UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period ended
March 31, 2009
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _________ to _________
Commission File Number: 2-88927
FIRST KEYSTONE CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2249083
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
111 WEST FRONT STREET, BERWICK, PA 18603
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (570) 752-3671
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See
definition of "accelerated filer and large accelerated filer" in
Rule 12b-2 of the Exchange Act). (Check one):
Large accelerated filer [ ]
Accelerated Filer [X]
Non-accelerated filer [ ]
Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date:
Common Stock, $2 Par Value, 5,440,126 shares as of May 6, 2009.
PART I. - FINANCIAL INFORMATION
PART I. - FINANCIAL INFORMATION
Item. 1 Financial Statements
FIRST KEYSTONE CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
March December
2009 2008
(Unaudited)
ASSETS
Cash and due from banks $ 11,387 $ 9,945
Interest-bearing deposits in
other banks 3,532 6
Investment securities available-
for-sale carried at estimated
fair value 232,187 240,175
Investment securities, held-to-
maturity securities,
estimated fair value of $2,910
and $4,553 2,986 2,990
Loans, net of unearned income 403,243 407,286
Loans held for sale 7,892 1,081
Allowance for loan losses (5,202) (5,195)
________ ________
Net loans $405,933 $403,172
Premises and equipment - Net 9,726 9,169
Accrued interest receivable 3,834 4,228
Cash surrender value of bank
owned life insurance 17,341 17,157
Goodwill 19,133 19,133
Other assets 10,581 8,923
________ ________
TOTAL ASSETS $716,640 $714,898
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits
Non-interest bearing $ 60,145 $ 58,178
Interest bearing 482,149 446,455
________ ________
TOTAL DEPOSITS $542,294 $504,633
Short-term borrowings 15,809 55,332
Long-term borrowings 82,041 82,062
Accrued interest and other expenses 3,428 3,488
Other liabilities 5,531 236
________ ________
TOTAL LIABILITIES $649,103 $645,751
======== ========
STOCKHOLDERS' EQUITY
Common stock, par value
$2 per share $ 11,375 $ 11,375
Surplus 30,269 30,269
Retained earnings 39,265 38,414
Accumulated other comprehensive
income (loss) (7,132) (4,671)
Less treasury stock at cost 247,641
shares in 2009 and 247,641
shares in 2008 (6,240) (6,240)
_______ _______
TOTAL STOCKHOLDERS' EQUITY $ 67,537 $ 69,147
________ ________
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $716,640 $714,898
======== ========
See Accompanying Notes to Consolidated Financial Statements
1
FIRST KEYSTONE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED March 31, 2009 AND 2008
(Unaudited)
(Amounts in thousands except per share data)
2009 2008
INTEREST INCOME
Interest and fees on loans $6,185 $6,370
Interest and dividend income
on securities 3,178 2,952
Deposits in banks 0 15
Interest on federal funds sold 0 14
______ ______
TOTAL INTEREST INCOME $9,363 $9,351
====== ======
INTEREST EXPENSE
Deposits $2,940 $3,789
Short-term borrowings 122 216
Long-term borrowings 973 848
______ ______
TOTAL INTEREST EXPENSE $4,035 $4,853
______ ______
Net interest income $5,328 $4,498
Provision for loan losses 275 50
______ ______
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES $5,053 $4,448
______ ______
NON-INTEREST INCOME
Trust department $ 123 $ 152
Service charges and fees 545 578
Bank owned life insurance income 184 169
Gain on sale of loans 0 42
Investment securities gains
(losses) - net 126 104
Other 58 60
______ ______
TOTAL NON-INTEREST INCOME $1,036 $1,105
______ ______
NON-INTEREST EXPENSE
Salaries and employee benefits $1,892 $1,876
Occupancy, net 285 265
Furniture and equipment 222 212
Professional services 85 111
State shares tax 172 170
Other 860 816
______ ______
TOTAL NON-INTEREST EXPENSES $3,516 $3,450
______ ______
Income before income taxes $2,573 $2,103
Income tax expense 471 381
______ ______
Net Income $2,102 $1,722
====== ======
PER SHARE DATA
Net Income Per Share:
Basic $ .39 $ .32
Diluted .39 .32
Cash dividends per share .23 .22
See Accompanying Notes to Consolidated Financial Statements
2
FIRST KEYSTONE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED March 31, 2009 AND 2008
(Unaudited)
(Amounts in thousands)
2009 2008
OPERATING ACTIVITIES
Net income $ 2,102 $ 1,722
Adjustments to reconcile net
income to net cash provided
by operating activities:
Provision for loan losses 275 50
Provision for depreciation
and amortization 229 585
Stock option expense 0 9
Premium amortization on
investment securities 52 29
Discount accretion on investment
securities (232) (152)
Gain on sale of mortgage loans 0 (42)
Proceeds from sale of mortgage
loans 30 1,567
Originations of mortgage loans
for resale (4,521) (2,272)
Gain on sales of investment
securities (126) (72)
Deferred income tax (benefit) (15) (30)
(Increase) decrease in interest
receivable and other assets 55 (607)
Increase in cash surrender bank
owned life insurance (184) (169)
Decrease in interest payable,
accrued expenses and
other liabilities (125) (26)
_______ _______
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES $(2,460) $ 592
_______ _______
INVESTING ACTIVITIES
Purchases of investment
securities available-for-sale (19,444) (22,911)
Proceeds from sales of investment
securities available-for-sale 23,669 23,497
Proceeds from maturities and
redemptions of investment
securities available for sale 5,658 20,555
Proceeds from maturities and
redemption of investment
securities held-to-maturity 4 0
Net increase (decrease) in loans 1,344 (7,116)
Proceeds from sale of other real
estate owned 27 0
Purchase of premises and equipment (710) (523)
_______ _______
NET CASH PROVIDED BY (USED IN)
BY INVESTING ACTIVITIES $10,548 $13,502
FINANCING ACTIVITIES
Net increase in deposits $37,666 $23,594
Net decrease in short-term
borrowings (39,523) (33,150)
Proceeds from long-term borrowings 0 10,000
Repayment of long-term borrowings (12) (3,008)
Cash dividends (1,251) (1,197)
_______ _______
NET CASH (USED IN) FINANCING
ACTIVITIES $(3,120) $(3,761)
_______ _______
INCREASE IN CASH AND CASH
EQUIVALENTS $ 4,968 $10,333
CASH AND CASH EQUIVALENTS,
BEGINNING 9,951 9,975
_______ _______
CASH AND CASH EQUIVALENTS, ENDING $14,919 $20,308
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION
Cash paid during period for
Interest $ 4,164 $ 4,916
Income Taxes 0 83
See Accompanying Notes to Consolidated Financial Statements
3
FIRST KEYSTONE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2009
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies of First Keystone Corporation and
Subsidiary (the "Corporation") are in accordance with accounting
principles generally accepted in the United States of America and
conform to common practices within the banking industry. The more
significant policies follow:
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of
First Keystone Corporation and its wholly owned Subsidiary, First
Keystone National Bank (the "Bank"). All significant inter company
balances and transactions have been eliminated in consolidation.
NATURE OF OPERATIONS
The Corporation, headquartered in Berwick, Pennsylvania,
provides a full range of banking, trust and related services through
its wholly owned Bank subsidiary and is subject to competition from
other financial institutions in connection with these services. The
Bank serves a customer base which includes individuals, businesses,
public and institutional customers primarily located in the
Northeast Region of Pennsylvania. The Bank has 14 full service
offices and 16 ATMs located in Columbia, Luzerne, Montour and Monroe
Counties. The Corporation and its subsidiary must also adhere to
certain federal banking laws and regulations and are subject to
periodic examinations made by various federal agencies.
SEGMENT REPORTING
The Corporation's banking subsidiary acts as an independent
community financial services provider, and offers traditional
banking and related financial services to individual, business and
government customers. Through its branch and automated teller
machine network, the Bank offers a full array of commercial and
retail financial services, including the taking of time, savings and
demand deposits; the making of commercial, consumer and mortgage
loans; and the providing of other financial services. The Bank also
performs personal, corporate, pension and fiduciary services through
its Trust Department.
Management does not separately allocate expenses, including the
cost of funding loan demand, between the commercial, retail, trust
and mortgage banking operations of the Corporation. Currently,
management measures the performance and allocates the resources of
First Keystone Corporation as a single segment.
USE OF ESTIMATES
The preparation of these consolidated financial statements in
conformity with accounting principles generally accepted in the
United States of America, requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of these consolidated financial statements and the reported
amounts of income and expenses during the reporting periods. Actual
results could differ from those estimates.
INVESTMENT SECURITIES
The Corporation classifies its investment securities as either
"Held to Maturity" or "Available for Sale" at the time of purchase.
Debt securities are classified as Held to Maturity when the
Corporation has the ability and positive intent to hold the
securities to maturity. Investment securities Held to Maturity are
carried at cost adjusted for amortization of premium and accretion
of discount to maturity.
Debt securities not classified as Held to Maturity and equity
securities are included in the Available for Sale category and are
carried at fair value. The amount of any unrealized gain or loss,
net of the effect of deferred income taxes, is reported as other
comprehensive income (loss) in the Consolidated Statement of Changes
in Stockholders' Equity.
4
Management's decision to sell Available for Sale securities is based
on changes in economic conditions controlling the sources and
applications of funds, terms, availability of and yield of
alternative investments, interest rate risk and the need for
liquidity.
The cost of debt securities classified as Held to Maturity or
Available for Sale is adjusted for amortization of premiums and
accretion of discounts to expected maturity. Such amortization and
accretion, as well as interest and dividends is included in interest
income from investments. Realized gains and losses are included in
net investment securities gains and losses.
The cost of investment securities sold, redeemed or matured is
based on the specific identification method.
LOANS
Loans are stated at their outstanding unpaid principal
balances, net of deferred fees or costs, unearned income and the
allowance for loan losses. Interest on installment loans is
recognized as income over the term of each loan, generally, by the
actuarial method. Interest on all other loans is primarily
recognized based upon the principal amount outstanding on an actual
day basis. Loan origination fees and certain direct loan origination
costs have been deferred with the net amount amortized using the
interest method over the contractual life of the related loans as an
interest yield adjustment.
Mortgage loans held for resale are carried at the lower of cost
or market on an aggregate basis. These loans are sold without
recourse to the Corporation.
PAST-DUE LOANS - Generally, a loan is considered to be past due when
scheduled loan payments are in arrears 15 days or more. Delinquent
notices are generated automatically when a loan is 15 days past due,
depending on the type of loan. Collection efforts continue on loans
past due beyond 60 days that have not been satisfied, when it is
believed that some chance exists for improvement in the status of
the loan. Past due loans are continually evaluated with the
determination for charge off being made when no reasonable chance
remains that the status of the loan can be improved.
NON-ACCRUAL LOANS - Generally, a loan is classified as non accrual
and the accrual of interest on such a loan is discontinued when the
contractual payment of principal or interest has become 90 days past
due or management has serious doubts about further collectibility of
principal or interest, even though the loan currently is performing.
A loan may remain on accrual status if it is in the process of
collection and is either guaranteed or well secured. When a loan is
placed on non-accrual status, unpaid interest credited to income in
the current year is reversed and unpaid interest accrued in prior
years is charged against the allowance for loan losses. Certain non
accrual loans may continue to perform, that is, payments are still
being received. Generally, the payments are applied to principal.
These loans remain under constant scrutiny and if performance
continues, interest income may be recorded on a cash basis based on
management's judgement as to collectibility of principal.
ALLOWANCE FOR LOAN LOSSES - The allowance for loan losses is
established through provisions for loan losses charged against
income. Loans deemed to be uncollectible are charged against the
allowance for loan losses and subsequent recoveries, if any, are
credited to the allowance.
A principal factor in estimating the allowance for loan losses
is the measurement of impaired loans. A loan is considered impaired
when, based on current information and events, it is probable that
the Corporation will be unable to collect all amounts due according
to the contractual terms of the loan agreement. Under current
accounting standards, the allowance for loan losses related to
impaired loans is based on discounted cash flows using the effective
interest rate of the loan or the fair value of the collateral for
certain collateral dependent loans.
The allowance for loan losses is maintained at a level
estimated by management to be adequate to absorb potential loan
losses. Management's periodic evaluation of the adequacy of the
allowance for loan losses is based on the Corporation's past loan
loss experience, known and inherent risks in the portfolio, adverse
situations that may affect the borrower's ability to repay
(including the timing of future payments), the estimated value of
any underlying collateral, composition of the loan portfolio,
current economic conditions, and other relevant factors. This
evaluation is inherently subjective as it requires material
estimates including the amounts and timing of future cash flows
expected to be received on impaired loans that may be susceptible to
significant change.
5
PREMISES AND EQUIPMENT
Premises, improvements and equipment are stated at cost less
accumulated depreciation computed principally on the straight line
method over the estimated useful lives of the assets. Long lived
assets are reviewed for impairment whenever events or changes in
business circumstances indicate that the carrying value may not be
recovered. Maintenance and minor repairs are charged to operations
as incurred. The cost and accumulated depreciation of the premises
and equipment retired or sold are eliminated from the property
accounts at the time of retirement or sale, and the resulting gain
or loss is reflected in current operations.
MORTGAGE SERVICING RIGHTS
The Corporation originates and sells real estate loans to
investors in the secondary mortgage market. After the sale, the
Corporation may retain the right to service these loans. When
originated mortgage loans are sold and servicing is retained, a
servicing asset is capitalized based on relative fair value at the
date of sale. Servicing assets are amortized as an offset to other
fees in proportion to, and over the period of, estimated net
servicing income. The unamortized cost is included in other assets
in the accompanying consolidated balance sheet. The servicing rights
are periodically evaluated for impairment based on their relative
fair value.
FORECLOSED REAL ESTATE
Real estate properties acquired through, or in lieu of, loan
foreclosure are held for sale and are initially recorded at fair
value on the date of foreclosure establishing a new cost basis.
After foreclosure, valuations are periodically performed by
management and the real estate is carried at the lower of carrying
amount or fair value less cost to sell and is included in other
assets. Revenues derived from and costs to maintain the assets and
subsequent gains and losses on sales are included in other non
interest income and expense. The total of foreclosed real estate
properties included in other assets amounted to $133,000 and $28,000
at March 31, 2009 and December 31, 2008, respectively.
BANK OWNED LIFE INSURANCE
The Corporation invests in Bank Owned Life Insurance (BOLI)
with split dollar life provisions. Purchase of BOLI provides life
insurance coverage on certain employees with the Corporation being
owner and beneficiary of the policies.
INVESTMENTS IN REAL ESTATE VENTURES
The Bank is a limited partner in real estate ventures that own
and operate affordable residential low income housing apartment
buildings for elderly residents. The investments are accounted for
under the effective yield method under the Emerging Issues Task
Force (EITF) 94-1, "Accounting for Tax Benefits Resulting from
Investments in Affordable Housing Projects". Under the effective
yield method, the Bank recognizes tax credits as they are allocated
and amortizes the initial cost of the investment to provide a
constant effective yield over the period that the tax credits are
allocated to the Bank. Under this method, the tax credits
allocated, net of any amortization of the investment in the limited
partnerships, are recognized in the consolidated statements of
income as a component of income tax expense. The amount of tax
credits allocated to the Bank were $187,000 in 2008, $151,000 in
2007 and $128,000 in 2006, and the amortization of the investments
in the limited partnerships were $39,000, $37,000 and $26,000 for
the three months ended March 31, 2009, 2008 and 2007, respectively.
The carrying value of the investments as of March 31, 2009 and
December 31, 2008 was $806,000 and $844,000, respectively, and is
included in other assets in the accompanying consolidated balance
sheets.
INCOME TAXES
The provision for income taxes is based on the results of
operations, adjusted primarily for tax exempt income. Certain items
of income and expense are reported in different periods for
financial reporting and tax return purposes. Deferred tax assets and
liabilities are determined based on the differences between the
consolidated financial statement and income tax bases of assets and
liabilities measured by using the enacted tax rates and laws
expected to be in effect when the timing differences are expected to
reverse. Deferred tax expense or benefit is based on the difference
between deferred tax asset or liability from period to period.
6
GOODWILL, OTHER INTANGIBLE ASSETS, AND PREMIUM DISCOUNT
Goodwill resulted from the acquisition of the Pocono Community
Bank in November 2007 (See Note 2) and of certain fixed and
operating assets acquired and deposit liabilities assumed of the
branch of another financial institution in Danville, Pennsylvania,
in January 2004. Such goodwill represents the excess cost of the
acquired assets relative to the assets fair value at the dates of
acquisition. The Corporation accounts for goodwill pursuant to the
Statement of Financial Accounting Standards (SFAS) No. 142,
"Goodwill and Intangible Assets". During the first quarter of 2008,
$152,000 of liabilities were recorded related to the Pocono
acquisition as a purchase accounting adjustment resulting in an
increase in the excess purchase price. The amount was comprised of
the finalization of severance agreements and contract terminations
related to the acquisition. SFAS No. 142 includes requirements to
test goodwill for impairments rather than to amortize goodwill. The
Corporation has tested the goodwill included in its consolidated
balance sheet at December 31, 2008, and has determined there was no
impairment as of that date.
Intangible assets are comprised of core deposit intangibles and
premium discount (negative premium) on certificates of deposit
acquired. The core deposit intangible is being amortized over the
average life of the deposits acquired as determined by an
independent third party. Premium discount (negative premium) on
acquired certificates of deposit resulted from the valuation of
certificate of deposit accounts by an independent third party. The
book value of certificates of deposit acquired was greater than
their fair value at the date of acquisition which resulted in a
negative premium due to higher cost of the certificates of deposit
compared to the cost of similar term financing.
STOCK BASED COMPENSATION
The Corporation sponsors a stock option plan (see Note 21).
Prior to January 1, 2006 the Corporation had accounted for this Plan
under the fair value recognition and measurement provisions of
Statement of Financial Accounting Standards (SFAS) 123, "Accounting
for Stock Based Compensation". Effective January 1, 2006 the
Corporation adopted SFAS 123 (revised 2004), "Share Based Payment",
using the modified prospective application method. Based on the
terms of the Plan, the Corporation did not have a cumulative effect
related to the Plan. Since the fair value recognition provisions of
SFAS 123 and SFAS 123R are essentially the same as they relate to
the Corporation's Plan, the adoption of SFAS 123R did not and will
not have a material impact on the Corporation's consolidated
financial condition, results of operations or liquidity. The fair
values of the stock awards are determined using the estimated
expected life. The Corporation recognizes stock based compensation
expense on the straight line basis over the period the stock award
is earned by the employee.
PER SHARE DATA
Statement of Financial Accounting Standards (SFAS) No. 128,
"Earnings Per Share", requires dual presentation of basic and fully
diluted earnings per share. Basic earnings per share is calculated
by dividing net income by the weighted average number of shares of
common stock outstanding at the end of each period. Diluted earnings
per share is calculated by increasing the denominator for the
assumed conversion of all potentially dilutive securities. The
Corporation's dilutive securities are limited to stock options. The
most recent options issued were in December 2007.
CASH FLOW INFORMATION
For purposes of reporting consolidated cash flows, cash and
cash equivalents include cash on hand and due from other banks and
interest bearing deposits in other banks. The Corporation considers
cash classified as interest bearing deposits with other banks as a
cash equivalent since they are represented by cash accounts
essentially on a demand basis.
TRUST ASSETS AND INCOME
Property held by the Corporation in a fiduciary or agency
capacity for its customers is not included in the accompanying
consolidated financial statements since such items are not assets of
the Corporation. Trust Department income is generally recognized on
a cash basis and is not materially different than if it were
reported on an accrual basis.
7
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2008, the FASB issued FASB Staff Position No. SFAS
140-4 and FIN 46(R)-8 (FSP 140-4), "Disclosures by Public Entities
(Enterprises) about Transfers of Financial Assets and Interests in
Variable Interest Entities". FSP 140-4 amends FASB Statement No.
140 to require public entities to provide additional disclosures
about transfers of financial assets. It also amends FASB
Interpretation No. 46 to require public enterprises, including
sponsors that have a variable interest in a variable interest
entity, to provide additional disclosures about their involvement
with variable interest entities.
Additionally, this FSP requires certain disclosures to be
provided by a public enterprise that is (a) a sponsor of a
qualifying special purpose entity ("QSPE") that holds a variable
interest in the QSPE but was not the transferor (non transferor) of
financial assets to the QSPE; and (b) a servicer of a QSPE that
holds a significant interest in the QSPE but was not the transferor
(non transferor) of financial assets to the QSPE. The Corporation
does not have involvement with any variable interest entities.
In January 2009, the FASB ratified EITF 99-20-1, "Amendments to
the Impairment Guidance of EITF Issue 99-20". EITF 99-20-1 amends
the impairment guidance in EITF 99-20 to achieve more consistent
determination of whether an other than temporary impairment has
occurred. EITF 99-20-1 was effective December 31, 2008. The change
in the impairment guidance with the issuance of FSP EITF 99-20-1 did
not result in any material impact on the Corporation's consolidated
financial condition, results if operation or liquidity.
In December 2007, the Financial Accounting Standards Board
(FASB) issued State of Financial Accounting Standards SFAS 141(R),
"Business Combinations". SFAS 141(R) will significantly change how
entities apply the acquisition method to business combinations. The
most significant changes affecting how the Corporation will account
for business combinations under this Statement include: the
acquisition date will be the date the acquirer obtains control; all
(and only) identifiable assets acquired, liabilities assumed, and
noncontrolling interests in the acquiree will be stated at fair
value on the acquisition date; assets or liabilities arising from
noncontractual contingencies will be measured at their acquisition
date fair value only if it is more likely than not that they meet
the definition of an asset or liability on the acquisition date;
adjustments subsequently made to the provisional amounts recorded on
the acquisition date will be made retroactively during a measurement
period not to exceed one year; acquisition-related restructuring
costs that do not meet the criteria in SFAS 146, "Accounting for
Costs Associated with Exit or Disposal Activities", will be expensed
as incurred; transaction costs will be expensed as incurred;
reversals of deferred income tax valuation allowances and income tax
contingencies will be recognized in earnings subsequent to the
measurement period; and the allowance for loan losses of an acquiree
will not be permitted to be recognized by the acquirer.
Additionally, SFAS 141(R) will require new and modified disclosures
surrounding subsequent changes to acquisition related contingencies,
contingent consideration, noncontrolling interests, acquisition
related transaction costs, fair values and cash flows not expected
to be collected for acquired loans, and an enhanced goodwill
rollforward.
The Corporation will be required to prospectively apply SFAS
141(R) to all business combinations completed on or after January 1,
2009. Early adoption is not permitted. For business combinations in
which the acquisition date was before the effective date, the
provisions of SFAS 141(R) will apply to the subsequent accounting
for deferred income tax valuation allowances and income tax
contingencies and will require any changes in those amounts to be
recorded in earnings. The Corporation will adopt SFAS 141(R) for any
business combinations occurring at or subsequent to January 1, 2009.
In December 2007, the FASB issued Statement of Financial
Accounting Standards SFAS 160, "Noncontrolling Interests in
Consolidated Financial Statements, an Amendment of ARB 51". SFAS 160
establishes new accounting and reporting standards for
noncontrolling interests in a subsidiary and for the deconsolidation
of a subsidiary. SFAS 160 will require entities to classify
noncontrolling interests as a component of stockholders' equity and
will require subsequent changes in ownership interest in a
subsidiary to be accounted for as an equity transaction.
Additionally, SFAS 160 will require entities to recognize a gain or
loss upon the loss of control of a subsidiary and to remeasure any
ownership interest retained at fair value on that date. This
statement also requires expanded disclosures that clearly identify
and distinguish between the interests of the parent and the
interests of the noncontrolling owners. SFAS 160 is effective on a
prospective basis for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008, except for
the presentation and disclosure requirements, which are required to
be applied retrospectively. Early adoption is not permitted. The
adoption of this standard is not expected to have a material impact
on the Corporation's consolidated financial condition, results of
operations or liquidity.
8
EITF 06-4, "Accounting for Deferred Compensation and
Postretirement Benefit Aspects of Endorsement Split Dollar Life
Insurance Arrangements", was issued in September 2006 and is
effective for fiscal years beginning after December 15, 2007 with
earlier application permitted. EITF 06-4 requires that, for split
dollar life insurance arrangements that provide a benefit to an
employee that extends to postretirement periods, an employer should
recognize a liability for future benefits in accordance with SFAS
No. 106. EITF 06-4 requires that recognition of the effects of
adoption should be either by (a) a change in accounting principle
through a cumulative effect adjustment to retained earnings as of
the beginning of the year of adoption or (b) a change in accounting
principle through retrospective application to all prior periods.
The Corporation adopted this standard as of January 1, 2007 through
a cumulative effect adjustment to beginning retained earnings. This
adjustment represented a decrease of $36,000 to retained earnings.
In June 2007, the FASB ratified the consensus reached in EITF
06-11, "Accounting for Income Tax Benefits of Dividends on Share
Based Payment Awards". EITF 06-11 applies to entities that have
share based payment arrangements that entitle employees to receive
dividends or dividend equivalents on equity classified nonvested
shares when those dividends or dividend equivalents are charged to
retained earnings and result in an income tax deduction. Entities
that have share based payment arrangements that fall within the
scope of EITF 06-11 will be required to increase capital surplus for
any realized income tax benefit associated with dividends or
dividend equivalents paid to employees for equity classified
nonvested equity awards. Any increase recorded to capital surplus is
required to be included in any entity's pool of excess tax benefits
that are available to absorb potential future tax deficiencies on
share-based payment awards. The Corporation adopted ITF 06-11 on
January 1, 2008 for dividends declared on share based payment awards
subsequent to this date. The impact of adoption did not have any
material impact on the Corporation's consolidated financial
condition, results of operations, or liquidity.
In April 2007, the FASB issued FSP 39-1, "Amendments of FASB
Interpretation No. 39. Offsetting of Amounts Related to Certain
Contracts". FSP 39-1 permits entities to offset fair value amounts
recognized for multiple derivative instruments executed with the
same counterparty under a master netting agreement. FSP 39-1
clarifies that the fair value amounts recognized for the right to
reclaim cash collateral, or the obligation to return cash
collateral, arising from the same master netting arrangement, should
also be offset against the fair value of the related derivative
instruments.
Effective January 1, 2008, the Corporation adopted a net
presentation for derivative positions and related collateral entered
into under master netting agreements pursuant to the guidance in FIN
39 and FSP 39-1. The adoption of this guidance would result in
balance sheet reclassifications of certain cash collateral based
short term investments against the related derivative liabilities
and certain deposit liability balances against the related fair
values of derivative assets. The effects of these reclassifications
will fluctuate based on the fair values of derivative contracts but
overall would not have a material impact on either total assets or
total liabilities. The adoption of these standards did not have an
impact on the Corporation's consolidated financial condition,
results of operations or liquidity.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value
Option for Financial Assets and Liabilities". The statement allows
an entity to elect to measure certain financial assets and
liabilities at fair value with changes in fair value recognized in
the income statement each period. The statement also requires
additional disclosures to identify the effects of an entity's fair
value election on its earnings. The election is irrevocable. The
Corporation has chosen not to elect to measure any specific group of
financial assets or liabilities pursuant to SFAS 159.
In September 2006, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards SFAS 158
"Employers' Accounting for Defined Benefit Pension and Other Post
Retirement Plans", which requires the Corporation to recognize the
funded status of a benefit plan as either assets or liabilities in
the consolidated balance sheet and to recognize as a component of
other comprehensive income, net of tax, unrecognized actuarial gains
or losses, prior service costs and transition obligations that arise
during the period. The adoption of SFAS 158 for year ended December
31, 2007 did not have a material impact on the Corporation's
consolidated financial position, results of operations, or
liquidity.
In September 2006, the FASB issued Statement of Financial
Accounting Standards (SFAS) 157, "Fair Value Measurements", which
upon adoption will replace various definitions of fair value in
existing accounting literature with a single definition, will
establish a framework for measuring fair value, and will require
additional disclosures about fair value measurements. The statement
clarifies that fair value is the price that would be received to
sell an asset or the price paid to transfer a liability in the most
advantageous market available to the entity and emphasizes that fair
value is a market based measurement and should be based on the
assumptions market participants would use. The statement also
creates a three level hierarchy under which individual fair value
estimates are to be ranked based on the relative reliability of the
inputs used in the
9
valuation. This hierarchy is the basis for the disclosure
requirements, with fair value estimates based on the least reliable
inputs requiring more extensive disclosures about the valuation
method used and the gains and losses associated with those
estimates. SFAS 157 is required to be applied whenever another
financial accounting standard requires or permits an asset or
liability to be measured at fair value. The statement does not
expand the use of fair value to any new circumstances. The
Corporation has applied the new guidance beginning January 1, 2008,
and such application did not have a material impact on the
Corporation's consolidated financial condition, results of
operations, or liquidity.
In July 2006, the FASB issued FASB Staff Position FSP 13-2,
"Accounting for a Change or Projected Change in the Timing of Cash
Flows Related to Income Taxes Generated by a Leveraged Lease
Transaction". This FSP amends SFAS 13, "Accounting for Leases", to
require a lessor in a leveraged lease transaction to recalculate the
leveraged lease for the effects of a change or projected change in
the timing of cash flows relating to income taxes that are generated
by the leveraged lease. The guidance in FSP 13-2 was adopted by the
Corporation on January 1, 2007. The application of this FSP did not
have a material impact on the Corporation's consolidated financial
condition, results of operations, or liquidity.
In June 2006, the FASB issued Interpretation No. 48 FIN 48,
"Accounting for Uncertainty in Income Taxes", an interpretation of
SFAS 109, "Accounting for Income Taxes". FIN 48 prescribes a
comprehensive model for how companies should recognize, measure,
present, and disclose in their financial statements uncertain tax
positions taken or expected to be taken on a tax return. Under FIN
48, tax positions shall initially be recognized in the financial
statements when it is more likely than not the position will be
sustained upon examination by the tax authorities. Such tax
positions shall initially and subsequently be measured as the
largest amount of tax benefit that is greater than 50% likely of
being realized upon ultimate settlement with the tax authority
assuming full knowledge of the position and all relevant facts. FIN
48 also revises disclosure requirements to include an annual tabular
roll forward of unrecognized tax benefits. The provisions of this
interpretation were adopted by the Corporation on January 1, 2007.
The adoption of FIN 48 did not have a material impact on the
Corporation's consolidated financial condition, result of
operations, or liquidity.
In March 2006, the FASB issued Statement of Financial
Accounting Standards SFAS 156, "Accounting for Servicing of
Financial Assets", an amendment of SFAS 140. This standard requires
entities to separately recognize a servicing asset or liability
whenever it undertakes an obligation to service financial assets and
also requires all separately recognized servicing assets or
liabilities to be initially measured at fair value. Additionally,
this standard permits entities to choose among two alternatives, the
amortization method or fair value measurement method, for the
subsequent measurement of each class of separately recognized
servicing assets and liabilities. Under the amortization method, an
entity shall amortize the value of servicing assets or liabilities
in proportion to and over the period of estimated net servicing
income or net servicing loss and assess servicing assets or
liabilities for impairment or increased obligation based on fair
value at each reporting date. Under the fair value measurement
method, an entity shall measure servicing assets or liabilities at
fair value at each reporting date and report changes in fair value
in earnings in the period in which the changes occur.
Effective January 1, 2006, the Corporation adopted this
statement by electing amortization method as the measurement method
for residential real estate mortgage servicing rights (MSRs).
In February 2006, the FASB issued Statement of Financial
Accounting Standards SFAS 155, "Accounting for Certain Hybrid
Financial Instruments", which amends SFAS 133, "Accounting for
Derivative Instruments and Hedging Activities", and SFAS 140,
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities". SFAS 155 requires entities to
evaluate and identify whether interests in securitized financial
assets are freestanding derivatives, hybrid financial instruments
that contain an embedded derivative requiring bifurcation, or hybrid
financial instruments that contain embedded derivatives that do not
require bifurcation. SFAS 155 also permits fair value measurement
for any hybrid financial instrument that contains an embedded
derivative that otherwise would require bifurcation. This statement
was effective for all financial instruments acquired or issued by
the Corporation on or after January 1, 2007 and the adoption of SFAS
155 did not have a material impact on the Corporation's consolidated
financial condition, results of operations or liquidity.
ADVERTISING COSTS
It is the Corporation's policy to expense advertising costs in
the period in which they are incurred. Advertising expense for the
three months ended March 31, 2009 and 2008 was approximately $52,000
and $83,000, respectively.
10
RECLASSIFICATIONS
Certain amounts in the consolidated financial statements of
prior periods have been reclassified to conform with presentation
used in the 2008 consolidated financial statements. Such
reclassifications have no effect on the Corporation's consolidated
financial condition or net income.
NOTE 2. ALLOWANCE FOR LOAN LOSSES
Changes in the allowance for loan losses for the periods ended
March 31, 2009, and March 31, 2008, were as follows:
(amounts in thousands)
March 31, March 31,
2009 2008
____ ____
Balance, January 1 $5,195 $5,046
Provision charged to operations 275 50
Loans charged off (271) (16)
Recoveries 3 62
______ ______
Balance, March 31 $5,202 $5,142
====== ======
At March 31, 2009, the recorded investment in loans that are
considered to be impaired as defined by SFAS No. 114 was $3,128,000.
No additional charge to operations was required to provide for the
impaired loans since the total allowance for loan losses is
estimated by management to be adequate to provide for the loan loss
allowance required by SFAS No. 114 along with any other potential
losses.
At March 31, 2009, there were no significant commitments to
lend additional funds with respect to non accrual and restructured
loans.
Non accrual loans at March 31, 2009, and December 31, 2008,
were $2,502,000 and $1,718,000, respectively.
Loans past due 90 days or more and still accruing interest
amounted to $0 and $15,000 on March 31, 2009 and December 31, 2008,
respectively.
NOTE 3. SHORT-TERM BORROWINGS
Federal funds purchased, securities sold under agreements to
repurchase and Federal Home Loan Bank advances generally represent
overnight or less than 30 day borrowings. U.S. Treasury tax and loan
notes for collections made by the Bank are payable on demand.
NOTE 4. LONG-TERM BORROWINGS
Long term borrowings are comprised of advances from the
Federal Home Loan Bank (FHLB). Under terms of a blanket agreement,
collateral for the loans are secured by certain qualifying assets of
the Corporation's banking subsidiary which consist principally of
first mortgage loans and certain investment securities.
11
NOTE 5. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET
RISK AND CONCENTRATIONS OF CREDIT RISK
The Corporation is a party to financial instruments with off
balance sheet risk in the normal course of business to meet the
financing needs of its customers. These financial instruments
include commitments to extend credit and standby letters of credit.
Those instruments involve, to varying degrees, elements of credit
and interest rate risk in excess of the amount recognized in the
consolidated balance sheets. The contract or notional amounts of
those instruments reflect the extent of involvement the Corporation
has in particular classes of financial instruments. The Corporation
does not engage in trading activities with respect to any of its
financial instruments with off balance sheet risk.
The Corporation's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for
commitments to extend credit and standby letters of credit is
represented by the contractual notional amount of those instruments.
The Corporation uses the same credit policies in making
commitments and conditional obligations as it does for on balance
sheet instruments.
The Corporation may require collateral or other security to
support financial instruments with off balance sheet credit risk.
The contract or notional amounts at March 31, 2009, and December 31,
2008, were as follows:
(amounts in thousands)
March 31 December 31,
2009 2008
____ ____
Financial instruments whose contract
amounts represent credit risk:
Commitments to extend credit $56,613 $52,762
Financial standby letters
of credit 894 904
Performance standby letters
of credit 7,193 6,936
Commitments to extend credit are agreements to lend to a
customer as long as there is no violation of any condition
established in the contract. Commitments generally have fixed
expiration dates or other termination clauses that may require
payment of a fee. Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. The Corporation
evaluates each customer's creditworthiness on a case by case basis.
The amount of collateral obtained, if deemed necessary by the
Corporation upon extension of credit, is based on management's
credit evaluation of the counter party. Collateral held varies but
may include accounts receivable, inventory, property, plant and
equipment, and income producing commercial properties.
Standby letters of credit are conditional commitments issued by
the Corporation to guarantee the performance of a customer to a
third party. The credit risk involved in issuing letters of credit
is essentially the same as that involved in extending loan
facilities to customers. The Corporation may hold collateral to
support standby letters of credit for which collateral is deemed
necessary.
The Corporation grants commercial, agricultural, real estate
mortgage and consumer loans to customers primarily in the counties
of Columbia, Luzerne, Montour and Monroe, Pennsylvania. It is
management's opinion that the loan portfolio was well balanced and
diversified at March 31, 2009, to the extent necessary to avoid any
significant concentration of credit risk. However, its debtors'
ability to honor their contracts may be influenced by the region's
economy.
12
NOTE 6. STOCKHOLDERS' EQUITY
Changes in Stockholders' Equity for the period ended March 31,
2009 were are follows:
(Amounts in thousands, except common share data)
Common Common
Shares Stock Surplus
______ ______ _______
Balance at January 1, 2009 5,687,767 $11,375 $30,269
Comprehensive Income:
Net Income
Change in unrealized
gain (loss) on
investment securities
available-for-sale,
net of reclassification
adjustment and tax
effects
Total Comprehensive
income (loss)
Cash dividends -
$.23 per share
_________ _______ _______
Balance at March 31, 2009 5,687,767 $11,375 $30,269
========= ======= =======
(Amounts in thousands, except common share data)
Accumulated
Compre- Other
hensive Retained Comprehensive
Income Earnings Income (Loss)
______ ______ __________
Balance at January 1, 2009 $38,414 $(4,671)
Comprehensive Income:
Net Income $2,102 2,102
Change in unrealized
gain (loss) on
investment securities
available-for-sale,
net of reclassification
adjustment and tax
effects (2,461) (2,461)
______
Total Comprehensive
income (loss) $ (359)
======
Cash dividends -
$.23 per share (1,251)
_______ _______
Balance at March 31, 2009 $39,265 $(7,132)
======= =======
(Amounts in thousands, except common share data)
Treasury
Stock Total
_____ _____
Balance at January 1, 2009 $(6,240) $69,147
Comprehensive Income:
Net Income 2,102
Change in unrealized
gain (loss) on
investment securities
available-for-sale,
net of reclassification
adjustment and tax
effects (2,461)
Total Comprehensive
income (loss)
Cash dividends -
$.23 per share (1,251)
_______ _______
Balance at March 31, 2009 $(6,240) $67,537
======= =======
NOTE 7. MANAGEMENT'S ASSERTIONS AND COMMENTS REQUIRED
TO BE PROVIDED WITH FORM 10Q FILING
In management's opinion, the consolidated interim financial
statements reflect fair presentation of the consolidated financial
position of First Keystone Corporation and Subsidiary, and the
results of their operations and their cash flows for the interim
periods presented. Further, the consolidated interim financial
statements are unaudited; however they reflect all adjustments,
which are in the opinion of management, necessary to present fairly
the consolidated financial condition and consolidated results of
operations and cash flows for the interim periods presented and that
all such adjustments to the consolidated financial statements are of
a normal recurring nature. The independent registered public
accounting firm, J. H. Williams & Co., LLP, reviewed these
consolidated financial statements as stated in their accompanying
review report.
The results of operations for the three month period ended
March 31, 2009, are not necessarily indicative of the results to be
expected for the full year.
These consolidated interim financial statements have been
prepared in accordance with requirements of Form 10Q and therefore
do not include all disclosures normally required by accounting
principles generally accepted in the United States of America
applicable to financial institutions as included with consolidated
financial statements included in the Corporation's annual Form 10K
filing. The reader of these consolidated interim financial
statements may wish to refer to the Corporation's annual report or
Form 10K for the period ended December 31, 2008, filed with the
Securities and Exchange Commission.
13
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders of First Keystone Corporation:
We have reviewed the accompanying consolidated balance sheet of
First Keystone Corporation and Subsidiary as of March 31, 2009, and
the related consolidated statements of income and cash flows for the
three month periods ended March 31, 2009, and 2008. These
consolidated interim financial statements are the responsibility of
the management of First Keystone Corporation and Subsidiary.
We conducted our reviews in accordance with the standards of the
Public Company Accounting Oversight Board (United States). A review
of interim financial information consists principally of applying
analytical procedures and making inquiries of persons responsible
for financial and accounting matters. It is substantially less in
scope than an audit conducted in accordance with the standards of
the Public Company Accounting Oversight Board (United States), the
objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our reviews, we are not aware of any material modifications
that should be made to the consolidated interim financial statements
referred to above for them to be in conformity with accounting
principles generally accepted in the United States of America.
We have previously audited, in accordance with the auditing
standards of the Public Company Accounting Oversight Board (United
States), the consolidated balance sheet of First Keystone
Corporation and Subsidiary as of December 31, 2008, and the related
consolidated statements of income, changes in stockholders' equity,
and cash flows for the year then ended (not presented herein); and
in our report dated March 9, 2009, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying consolidated balance
sheet as of December 31, 2008, is fairly stated, in all material
respects, in relation to the consolidated balance sheet from which
it has been derived.
/s/ J. H. Williams & Co., LLP
J. H. Williams & Co., LLP
Kingston, Pennsylvania
May 6, 2009
14
Item 2. First Keystone Corporation Management's Discussion and
Analysis of Financial Condition and Results of Operation
as of March 31, 2009
This quarterly report contains certain forward looking
statements (as defined in the Private Securities Litigation Reform
Act of 1995), which reflect management's beliefs and expectations
based on information currently available. These forward looking
statements are inherently subject to significant risks and
uncertainties, including changes in general economic and financial
market conditions, the Corporation's ability to effectively carry
out its business plans and changes in regulatory or legislative
requirements. Other factors that could cause or contribute to such
differences are changes in competitive conditions, and pending or
threatened litigation. Although management believes the expectations
reflected in such forward looking statements are reasonable, actual
results may differ materially.
RESULTS OF OPERATIONS
First Keystone Corporation realized earnings for the first
quarter of 2009 of $2,102,000, an increase of $380,000, or 22.1%
from the first quarter of 2008. The increase in net income for 2009
was primarily the result of an increased net interest margin and an
increase in net interest income of $830,000 from the first quarter
of 2008. On a per share basis, net income per share was $.39 for
the first three months of 2009 up from $.32 for the first three
months of 2008, an increase of 21.9%. Cash dividends amounted to
$.23 per share, up from $.22 paid in the first quarter of 2008, an
increase of 4.5%.
Year to date net income annualized amounts to a return on
average common equity of 12.00%, a return on tangible equity of
16.50% and a return on assets of 1.17%. For the three months ended
March 31, 2008, these measures were 9.62%, 13.11%, and 1.01%,
respectively on an annualized basis.
NET INTEREST INCOME
The major source of operating income for the Corporation is net
interest income, defined as interest income less interest expense.
In the first quarter of 2009, interest income amounted to
$9,363,000, an increase of $12,000 or 0.1% from the first quarter of
2008, while interest expense amounted to $4,035,000 in the first
quarter of 2009, a decrease of $818,000, or 16.9% from the first
quarter of 2008. As a result, net interest income increased
$830,000, or 18.5% in the first quarter of 2009 to $5,328,000 from
$4,498,000 in first quarter of 2008.
Our net interest margin for the quarter ended March 31, 2009,
was 3.66% compared to 3.19% for the quarter ended March 31, 2008.
PROVISION FOR LOAN LOSSES
The provision for loan losses for the quarter ended March 31,
2009, was $275,000, compared to $50,000 for the first quarter of
2008. The increase in the provision for loan losses was a result of
increased net charge offs, which amounted to $268,000 for the
quarter ending March 31, 2009. Recoveries exceeded charge offs in
the amount of $46,000 for the three months ended March 31, 2008.
The allowance for loan losses as a percentage of loans, net of
unearned interest, was 1.27% as of March 31, 2009, unchanged from
1.27% reported as of December 31, 2008.
15
NON-INTEREST INCOME
Total non interest income or other income was $1,036,000 for
the quarter ended March 31, 2009, as compared to $1,105,000 for the
quarter ended March 31, 2008, a decrease of $69,000, or 6.2%.
Excluding investment securities gains and losses, non interest
income was $910,000 for the first quarter of 2009, a decrease of
$91,000, or 9.1% from the first quarter of 2008. Decreases in trust
department income, decreased service changes and fees, and zero
gains on sale of loans were the primary reasons for the lower non
interest income in 2009.
NON-INTEREST EXPENSES
Total non interest expenses, or other expenses, was $3,516,000
for the quarter ended March 31, 2009, as compared to $3,450,000 for
the quarter ended March 31, 2008. The increase of $66,000, or 1.9%
is comprised of salary and benefits increasing $16,000, occupancy
and fixed asset expense increasing $30,000, and other non interest
expense, including professional services and state shares tax
increasing $20,000. These increases were modest and reflect our
continued emphasis on controlling non interest expenses.
Expenses associated with employees (salaries and employee
benefits) continue to be the largest category of non interest
expenses. Salaries and benefits amounted to $1,892,000, or 53.8% of
total non interest expense for the three months ended March 31,
2009, as compared to 54.4% for the first three months of 2008. Net
occupancy and fixed asset expense amounted to $507,000 for the three
months ended March 31, 2009, an increase of $30,000, or 6.3%. Other
non interest expenses, including professional services and state
shares tax amounted to $1,117,000 for the three months ended March
31, 2009, an increase of $20,000, or 1.8% from the first three
months of 2008. Our non interest expense in the first quarter of
2009 continues to be approximately 1.95% of average assets on an
annualized basis, which places us among the leaders of our peer
financial institutions at controlling total non interest expense.
INCOME TAXES
Effective tax planning has helped produce favorable net income.
Income tax amounted to $471,000 for the three months ended March 31,
2009, as compared to $381,000 for 2008, an increase of $90,000. The
effective total income tax rate was 18.3% for the first quarter of
2009 as compared to 18.1% for the first quarter of 2008.
ANALYSIS OF FINANCIAL CONDITION
ASSETS
Total assets increased slightly to $716,640,000 as of March 31,
2009, an increase of $1,742,000 from year end 2008. Total deposits
increased to $542,294,000 as of March 31, 2009, an increase of
$37,661,000, or 7.5% over year end 2008. The increase in deposits
funded loan growth and a substantial reduction in short term
borrowings.
During the first quarter of 2009 the Corporation decreased
short term borrowings to $15,809,000 as of March 31, 2009, as
compared to $55,332,000 as of December 31, 2008. Long term
borrowings were $82,041,000 as of March 31, 2009, virtually
unchanged from the $82,062,000 reported December 31, 2008.
16
EARNING ASSETS
Our primary earning asset, loans, net of unearned income
increased to $411,135,000 as of March 31, 2009, up $2,768,000, or
0.7% since year end 2008. The loan portfolio continues to be
diversified. Overall asset quality has remained stable with non
performing assets increasing since year end 2008. Total allowance
for loan losses to total non performing assets was 197.4% as of
March 31, 2009, down from 295.0% at year end 2008.
Besides loans, another primary earning asset is our overall
investment portfolio, which decreased in size from December 31,
2008, to March 31, 2009. Held to maturity securities amounted to
$2,986,000 as of March 31, 2009, a decrease of $4,000 from December
31, 2008. Available for sale securities amounted to $232,187,000 as
of March 31, 2009, a decrease of $7,988,000 from year end 2008.
Interest bearing deposits with banks increased as of March 31, 2009,
to $3,532,000 from $6,000 at year end 2008.
ALLOWANCE FOR LOAN LOSSES
Management performs a quarterly analysis to determine the
adequacy of the allowance for loan losses. The methodology in
determining adequacy incorporates specific and general allocations
together with a risk/loss analysis on various segments of the
portfolio according to an internal loan review process. Management
maintains its loan review and loan classification standards
consistent with those of its regulatory supervisory authority.
Management feels, considering the conservative portfolio
composition, which is largely composed of small retail loans
(mortgages and installments) with minimal classified assets, low
delinquencies, and favorable loss history, that the allowance for
loan loss is adequate to cover foreseeable future losses.
Any loans classified for regulatory purposes as loss, doubtful,
substandard, or special mention that have not been disclosed under
Industry Guide 3 do not (i) represent or result from trends or
uncertainties which management reasonably expects will materially
impact future operating results, liquidity, or capital resources, or
(ii) represent material credits about which management is aware of
any information which causes management to have serious doubts as to
the ability of such borrowers to comply with the loan repayment
terms.
The Corporation was required to adopt Financial Accounting
Standards Board Statement No. 114, "Accounting by Creditors for
Impairment of a Loan" - Refer to Note 2 above for details.
NON-PERFORMING ASSETS
Non performing assets consist of non accrual and restructured
loans, other real estate and foreclosed assets, together with loans
past due 90 days or more and still accruing. As of March 31, 2009,
total non performing assets were $2,635,000 as compared to
$1,761,000 on December 31, 2008. Non performing assets to total
loans and foreclosed assets was 0.64% as of March 31, 2009, and
0.43% as of December 31, 2008.
Interest income received on non performing loans as of March
31, 2009, was $11,000 compared to $95,000 for the year ending of
December 31, 2008. Interest income, which would have been recorded
on these loans under the original terms as of March 31, 2009, and
December 31, 2008, were $47,000 and $149,000, respectively. As of
March 31, 2009 and December 31, 2008, there were no outstanding
commitments to advance additional funds with respect to these non
performing loans.
DEPOSITS AND OTHER BORROWED FUNDS
As indicated previously, total deposits increased $37,661,000
to $542,294 as of March 31, 2009 as non interest bearing deposits
increased by $1,967,000 and interest bearing deposits increased by
$35,694,000 as of March 31, 2009, from year end 2008. Total short
term and long term borrowings decreased to $97,850,000 as of March
31, 2009, from $137,394,000 at year end 2008, a decrease of
$39,544,000, or 28.8%.
17
CAPITAL STRENGTH
Normal increases in capital are generated by net income, less
cash dividends paid out. Also, accumulated other comprehensive
income derived from unrealized losses on investment securities
available for sale decreased shareholders' equity, or capital net of
taxes, by $7,132,000 as of March 31, 2009, and reduced equity by
$4,671,000 as of December 31, 2008. Another factor which reduced
total equity capital as of March 31, 2009, and year end 2008 relates
to stock repurchase. The Corporation had 247,641 shares of common
stock on March 31, 2009 and December 31, 2008, as treasury stock.
This had an effect of our reducing our total stockholders' equity by
$6,240,000 on both March 31, 2009, and December 31, 2008.
Total stockholders' equity was $67,538,000 as of March 31,
2009, and $69,147,000 as of December 31, 2008. Leverage ratio and
risk based capital ratios remain very strong. As of March 31, 2009,
our leverage ratio was 7.62% compared to 7.59% as of December 31,
2008. In addition, Tier I risk based capital and total risk based
capital ratio as of March 31, 2009, were 10.81% and 11.86%,
respectively. The same ratios as of December 31, 2008 were 10.95%
and 12.02%, respectively.
LIQUIDITY
The liquidity position of the Corporation remains adequate to
meet customer loan demand and deposit fluctuation. Managing
liquidity remains an important segment of asset liability
management. Our overall liquidity position is maintained by an
active asset liability management committee.
Management feels its current liquidity position is
satisfactorily given a very stable core deposit base which has
increased annually. Secondly, our loan payments and principal
paydowns on our mortgage backed securities provide a steady source
of funds. Also, short-term investments and maturing investment
securities represent additional sources of liquidity. Finally,
short-term borrowings are readily accessible at the Federal Reserve
Bank, Atlantic Central Bankers Bank, or the Federal Home Loan Bank.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes in the Company's
quantitative and qualitative market risks since December 31, 2008.
The composition of rate sensitive assets and rate sensitive
liabilities as of March 31, 2009 is very similar to December 31,
2008.
Item 4. Controls and Procedures
a) Evaluation of disclosure controls and procedures. The
company maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the company
files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the Securities and Exchange
Commission. Based upon their evaluation of those controls and
procedures performed within 90 days of the filing date of this
report, the chief executive and chief financial officers of the
company concluded that the company's disclosure controls and
procedures were adequate.
b) Changes in internal controls. The Company made no
significant changes in its internal controls or in other factors
that could significantly affect these controls subsequent to the
date of the evaluation of the controls by the Chief Executive and
Chief Financial officers.
18
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. There have been no material changes to the risk
factors disclosed in Item 1A "Risk Factors" in our
Annual Report on Form 10K for the year ended
December 31, 2008.
Item 2. Changes in Securities, Use of Proceeds and Issuer
Purchases of Equity Securities
Total
Number Maximum
of Shares Number of
Purchased Shares That
as Part of May Yet Be
Total Publicly Purchased
Number Average Announced Under the
of Shares Price Paid Plans or Plans or
Period Purchased per Share Programs Programs
______ _________ _________ ________ ________
January 1 -
January 31,
2009 ---- ---- ---- 112,098
February 1 -
February 28,
2009 ---- ---- ---- 112,098
March 1 -
March 31,
2009 ---- ---- ---- 112,098
Total ---- ---- ---- 112,098
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
Annual Meeting of Shareholders of First Keystone
Corporation held on Tuesday, May 5, 2009, at 10:00
a.m.
Votes Votes
Directors Elected Votes For Against Withheld
_________________ _________ ______ _______
Jerome F. Fabian 4,379,282 27,419 0
John G. Gerlach 4,206,948 199,753 0
David R. Saracino 4,206,740 199,961 0
Broker
Directors Elected Abstentions Non-Votes
_________________ ___________ _________
Jerome F. Fabian 0 0
John G. Gerlach 0 0
David R. Saracino 0 0
19
Directors Continuing:
____________________
John E. Arndt, term expires in 2010
J. Gerald Bazewicz, term expires in 2010
Robert E. Bull, term expires in 2010
Joseph B. Conahan, Jr., term expires in 2010
Don E. Bower, term expires in 2011
Robert A. Bull, term expires in 2011
Matters Voted Upon:
__________________
Selection of J. H. Williams & Co. LLP, as auditors for the
Corporation.
Votes For - 4,399,923
Votes Against - 2,862
Votes Withheld - 0
Abstentions - 3,916
Broker Non-Votes - 0
Item 5. Other Information
The Company made no material changes to the
procedures by which shareholders may recommend
nominees to the Company's Board of Directors.
20
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits required by Item 601 Regulation S-K
Exhibit Number Description of Exhibit
3i Articles of Incorporation, as amended
(Incorporated by reference to Exhibit 3(i)
to the Registrant's Report on Form 10Q for
the quarter ended March 31, 2006).
3ii By-Laws, as amended (Incorporated by
reference to Exhibit 3(ii) to the
Registrant's Report on Form 10Q for the
quarter ended March 31, 2006).
10.1 Supplemental Employee Retirement Plan
(Incorporated by reference to Exhibit 10
to the Registrant's Report on Form 10Q for
the quarter ended September 30, 2005).
10.2 Management Incentive Compensation Plan
(Incorporated by reference to Exhibit 10
to the Registrant's Report on Form 10Q for
the quarter ended September 30, 2006).
10.3 Profit Sharing Plan (Incorporated by
reference to Exhibit 10 to the
Registrant's Report on Form 10Q for the
quarter ended September 30, 2006).
10.4 First Keystone Corporation 1998 Stock
Incentive Plan (Incorporated by reference
to Exhibit 10 to the Registrant's Report
on Form 10Q for the quarter ended
September 30, 2006).
14 Code of Ethics (Incorporated by reference
to Exhibit 14 to the Registrant's Report
on Form 8K dated January 9, 2007).
31.1 Rule 13a-14(a)/15d-14(a) Certification of
Chief Executive Officer.
31.2 Rule 13a-14(a)/15d-14(a) Certification of
Chief Financial Officer.
32.1 Section 1350 Certification of Chief
Executive Officer.
32.2 Section 1350 Certification of Chief
Financial Officer.
21
FIRST KEYSTONE CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly cause this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
FIRST KEYSTONE CORPORATION
Registrant
May 8, 2009 /s/ J. Gerald Bazewicz
J. Gerald Bazewicz
President and
Chief Executive Officer
(Principal Executive Officer)
May 8, 2009 /s/ Diane C.A. Rosler
Diane C.A. Rosler
Senior Vice President and
Chief Financial Officer
(Principal Accounting Officer)
22
INDEX TO EXHIBITS
Exhibit Description
3i Articles of Incorporation, as amended
(Incorporated by reference to Exhibit 3(i) to
the Registrant's Report on Form 10Q for the
quarter ended March 31, 2006).
3ii By-Laws, as amended (Incorporated by reference
to Exhibit 3(ii) to the Registrant's Report on
Form 10Q for the quarter ended March 31, 2006).
10.1 Supplemental Employee Retirement Plan
(Incorporated by reference to Exhibit 10 to the
Registrant's Report on Form 10Q for the quarter
ended September 30, 2005).
10.2 Management Incentive Compensation Plan
(Incorporated by reference to Exhibit 10 to the
Registrant's Report on Form 10Q for the quarter
ended September 30, 2006).
10.3 Profit Sharing Plan (Incorporated by reference
to Exhibit 10 to the Registrant's Report on Form
10Q for the quarter ended September 30, 2006).
10.4 First Keystone Corporation 1998 Stock Incentive
Plan (Incorporated by reference to Exhibit 10 to
the Registrant's Report on Form 10Q for the
quarter ended September 30, 2006).
14 Code of Ethics (Incorporated by reference to
Exhibit 14 to the Registrant's Report on Form 8K
dated January 9, 2007).
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief
Executive Officer.
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief
Financial Officer.
32.1 Section 1350 Certification of Chief Executive
Officer.
32.2 Section 1350 Certification of Chief Financial
Officer.
23