounts of such loans are $1,121,000 and $430,000
at December 31, 1998 and June 30,1999, respectively. Other Real estate owned
decreased due to sales of properties acquired through foreclosure.
IV. Comparison of Operating Results
-------------------------------
The Company reported net income of $487,000 for the three-month period ended
June 30,1999, which represents a $53,000 increase, or 12.2%, from the $434,000
net income reported for the comparable three-month period in 1998. Net interest
income after provision for loan losses increased by $141,000 or 8.5%. The
increase is attributable to a 13.8%, or $20.3 million increase in average
earning assets for the 1999 period compared to 1998. Loan volume was the primary
component of the increase in earning assets. The interest margin for the second
quarter of 1999 decreased from that of the second quarter of 1998 by
approximately 17 basis points.
Non-interest income decreased by $33,000 or 9.3% for the second quarter of 1999
when compared to the second quarter of 1998. Service charges and other fees
increased slightly over the previous year's quarter. Net fees and Gains on Loans
Sold declined because of management's decision to place saleable loans into
portfolio rather than sell. No residential loans were sold in the first half of
1999 and no gains or losses were recognized. The sale of one commercial loan
participation for $1.0 million resulted in a gain of $4,500. These decisions are
part of the current Asset/Liability strategy to guard against declines in
interest income due to falling rates. The loans are in the process of being
funded with 1-3 year liabilities.
Non-interest expense increased by $45,000 or 3.4% from the second quarter of
1998 to the period ending June 30,1999. Salary expense increased by $52,000
(which includes a $25,000 decline in the ESOP expense component due to the drop
in market value of the Company's stock). The increase is due to planned staffing
increases and salary increases. Increases in staffing starting in May, 1999 are
adding approximately $10,000 per month to the beginning-of-year salary expense.
These additions will facilitate future growth.
The Company reported net income of $944,000 for the six-month period ended June
30, 1999, which represents a $91,000 increase, or 10.7%, from the $853,000 net
income reported for the comparable six-month period in 1998. Net interest income
after provision for loan losses increased by $273,000 or 8.4%. Non-interest
income decreased $35,000, or 5.2%, and operating expenses for the same
comparable periods increased by $131,000, or 5.0%.
The increase in net interest income is attributable to a 13.5% increase in
average earning assets for the 1999 period compared to 1998. The interest margin
for the first half of 1999 decreased from that of the first half of 1998 by
approximately 17 basis points. Loan volume was the primary component of the
increase in earning assets. The addition of the Madison deposit base in March,
1998 was a positive influence on the net interest margin.
<PAGE>
Non-interest income decreased for the first half of 1999 when compared to the
first half of 1998. Service charges and other fees increased by $17,000 or 4%
over the previous year's period due primarily to the acquisition of the Madison
branch in March, 1998 as well as increases in the collections of fees on loan
accounts and loan applications. There were virtually no sales of residential
mortgages for the 1999 period (a $1.0 million commercial participation was sold,
resulting in a $4,500 gain). Management placed into portfolio most of its
saleable loans in order to enhance growth in future interest income and provide
some protection from falling interest rates. Thus, the decrease in Net Gains on
Loans Sold.
Non-interest expense increased by $131,000 or 5.0% from the first half of 1998
to the period ending June 30, 1999. Salary expense increased by $111,000 (which
includes a $50,000 decline in the ESOP expense component due to the drop in
market value of the Company's stock). Of the increase, $28,000 is attributable
to the operation of the Madison branch. The remainder is due to planned staffing
increases and salary increases. Increases in staffing starting in May, 1999 are
adding approximately $10,000 per month to salary expense. These additions will
facilitate future growth.
V. Liquidity and Capital Resources
-------------------------------
A primary function of asset/liability management includes assuring adequate
liquidity that reflects the ability of the Bank to meet the cash flow
requirements of its customers without significant loss to the Bank.
Liquidity comes from five sources in the balance sheet --- the Bank's investment
portfolio, deposits, borrowings, loan repayments and profits.
Liquidity is needed to fund increased loan demand and to cover the seasonal
outflows of deposits. The Bank's investment portfolio, that consists primarily
of mortgage-backed securities, provides liquidity through repayment of principal
and interest and through its availability as collateral for borrowings and
public sector deposit accounts.
The Bank's primary approach to measuring liquidity is utilizing a Basic
Surplus/Deficit model. It is used to calculate liquidity over 30-day horizon, by
examining the relationship between liquid assets and short-term liabilities,
which are vulnerable to non-replacement within a 30-day period. The Bank's
minimum policy level of liquidity under this model is 5% of total assets. At
June 30,1999, the 30-day ratio was 1.6%, ( 14.6% including borrowable funds
available from the Federal Home Loan Bank of Boston). The change from previous
periods results from placing saleable loans into portfolio, thereby removing
them from basic liquid assets. Management will be taking steps to securitize
approximately $16,000,000 of FHLMC-conforming 1-4 family residential mortgages,
the availability of which would increase the Bank's basic liquidity to
approximately 10%.
Stockholder's equity at June 30,1999 was $ 14.2 million, an increase of $488,000
or 3.6% over total equity at December 31, 1998. The increase resulted from net
income of $944,000 for the period, $112,000 in adjustments related to the
Employee Stock Ownership Plan (ESOP) and the Bank Recognition Retention Plan
(RRP), less $90,000 net dividends paid to stockholders. The net unrealized loss
on securities available for sale decreased by $310,000 for the six months (net
of deferred tax liability of $160,000). The Company issued 257 new shares
<PAGE>
pursuant to an agreement with the Board of Directors to pay a portion of their
fees in stock. This resulted in an addition to paid-in capital of $4,000. In
May, 1999 the Company bought 12,500 shares on the open market at $13.75 per
share and placed the shares into Treasury at $172,000. The Company issued 5,000
new shares to an officer exercising options. The Company accepted 1,212 shares
at market value in payment of the exercise and subsequently retired the shares.
At both June 30,1999 and December 31, 1998, the Company's ratio of core capital
to total assets equaled 7.3%. The Bank's ratio of core capital to total assets
equaled 7.3% at June 30, 1999 and 7.1% at December 31, 1998.
The ratio of the Company's risk-based capital to risk-weighted assets at June
30,1999 was 12.00% compared to 11.98% at December 31, 1998. The Bank's capital
ratios are derived from data presented in the Bank's FDIC call reports.
The ratio of the Bank's risk-based capital to risk-weighted assets at June
30,1999 was 11.92% compared to 11.70% at December 31, 1998. The Bank's capital
ratios are derived from data presented in the Company's FRB call reports.
YEAR 2000 READINESS
The Year 2000 (`Y2K') issue is the result of computer programs using a two-digit
format, as opposed to four digits, to indicate the year. Such computer systems
may be unable to properly interpret dates beyond the year 1999, which could
cause a system failure or other computer errors, leading to disruptions in
operations. In 1997, Kingfield Bank developed a five-phase methodology for Y2K
systems compliance.
Phase I, or Awareness, consisted of defining the Y2K issue at Kingfield Bank;
informing the Board of Directors, Management and key customers of the issue; and
developing a strategy of addressing the issue in all areas of the company. This
phase has been completed.
Phase II, or Assessment, consists of identifying all software, hardware and
customer/vendor interdependencies affected by the Y2K issue. This phase is
essentially complete but management realizes that additional issues might arise
that may require additional assessment.
Phase III, or Renovation, includes various upgrades to hardware and software to
ensure Y2K compliance. This phase was completed in April, 1999. In September
1998, the Bank installed new mainframe hardware. The Y2K issue was not the
primary reason for the addition. The new hardware is Y2K compliant and
facilitates software testing (the software is also certified compliant, but will
be tested as part of Phase IV Validation). The overriding motivation for
purchase of the hardware was to provide better, faster customer service by
speeding up processing and backup time for the Bank's application processes. The
hardware and software are certified by the vendors as Y2K compliant. The
purchased hardware and associated software are being capitalized in accordance
with normal policy. The costs associated with new software or upgraded hardware
would have been incurred in the normal course of operations regardless of the
year 2000 issue.
Phase IV, or Validation, consists of testing all hardware and software in use by
the company as well as testing the interfaces between company and external
systems. Systems in use by critical suppliers of services will be monitored for
testing progress by management. The Company completed the Validation phase in
March, 1999. The Bank uses a nationally recognized third party service provider
who provides software to over 3,500 financial institutions to provide
application software to process its most mission-critical data processing
related to its loans, deposits, general ledger
<PAGE>
and other financial applications. The service provider has informed the Bank
that its software is Y2K compliant (and has been since 1988). Testing of the
third party provider's programs has commenced and was completed by April 30,
1999.
Phase V, or Implementation, has been completed as of June 30, 1999 and has
resulted in the certification of all hardware and software as Y2K compliant.
Contingency plans have been developed for all mission critical systems and will
be executed if any systems fail to meet certification criteria. The Company is
in the process of assessing these plans in light of the possible impact of Year
2000 failures and will modify plans as more becomes known about evolving
scenarios. The Company's reasonably most likely worst-case Y2K scenarios may
include the failure of a vendor or third party provider, which is beyond the
Company's control. In the event a failure occurs, the Company expects to be able
to implement contingency systems. The Bank has in place stand-by liquidity
available to it in the event unusual levels of deposit outflows occur as a
result of customers' fear of system failures.
Management believes the Company is adequately addressing the Year 2000 issue and
that the current preparations and testing being conducted all seek to minimize
any potential adverse effect on the Bank or its customers. The commercial and
residential loan portfolios, as well as the significant depositor list, are
currently being analyzed by our Year 2000 team for material exposure to the Y2K
issue. No material exposure is expected due to the diverse nature of our loan
and deposit portfolios. It is estimated that the Company's cost of remediation
during 1998 was under $5,000 direct expenses and fewer than 1,500 total hours
spent by management and staff. 1999 expenses are expected to be under $20,000,
including $10,000 for computer software, $5,000 for customer awareness efforts
and $5,000 miscellaneous.
The Company's regulatory agency, the Federal Deposit Insurance Corporation
(`FDIC'), has been monitoring, and plans to continue monitoring, the Company's
progress in addressing the Y2K issue. The FDIC has provided substantial guidance
to the Bank concerning the Y2K issue.
Other Matters
- -------------
On July 27, 1999, the Company entered into an Agreement and Plan of Merger (the
"Merger") with Camden National Corporation, a Maine corporation ("Camden") and
Camden Acquisition Subsidiary, Inc. ("CASI"), a Delaware corporation and
wholly-owned subsidiary of the Camden. The Merger Agreement provides for a
series of related transactions pursuant to which the Company will be merged with
and into the Camden, with the Camden being the surviving corporation. The
Company's subsidiary bank, Kingfield Savings Bank (the "bank") will be merged
with United Bank,a subsidiary bank of Camden, with the Bank as the surviving
company. The Boards of Directors of the Company and Camden approved the Merger
Agreement, and all of the transactions contemplated thereby, at their respective
meetings held on July 27, 1999. The consummation of the Merger is subject to
certain customary conditions, including, without limitation, the approval of the
stockholders of each of the Company and Camden and certain regulatory approvals.
<PAGE>
Under the Merger Agreement, at the Effective Time (as such term is defined in
the Merger Agreement), each outstanding share of common stock, par value $0.01
per share, of the Company (the "Company Common Stock") will be converted into
the right to receive 1.136 shares of Camden's common stock, no par value (the
"Camden Common Stock"). Each holder of Company Common Stock who would otherwise
be entitled to receive a fractional share of Camden Common Stock will receive
cash in lieu thereof.
For additional information, please see the Company's Current Report on Form 8-K
as filed with the Securities and Exchange Commission on August 11, 1999.
<PAGE>
PART II. OTHER INFORMATION
Item 1 Legal Proceedings
None
Item 2 Changes in Securities
None
Item 3 Defaults upon Senior Securities
None
Item 4 Submission of Matters to a vote of Security
Holders
None
Item 5 Other Information
None
Item 6 Exhibits and Reports on Form 8-K
a) None
b) None
<PAGE>
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.
KSB BANCORP, INC.
Dated: August 12, 1999 /s/ John E. Thien
-----------------
John E. Thien
Chief Financial Officer
and duly Authorized Officer
of the Registrant
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