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 September 30, 2004
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 an accelerated
filer (as defined in Rul 12b-2 of the Exchange Act).
Yes [X] No [ ]
The number of shares outstanding of the issuer's common stock as of
November 2, 2004, was 4,389,809.
PART I. - FINANCIAL INFORMATION
Item. 1 Financial Statements
FIRST KEYSTONE CORPORATION
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except per share data)
September December
2004 2003
(Unaudited)
ASSETS
Cash and due from banks $ 5,208 $ 5,913
Interest bearing deposits with banks 9,034 28
Available-for-sale securities carried
at estimated fair value 228,192 226,043
Investment securities, held to
maturity securities, estimated fair
value of $3,389 and $5,229 3,380 5,229
Loans, net of unearned income 234,009 229,073
Allowance for loan losses (4,314) (3,524)
________ ________
Net loans $229,695 $225,549
________ ________
Bank premises and equipment 5,551 4,158
Accrued interest receivable 2,603 2,871
Cash surrender value of bank
owned life insurance 10,923 10,587
Other assets 3,013 1,462
________ ________
Total Assets $497,599 $481,840
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits
Non-interest bearing $ 42,869 $ 30,052
Interest bearing 320,407 312,968
________ ________
Total deposits $363,276 $343,020
Short-term borrowings 9,260 11,745
Long-term borrowings 66,910 62,945
Accrued interest and other expenses 2,055 1,664
Pre-settlement advance on
acquisition of branch 0 8,715
Other liabilities 1,973 2,400
________ ________
Total Liabilities $443,474 $430,489
STOCKHOLDERS' EQUITY
Common stock, par value $2
per share $ 9,079 $ 6,154
Surplus 12,532 12,535
Retained earnings 31,994 31,828
Accumulated other comprehensive
income (loss) 5,079 5,489
Treasury stock at cost 149,764
shares in 2004 and 152,600
in 2003 (4,559) (4,655)
________ ________
Total Stockholders' Equity $ 54,125 $ 51,351
________ ________
Total Liabilities and
Stockholders' Equity $497,599 $481,840
======== ========
See Accompanying Notes to Consolidated Financial Statements
1
FIRST KEYSTONE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED September 30, 2004 AND 2003
(Unaudited)
(Amounts in thousands except per share data)
2004 2003
INTEREST INCOME
Interest and fees on loans $3,673 $3,617
Interest and dividend income
on securities 2,649 2,609
Interest on deposits in banks 11 5
______ ______
Total Interest Income $6,333 $6,231
INTEREST EXPENSE
Interest on deposits $1,745 $1,857
Interest on short-term borrowings 35 35
Interest on long-term borrowings 737 683
______ ______
Total Interest Expense $2,517 $2,575
Net interest income $3,816 $3,656
Provision for loan losses 675 75
______ ______
Net Interest Income After
Provision for Loan Losses $3,141 $3,581
OTHER INCOME
Service charges on deposit
accounts $ 581 $ 452
Other non-interest income 321 303
Investment securities gains
(losses) net 411 89
______ ______
Total Other Income $1,313 $ 844
OTHER EXPENSES
Salaries and employee benefits $1,126 $1,133
Net occupancy and fixed
asset expense 360 311
Other non-interest expense 780 656
______ ______
Total Other Expenses $2,266 $2,100
Income before income taxes $2,188 $2,325
Applicable income tax (benefit) 398 491
______ ______
Net Income $1,790 $1,834
====== ======
Net Income Per Share
Basic $ .41 $ .41
Diluted .41 .41
Cash dividends .18 .16
See Accompanying Notes to Consolidated Financial Statements
2
FIRST KEYSTONE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED September 30, 2004 AND 2003
(Unaudited)
(Amounts in thousands except per share data)
2004 2003
INTEREST INCOME
Interest and fees on loans $10,878 $10,698
Interest and dividend income
on securities 7,936 7,943
Interest on deposits in banks 26 32
_______ _______
Total Interest Income $18,840 $18,673
INTEREST EXPENSE
Interest on deposits $ 5,127 $ 5,787
Interest on short-term borrowings 102 86
Interest on long-term borrowings 2,159 1,869
_______ _______
Total Interest Expense $ 7,388 $ 7,742
Net interest income $11,452 $10,931
Provision for loan losses 950 350
_______ _______
Net Interest Income After
Provision for Loan Losses $10,502 $10,581
OTHER INCOME
Service charges on deposit
accounts $ 1,637 $ 1,230
Other non-interest income 992 1,003
Investment securities gains
(losses) net 576 265
_______ _______
Total Other Income $ 3,205 $ 2,498
OTHER EXPENSES
Salaries and employee benefits $ 3,610 $ 3,315
Net occupancy and fixed asset
expense 1,044 904
Other non-interest expense 2,235 1,930
_______ _______
Total Other Expenses $ 6,889 $ 6,149
Income before income taxes $ 6,818 $ 6,930
Applicable income tax (benefit) 1,384 1,461
_______ _______
Net Income $ 5,434 $ 5,469
======= =======
Net Income Per Share
Basic $ 1.24 $ 1.24
Diluted 1.23 1.23
Cash Dividends .53 .48
See Accompanying Notes to Consolidated Financial Statements
3
FIRST KEYSTONE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED September 30, 2004 AND 2003
(Unaudited)
(Amounts in thousands)
2004 2003
OPERATING ACTIVITIES
Net income $ 5,434 $ 5,469
Adjustments to reconcile net
income to net cash provided
by operating activities:
Provision for loan losses 950 350
Stock option expense 48 0
Provision for depreciation and
amortization 447 378
Premium amortization on
investment securities 626 902
Accretion of core deposit net
discount (71) 0
Discount accretion on investment
securities (389) (338)
Gain on sale of mortgage loans (181) (241)
Proceeds from sale of mortgage
loans 11,669 12,338
Originations of mortgage loans
for resale (4,941) (15,264)
(Gain) loss on sales of
investment securities (576) (266)
(Gain) loss on sales of other
real estate owned 0 18
Deferred income tax (benefit) (313) (81)
(Increase) decrease in interest
receivable and other assets (1,364) 130
Increase in cash surrender value
of bank owned life insurance (336) (372)
Increase (decrease) in interest
payable, accrued expenses and
other liabilities 570 237
________ ________
Net Cash Provided by Operating
Activities $ 11,573 $ 3,260
INVESTING ACTIVITIES
Purchases of investment
securities available-for-sale $(67,902) $(89,925)
Purchase of investment
securities held-to-maturity (1,630) 0
Proceeds from sales of investment
securities available for sale 40,845 24,228
Proceeds from maturities and
redemptions of investment
securities available for sale 22,616 39,449
Proceeds from maturities and
redemption of investment
securities held to maturity 5,490 859
Partial investment in Benton
Elderly Housing Ltd Partnership 0 (2)
Net (increase) decrease in loans (11,643) (14,654)
Purchase of premises and equipment (1,771) (667)
Proceeds from sale of other real
estate owned 0 73
Pre-settlement advance on
acquisition of branch applied (8,715) 0
________ ________
Net Cash Used by Investing
Activities $(22,710) $(40,639)
FINANCING ACTIVITIES
Net increase (decrease) in
deposits $ 20,256 $ 21,725
Net increase (decrease) in
short-term borrowings (2,485) (2,606)
Net increase (decrease) in
long-term borrowings 3,965 19,500
Acquisition of treasury stock 0 (1,374)
Proceeds from sale of treasury
stock 45 120
Proceeds from issuance of common
stock 0 52
Cash dividends (2,340) (2,123)
Dividend paid in lieu of
fractional shares (3) 0
________ ________
Net Cash Provided by Financing
Activities $ 19,438 $ 35,294
Increase (Decrease) in Cash
and Cash Equivalent 8,301 (2,085)
Cash and Cash Equivalents,
Beginning 5,941 7,456
________ ________
Cash and Cash Equivalents,
Ending $ 14,242 $ 5,371
======== ========
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Cash paid during period for
Interest $ 7,419 $ 7,768
Income Taxes 1,562 1,316
See Accompanying Notes to Consolidated Financial Statements
4
FIRST KEYSTONE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004
(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, The
First National Bank of Berwick (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 ten full service
offices and 14 ATMs located in Columbia, Luzerne and Montour
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.
5
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
Stockholders' Equity. 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. 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.
6
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.
DERIVATIVES
The Bank has outstanding loan commitments that relate to the
origination of mortgage loans that will be held for resale.
Pursuant to Statement of Financial Accounting Standards (SFAS) No.
133 "Accounting for Derivative Instruments and Hedging Activities"
as amended by SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities" and the guidance
contained within the Derivatives Implementation Group Statement 133
Implementation Issue No. C 13, the Bank has accounted for such loan
commitments as derivative instruments. The outstanding loan
commitments in this category did not give rise to any losses for the
period ending after the implementation date, as the fair market
value of each outstanding loan commitment exceeded the Bank's cost
basis in each outstanding loan commitment.
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 retains 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.
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.
INVESTMENT IN REAL ESTATE VENTURE
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
7
component of income tax expense. The annual amount of tax credits
allocated to the Bank were $128,053 and $90,877 for each of the
years 2004 and 2003, and the annual amortization of the limited
partnership investment was $92,464 and $65,641 in 2004 and 2003,
respectively. The annual amounts are prorated for interim periods.
The carrying value of the investment as of September 30, 2004 and
December 31, 2003 was $813,145 and $882,494, respectively, and is
carried 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.
STOCK BASED COMPENSATION
The Corporation accounted for stock options and shares issued
under the Stock Option Incentive Plan through December 31, 2002 in
accordance with Accounting Principles Board Opinion (APB) No. 25,
"Accounting for Stock Issued to Employees". Under this method no
compensation expense is recognized for stock options when the
exercise price equals the fair value of the options at the grant
date. Under provisions of Statement of Financial Accounting
Standards (SFAS) No. 123, "Accounting for Stock Based Compensation",
the fair value of a stock option is required to be recognized as
compensation expense over the service period (generally the vesting
period). As permitted under SFAS No. 123 the Corporation had elected
to continue to account for its stock option plan in accordance with
APB No. 25.
As of the first quarter 2003, the Corporation adopted Statement
of Financial Accounting Standards (SFAS) No. 148, "Accounting for
Stock Based Compensation - Transition and Disclosures - an amendment
of FASB Statement No. 123". The Corporation elected to use the
"prospective method" of accounting for stock options as allowed by
the Standard. Accordingly, compensation expense was recognized in
the periods ended September 30, 2004 and December 31, 2003 in the
amounts of $48,131 and $48,131, respectively, being the vested
portions attributable to stock options initially.
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.
Per share data has been adjusted retroactively for stock splits
and stock dividends.
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.
The Corporation transferred loans to foreclosed assets held for
sale in the amounts of $0 and $91,527 for the periods ended
September 30, 2004 and 2003, respectively.
8
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.
RECENT ACCOUNTING PRONOUNCEMENTS
In November 2002, the Financial Accounting Standards Board
(FASB) issued Interpretation No. 45 (FIN 45), "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others". This interpretation
expands the disclosures to be made by a guarantor about its
obligations under certain guarantees and requires the guarantor to
recognize a liability in its financial statements for the obligation
assumed under a guarantee. In general, FIN 45 applies to contracts
of indemnification agreements that contingently require the
guarantor to make payments to the guaranteed party based on changes
in an underlying that is related to an asset, liability, or equity
security of the guaranteed party. Certain guarantee contracts are
excluded from both the disclosure and recognition requirements of
this interpretation, while other guarantees are subject to just the
disclosure requirements of FIN 45 but not to the recognition
provisions. The disclosure requirements of FIN 45 were effective for
the Corporation as of December 31, 2002 and require disclosure of
the nature of the guarantee, the maximum potential amount of future
payments the guarantor could be required to make under the
guarantee, and the current amount of the liability, if any, for the
guarantor's obligations under the guarantee. The recognition
requirements of FIN 45 are applied prospectively to guarantees
issued or modified after December 31, 2002. This standard did not
have any impact on the Corporation's consolidated financial
condition or results of operations.
In December 2002, the FASB issued Statement of Financial
Accounting Standards (SFAS) No. 148, "Accounting for Stock Based
Compensation - Transition and Disclosure, an amendment of FASB
Statement No. 123", is generally effective for financial statements
for fiscal years and interim periods beginning after December 31,
2002. The statement amends SFAS No. 123, "Accounting for Stock Based
Compensation", to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for
stock-based employee compensation. The statement also amends the
disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about
the method of accounting for stock based compensation and the effect
of the method used on reported results. The Corporation has elected
to adopt SFAS 148 for the first quarter 2003 using the "prospective
method" of accounting for stock options as allowed for in the
Standard.
In December 2002, the FASB issued Statement of Financial
Accounting Standards (SFAS) No. 149, "Amendments to SFAS 133 on
Derivative Instruments and Hedging Activities" is generally
effective for contracts entered into after June 30, 2003. This
Statement amends and clarifies financial accounting and reporting
for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as
derivatives) and for hedging activities under SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities". The
changes in this Statement improve financial reporting by requiring
that contracts with comparable characteristics be accounted for
similarly. The changes will result in more consistent reporting of
contracts as either derivatives or hybrid instruments. This standard
does not have any impact on the Corporation's consolidated financial
position or results of operations.
In January 2003, the FASB issued Interpretation No. 46 (FIN
46), which provides guidance on how to identify a variable interest
entity (VIE) and determine when the assets, liabilities,
noncontrolling interests, and results of operations of a VIE are to
be included in an entity's consolidated financial statements. A VIE
exists when either the total equity investment at risk is not
sufficient to permit the entity to finance its activities by itself,
or the equity investors lack one of three characteristics associated
with owning a controlling financial interest. Those characteristics
include the direct or indirect ability to make decisions about an
entity's activities through voting rights
9
or similar rights, the obligation to absorb the expected losses of
an entity if they occur, or the right to receive the expected
residual returns of the entity if they occur. This standard did not
have any impact on the Corporation's consolidated financial position
or results of operations.
In May 2003, the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 150 "Accounting for Certain Financial
Instruments with characteristics of both Liabilities and Equity" is
generally effective for financial instruments entered into or
modified after May 31, 2003 and for contracts in existence at the
start of the first interim period beginning after June 15, 2003.
This Statement establishes new standards for classification,
measurement and disclosure of certain types of financial instruments
having characteristics of both liabilities and equity, including
instruments that are mandatorily redeemable and that embody
obligations requiring or permitting settlement by transferring
assets or by issuing an entity's own shares. In December 2003, the
FASB deferred for an indefinite period the application of the
guidance in SFAS 150 to noncontrolling interests that are classified
as equity in the financial statements of a subsidiary but would be
classified as a liability in the parent's financial statement's
under SFAS 150. The deferral is limited to mandatorily redeemable
noncontrolling interests associated with finite lived subsidiaries.
This standard does not have any impact on the Corporation's
consolidated financial position or results of operations.
In December 2003, the Emerging Issues Task Force (EITF) issued
EITF 03-1 "The Meaning of Other-Than-Temporary Impairment and its
Application to Certain Investments" is generally effective for
fiscal years ending after December 15, 2003 and addresses how to
define an "other-than-temporary impairment" as well as its
application to investments classified as either "available for sale"
and "held to maturity" under SFAS 115. The EITF requires disclosure
of securities in a continuous unrealized loss position to be
stratified based on length of time those securities were carried in
such a position (less than 12 months or 12 months more). Additional
information is required to be disclosed to include the nature of the
investment, the cause of the decline in value and the evidence
considered in reaching the conclusions that the investment is not
other-than-temporarily impaired. The disclosure was initially
required for fiscal years ending after December 15, 2003, however,
in September 2004, the effective date has been delayed by the FASB.
Comparative information for earlier periods is not required.
ADVERTISING COSTS
It is the Corporation's policy to expense advertising costs in
the period in which they are incurred. Advertising expense for the
periods ended September 30, 2004 and 2003, was approximately
$231,756 and $175,090, respectively.
REPORTING FORMAT
Certain amounts in the consolidated financial statements of
prior periods have been reclassified to conform with presentation
used in the 2004 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
September 30, 2004, and September 30, 2003, were as follows:
(amounts in thousands)
2004 2003
____ ____
Balance, January 1 $3,524 $3,174
Provision charged to operations 950 350
Loans charged off (195) (158)
Recoveries 35 36
______ ______
Balance, September 30 $4,314 $3,402
====== ======
10
At September 30, 2004, the recorded investment in loans that
are considered to be impaired as defined by SFAS No. 114 was
$983,982. 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 September 30, 2004, there were no significant commitments to
lend additional funds with respect to non accrual and restructured
loans.
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. 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.
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 September 30, 2004, and December
31, 2003, were as follows:
(amounts in thousands)
September 30, December 31,
2004 2003
____ ____
Financial instruments whose
contract amounts represent
credit risk:
Commitments to extend credit $23,889 $23,230
Standby letters of credit 2,362 3,807
11
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, and Montour, Pennsylvania. It is management's
opinion that the loan portfolio was well balanced and diversified at
September 30, 2004, 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.
Note 6. STOCKHOLDERS' EQUITY
Changes in Stockholders' Equity for the period ended September
30, 2004, were are follows:
(Amounts in thousands, except common share data)
Common Common
Shares Stock Surplus
______ ______ _______
Balance at January 1, 2004 3,077,207 6,154 12,535
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)
3 for 2 stock split in
the form of a 50%
stock dividend 1,462,366 2,925
Sale of 2,836 shares
treasury stock (51)
Recognition of stock
option expense 48
Dividends paid in lieu
of fractional shares
Cash dividends -
$.53 per share
_________ _____ ______
Balance at September 30, 2004 4,539,573 9,079 12,532
========= ===== ======
(Amounts in thousands, except common share data)
Accumulated
Compre- Other
hensive Retained Comprehensive
Income Earnings Income (Loss)
______ ______ _______
Balance at January 1, 2004 31,828 5,489
Comprehensive Income:
Net Income 5,434 5,434
Change in unrealized
gain (loss) on
investment securities
available-for-sale,
net of reclassification
adjustment and tax
effects (410) (410)
______
Total comprehensive
income (loss) (5,024)
======
3 for 2 stock split in
the form of a 50%
stock dividend (2,925)
Sale of 2,836 shares
treasury stock
Recognition of stock
option expense
Dividends paid in lieu
of fractional shares (3)
Cash dividends -
$.53 per share (2,340)
______ _____
Balance at September 30, 2004 31,994 5,079
====== =====
(Amounts in thousands, except common share data)
Treasury
Stock Total
_____ _____
Balance at January 1, 2004 (4,655) 51,351
Comprehensive Income:
Net Income 5,434
Change in unrealized
gain (loss) on
investment securities
available-for-sale,
net of reclassification
adjustment and tax
effects (410)
Total comprehensive
income (loss)
3 for 2 stock split in
the form of a 50%
stock dividend 0
Sale of 2,836 shares
treasury stock 96 45
Recognition of stock
option expense 48
Dividends paid in lieu
of fractional shares (3)
Cash dividends -
$.53 per share (2,340)
______ ______
Balance at September 30, 2004 (4,559) 54,125
====== ======
12
On April 13, 2004 the board of Directors declared a 3 for 2
stock split in the form of a 50% stock dividend payable to
shareholders of record April 27, 2004 and distributed May 11, 2004.
Per share data has been adjusted retroactively.
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 accountants, J. H.
Williams & Co., LLP, reviewed these consolidated financial
statements as stated in their accompanying review report.
The results of operations for the nine month period ended
September 30, 2004, 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 generally
accepted accounting principles 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, 2003, 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 September 30, 2004,
and the related consolidated statements of income and cash flows for
the three and nine month periods ended September 30, 2004 and 2003.
These consolidated interim financial statements are the
responsibility of the management of First Keystone Corporation and
Subsidiary.
We conducted our reviews in accordance with 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 standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheet of First Keystone Corporation and
Subsidiary as of December 31, 2003, and the related consolidated
statements of income, stockholders' equity, and cash flows for the
year then ended (not presented herein); and in our report dated
January 21, 2004, 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, 2003, 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
October 13, 2004
14
Item 2. First Keystone Corporation Management's
Discussion and Analysis of Financial Condition
and Results of Operation as of September 30, 2004
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 third
quarter of 2004 of $1,790,000, a decrease of $44,000 or 2.4% from
the third quarter of 2003. Nine months net income for the period
ended September 30, 2004, amounted to $5,434,000, a decrease of 0.6%
from the $5,469,000 net income reported September 30, 2003. The
decrease in third quarter and year to date net income for 2004 was
primarily the result of a $600,000 increase in the provision for
loan losses. On a per share basis, net income per share was $1.24
for the nine months of 2004, the same as the first nine months of
2003, while dividends increased to $.53 per share up from $.48 in
2003, or an increase of 10.4%. Per share data has been adjusted to
reflect a 50% dividend paid May 11, 2004.
Year-to-date net income annualized amounts to a return on
average common equity of 1.47% and a return on assets of 13.80%.
For the nine months ended September 30, 2003, these measures were
1.54% and 14.41%, 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 third quarter of 2004, interest income amounted to
$6,333,000, an increase of $102,000 or 1.6% from the third quarter
of 2003. Interest expense amounted to $2,517,000 in the third
quarter of 2004, a decrease of $58,000, or 2.3% from the third
quarter of 2003. Accordingly, net interest income amounted to
$3,816,000 in the third quarter of 2004, an increase of $160,000, or
4.4% over the third quarter of 2003. Year to date for the nine
months ended September 30, 2004, total interest income increased
$167,000, or 0.9% from the first nine months of 2003. Total
interest expense decreased $354,000, or 4.6% for the first nine
months of 2004 from 2003. This resulted in net interest income
increasing $521,000 to $11,452,000 as of September 30, 2004.
Our net interest margin for the quarter ended September 30,
2004, was 3.64% compared to 3.53% for the quarter ended September
30, 2003. For the nine months ended September 30, 2004, our net
interest margin was 3.61% compared to 3.65% for the first nine
months of 2003.
15
PROVISION FOR LOAN LOSSES
The provision for loan losses for the quarter ended September
30, 2004, was $675,000 compared to $75,000 for the third quarter of
2003. Year to date, the provision for loan losses amounts to
$950,000 in 2004 as compared to the $350,000 provision for the
period ended September 30, 2003. During the third quarter, we
identified a large commercial borrower that was put on non-accrual
status. The increase in our provision for loan losses was to
maintain an allowance for loan losses at a level which management
considers its best estimate of known and probable inherent losses.
Net charge offs amounted to $160,000 for the nine months ended
September 30, 2004, as compared to $122,000 for the first nine
months of 2003.
The allowance for loan losses as a percentage of loans, net of
unearned interest was 1.84% as of September 30, 2004, and 1.54% as
of December 31, 2003.
NON-INTEREST INCOME
Total non interest or other income was $1,313,000 for the
quarter ended September 30, 2004, as compared to $844,000 for the
quarter ended September 30, 2003. Excluding investment security
gains and losses, non interest income was $902,000 for the third
quarter of 2004, as compared to $755,000 in the third quarter of
2003, an increase of 19.5%. For the nine months ended September 30,
2004, total non interest income was $3,205,000, as compared to
$2,498,000, or a 28.3% increase from the first nine months of 2003.
In both the third quarter of 2004 and for the nine months ended
September 30, 2004, the increase in non-interest income was
primarily the result of an increase in service charges on deposit
accounts and an increase in investment security gains.
NON-INTEREST EXPENSES
Total non interest, or other expenses, was $2,266,000 for the
quarter ended September 30, 2004, as compared to $2,100,000 for the
quarter ended September 30, 2003. The increase of $166,000, or
7.9%, is comprised of salary and benefits decreasing $7,000,
occupancy expense increasing $49,000, and other non interest expense
increasing $124,000.
For the nine months ended September 30, 2004, total non
interest expense was $6,889,000, an increase of $740,000, or 12.0%
over the first nine months of 2003. Expenses associated with
employees (salaries and employee benefits) continue to be the
largest category of non interest expenses. Salaries and benefits
amount to 52.4% of total non interest expense for the nine months
ended September 30, 2004, as compared to 53.9% for the first nine
months of 2003. Salaries and benefits amounted to $3,610,000 for
the nine months ended September 30, 2004, an increase of $295,000,
or 8.9% over the first nine months of 2003. Net occupancy expense
amounted to $1,044,000 for the nine months ended September 30, 2004,
an increase of $140,000, or 15.5% from 2003. Other non interest
expenses amounted to $2,235,000 for the nine months ended September
30, 2004, an increase of $305,000, or 15.8% over the first nine
months of 2003. Even with the increase in non interest expenses in
2003, our overall non interest expense continues at less than 2% of
average assets on an annualized basis. This places us among the
leaders of our peer financial institutions at controlling non
interest expense.
INCOME TAXES
Effective tax planning has helped produce favorable net income.
The effective total income tax rate was 18.2% for the third quarter
of 2004 as compared to 21.1% for the third quarter of 2003. For the
nine months ended September 30, 2004, our tax liability amounted to
$1,384,000 for an effective tax rate of 20.3% as compared to an
effective tax rate of 21.1% for the first nine months of 2003. The
decrease in our effective tax rate was due primarily to the tax
savings derived from our investment in bank owned life insurance and
additional investment in municipal securities.
16
ANALYSIS OF FINANCIAL CONDITION
ASSETS
Total assets increased to $497,599,000 as of September 30,
2004, an increase of $15,759,000, or 3.3% over year end 2003. Total
deposits increased to $363,276,000 as of September 30, 2004, an
increase of $20,256,000, or 5.9% over year end 2003.
The Corporation used the increase in total deposits to fund
primarily an increase in earnings assets, in particular, total loans
and investment securities. Borrowings increased $1,480,000 from
December 31, 2003. Short term borrowings decreased to $9,260,000 as
of September 30, 2004, down $11,745,000 from year end 2003. Long
term borrowings increased to $66,910,000 as of September 30, 2004,
up $62,945,000 from year-end 2003.
EARNING ASSETS
Our primary earning asset, loans, net of unearned income
increased to $234,009,000 as of September 30, 2004, up $4,936,000,
or 2.2% since year end 2003. The loan portfolio is well diversified
and increases in the portfolio have been primarily from increased
originations of real estate loans and commercial loans secured by
real estate.
In addition to loans, another primary earning asset is our
investment portfolio which also increased in size from December 31,
2003, to September 30, 2004. Held to maturity securities amounted
to $3,380,000 as of September 30, 2004, a decrease of $1,849,000, or
35.4% since year end 2003. However, available for sale securities
increased to $228,192,000 as of September 30, 2004, an increase of
$2,149,000, or 1.0% from year end 2003. Interest bearing deposits
with banks increased to $9,034,000 on September 30, 2004, as
compared to $28,000 as of December 31, 2003.
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 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 company was required to adopt Financial Accounting
Standards Board Statement No. 114, "Accounting by Creditors for
Impairment of a Loan" - Refer to Note 5 above for details.
17
NON-PERFORMING ASSETS
Non performing assets consist of non accrual and restructured
loans, other real estate and foreclosed assets, together with the
loans past due 90 days or more and still accruing. As of September
30, 2004, total non-performing assets were $4,462,000 as compared to
$768,000 on December 31, 2003. Non-performing assets to total loans
and foreclosed assets was 1.91% as of September 30, 2004, and .34%
as of December 31, 2003.
Interest income received on non performing loans as of
September 30, 2004, was $128,488 compared to $37,669 as of December
31, 2003. Interest income, which would have been recorded on these
loans under the original terms as of September 30, 2004, and
December 31, 2003, was $206,040 and $60,778, respectively. As of
September 30, 2004 and December 31, 2003, there was 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 by
$20,256,000 as non interest bearing deposits increased by
$12,817,000 and interest bearing deposits increased by $7,439,000 as
of September 30, 2004, from year end 2003. Total short term and
long term borrowings which increased by $1,480,000 from year end
2003 also helped fund the growth in loans and investment securities.
CAPITAL STRENGTH
Normal increases in capital are generated by net income, less
cash dividends paid out. Also, accumulated other comprehensive
income derived from unrealized gains on investment securities
available-for-sale increased shareholders' equity, or capital net of
taxes, by $5,079,000 as of September 30, 2004, and $5,489,000 as of
December 31, 2003. Our stock repurchase plan repurchased 149,764
shares as treasury stock as of September 30, 2004 and 152,600 shares
as treasury stock as of December 31, 2003. This had an effect of
our reducing our total stockholders' equity by $4,559,000 on
September 30, 2004, and $4,655,000 as of December 31, 2003.
Total stockholders' equity was $54,125,000 as of September 30,
2004, and $51,351,000 as of December 31, 2003. Leverage ratio and
risk based capital ratios remain very strong. As of September 30,
2004, our leverage ratio was 9.85% compared to 9.83% as of December
31, 2003. In addition, Tier I risk based capital and total risk
based capital ratio as of September 30, 2004, were 16.30% and
17.77%, respectively. The same ratios as of December 31, 2003, were
14.82% and 16.11%, 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 discount window, Atlantic Central Bankers Bank, or the Federal
Home Loan Bank.
18
Item 3. 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.
19
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
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
______ _________ _________ ________ ________
July 1 -
July 31,
2004 -- -- -- 85,332
August 1 -
August 31,
2004 -- -- -- 85,332
September 1 -
September 30,
2004 -- -- -- 85,332
Total -- -- -- 85,332
This chart has not been adjusted to reflect the 50% stock dividend declared
April 13, 2004, to shareholders of record as of April 27, 2004, payable May
11, 2004.
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, April 20, 2004, at
10:00 a.m.
Votes Votes
Directors Elected Votes For Against Withheld
_________________ _________ ______ _______
John E. Arndt 2,050,340 7,383 0
J. Gerald Bazewicz 2,057,053 670 0
Robert E. Bull 2,056,142 1,581 0
Broker
Directors Elected Abstentions Non-Votes
_________________ ___________ _________
John E. Arndt 0 0
J. Gerald Bazewicz 0 0
Robert E. Bull 0 0
20
Directors Continuing:
____________________
Don E. Bower, term expires in 2005
John L. Coates, term expires in 2005
Dudley P. Cooley, term expires in 2005
Budd L. Beyer, term expires in 2006
Frederick E. Crispin, Jr., term expires in 2006
Jerome F. Fabian, term expires in 2006
Robert J. Wise, term expires in 2006
Matters Voted Upon:
__________________
Selection of J. H. Williams & Co. LLP, as auditors for the
Corporation.
Votes For - 2,057,136
Votes Against - 474
Votes Withheld - 0
Abstentions - 113
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.
21
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 10-Q for the
quarter ended March 31, 2001).
3ii By-Laws, as amended (Incorporated by
reference to Exhibit 3(ii) to the
Registrant's Report on Form 10-Q for the
quarter ended March 31, 2001).
10.1 Supplemental Employee Retirement Plan
(Incorporated by reference to Exhibit 10 to
Registrant's Annual Report on Form 10-K for
the year ended December 31, 2000).
10.2 Management Incentive Compensation Plan
(Incorporated by reference to Exhibit 10 to
Registrant's Report on Form 10-Q for the
quarter ended September 30, 2001).
10.3 Profit Sharing Plan (Incorporated by
reference to Exhibit 10 to Registrant's
Report on Form 10-Q for the quarter ended
September 30, 2001).
10.4 First Keystone Corporation 1998 Stock
Incentive Plan (Incorporated by reference to
Exhibit 10 to Registrant's Report on Form 10Q
for the quarter ended September 30, 2001).
14 Code of Ethics (Incorporated by reference to
Exhibit 14 to the Registrant's Annual Report
on 10-K for the year ended December 31,
2003).
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.
(b) During the quarter ended September 30, 2004, the
registrant filed the following reports on Form 8-K:
Date of Report Item Description
______________ ____ ___________
July 20, 2004 12 Press release announcing earnings for
the quarter ended June 30, 2004
22
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
November 9, 2004 /s/ J. Gerald Bazewicz
J. Gerald Bazewicz
President and
Chief Executive Officer
(Principal Executive Officer)
November 9, 2004 /s/ David R. Saracino
David R. Saracino
Treasurer/Chief Financial Officer
(Principal Accounting Officer)
23
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 10-Q for the
quarter ended March 31, 2001)
3ii By-Laws, as amended (Incorporated by reference
to Exhibit 3(ii) to the Registrant's Report on
Form 10-Q for the quarter ended March 31, 2001)
9 None.
10.1 Supplemental Employee Retirement Plan
(Incorporated by reference to Exhibit 10 to
Registrant's Annual Report on Form 10-K for the
year ended December 31, 2000)
10.2 Management Incentive Compensation Plan
(Incorporated by reference to Exhibit 10 to
Registrant's Report on Form 10-Q for the quarter
ended September 30, 2001)
10.3 Profit Sharing Plan (Incorporated by reference
to Exhibit 10 to Registrant's Report on Form 10Q
for the quarter ended September 30, 2001)
10.4 First Keystone Corporation 1998 Stock Incentive
Plan (Incorporated by reference to Exhibit 10 to
Registrant's Report on Form 10-Q for the quarter
ended September 30, 2001)
14 Code of Ethics (Incorporated by reference to
Exhibit 14 to the Registrant's Annual Report on
10-K for the year ended December 31, 2003).
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.
24