UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 for the quarterly period ended
Transition
report pursuant to Section 13 or 15(d) of the Exchange Act for the transition
period from ____ to _____
|
FIRST
COMMUNITY CORPORATION |
|
(Exact name of registrant as specified in
its charter) |
|
|
|
|
|
(State of |
|
|
|
|
|
5455 Sunset Boulevard, |
|
(Address of Principal Executive Offices) |
(803) 951-2265
(Registrant’s
Telephone Number, Including Area Code)
(Former Name,
Former Address and Former Fiscal Year, if Changed Since Last Report)
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.
Large
accelerated filer Accelerated
filer Non-accelerated filer x
Indicate by check mark whether the registrant is 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 equity, as of the latest practicable date:
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Shareholders’ Equity and Comprehensive Income (loss)
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures
About Market Risk
Item 4. Controls and Procedures
Item 1A. Risk Factors
Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon
Senior Securities
Item 4. Submission of
Matters to a Vote of Security Holders
Item 5. Other
Information
Item 6. Exhibits
INDEX TO EXHIBITS
SIGNATURES
EX-31.1 RULE
13A-14(A) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
EX-31.2 RULE 13A-14(A)
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
EX-32 SECTION 1350
CERTIFICATIONS
Item 1. Financial Statements
FIRST COMMUNITY CORPORATION
CONSOLIDATED BALANCE SHEETS
|
|
|
September 30, |
|
|
|
|
|
2007 |
|
December 31, |
|
|
|
(Unaudited) |
|
2006 |
|
ASSETS |
|
|
|
|
|
Cash and due from
banks |
$ |
10,492,919 |
$ |
10,021,781 |
|
Interest-bearing
bank balances |
|
166,384 |
|
47,786 |
|
Federal funds sold
and securities purchased under
agreements to resell |
|
10,239,079 |
|
17,745,404 |
|
Investment
securities - available for sale |
|
172,983,980 |
|
165,826,684 |
|
Investment
securities - held to maturity (market value of |
|
|
|
|
|
$6,334,359 and $6,509,148 at |
|
|
|
|
|
|
|
6,322,433 |
|
6,488,796 |
|
Investment
securities, at fair value |
|
2,978,441 |
|
- |
|
Other investments,
at cost |
|
5,156,595 |
|
4,207,794 |
|
Loans |
|
302,828,777 |
|
275,188,567 |
|
Less, allowance for loan losses |
|
3,525,495 |
|
3,214,624 |
|
Net loans |
|
299,303,282 |
|
271,973,943 |
|
Property, furniture
and equipment - net |
|
20,266,788 |
|
20,960,332 |
|
Bank owned life insurance |
|
9,904,548 |
|
9,606,657 |
|
Goodwill |
|
27,761,219 |
|
27,761,219 |
|
Intangible assets |
|
2,150,690 |
|
2,652,917 |
|
Other assets |
|
10,024,431 |
|
10,762,430 |
|
Total assets |
$ |
577,750,789 |
$ |
548,055,743 |
|
LIABILITIES |
|
|
|
|
|
Deposits: |
|
|
|
|
|
Non-interest bearing demand |
$ |
80,001,452 |
$ |
73,676,415 |
|
NOW and money market accounts |
|
86,768,003 |
|
114,842,382 |
|
Savings |
|
28,178,024 |
|
26,134,834 |
|
Time deposits less than $100,000 |
|
121,873,671 |
|
119,082,462 |
|
Time deposits $100,000 and over |
|
96,479,828 |
|
81,205,314 |
|
Total deposits |
|
413,300,978 |
|
414,941,407 |
|
Securities sold
under agreements to repurchase |
|
26,699,400 |
|
19,472,580 |
|
Federal Home Loan
Bank Advances |
|
51,416,383 |
|
29,757,545 |
|
Federal Home Loan
Bank Advances, at fair value |
|
1,519,799 |
|
- |
|
Long term debt |
|
15,464,000 |
|
15,464,000 |
|
Other borrowed money
|
|
124,014 |
|
148,886 |
|
Other liabilities |
|
5,054,552 |
|
5,063,674 |
|
Total liabilities |
|
513,579,126 |
|
484,848,092 |
|
SHAREHOLDERS’ EQUITY |
|
|
|
|
|
Preferred stock, par
value $1.00 per share; 10,000,000 |
|
|
|
|
|
shares authorized; none issued and
outstanding |
|
|
|
|
|
Common stock, par
value $1.00 per share; 10,000,000 shares authorized; |
|
|
|
|
|
issued and outstanding 3,222,923 and;
3,264,608 September 30., 2007 |
|
|
|
|
|
and |
|
3,222,923 |
|
3,264,608 |
|
Additional paid in
capital |
|
48,796,418 |
|
49,695,346 |
|
Retained earnings |
|
13,591,833 |
|
12,033,065 |
|
Accumulated other
comprehensive income |
|
(1,439,511) |
|
(1,785,368) |
|
Total shareholders’ equity |
|
64,171,663 |
|
63,207,651 |
|
Total liabilities and shareholders’
equity |
$ |
577,750,789 |
$ |
548,055,743 |
|
FIRST
COMMUNITY CORPORATION |
|||||||
|
CONSOLIDATED
STATEMENTS OF INCOME |
|||||||
|
|
|
|
Nine |
|
Nine |
|
|
|
|
|
|
Months
Ended |
|
Months
Ended |
|
|
|
|
|
|
September
30, |
|
September
30, |
|
|
|
|
|
|
2007 |
|
2006 |
|
|
|
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
Interest
income: |
|
|
|
|
|
|
|
|
Loans, including fees |
|
|
$ 16,493,118 |
|
$ 13,360,784 |
|
|
|
Taxable securities |
|
|
5,695,640 |
|
5,595,882 |
|
|
|
Non-taxable securities |
|
|
325,252 |
|
226,806 |
|
|
|
Federal funds sold and securities purchased |
|
|
|
|
|
|
|
|
under resale agreements |
|
|
290,251 |
|
523,768 |
|
|
|
Other |
|
|
31,706 |
|
56,107 |
|
|
|
Total interest income |
|
|
22,835,967 |
|
19,763,347 |
|
|
|
Interest
expense: |
|
|
|
|
|
|
|
|
Deposits |
|
|
8,773,646 |
|
6,991,422 |
|
|
|
Federal funds sold and securities sold
under agreement |
|
|
|
|
|
|
|
|
to repurchase |
|
|
853,140 |
|
528,804 |
|
|
|
Other borrowed money |
|
|
1,923,836 |
|
1,695,081 |
|
|
|
Total interest expense |
|
|
11,550,622 |
|
9,215,307 |
|
|
|
Net
interest income |
|
|
11,285,345 |
|
10,548,040 |
|
|
|
Provision
for loan losses |
|
|
359,975 |
|
388,724 |
|
|
|
Net
interest income after provision for loan losses |
|
|
10,925,370 |
|
10,159,316 |
|
|
|
Non-interest
income: |
|
|
|
|
|
|
|
|
Deposit service charges |
|
|
1,971,559 |
|
1,774,796 |
|
|
|
Mortgage origination fees |
|
|
258,193 |
|
379,497 |
|
|
|
Commission on sale of non deposit products |
|
|
218,699 |
|
260,800 |
|
|
|
Gain (loss) on sale of securities |
|
|
73,694 |
|
(69,040) |
|
|
|
Gain on early extinguishment of debt |
|
|
- |
|
159,416 |
|
|
|
Fair value gain (loss) adjustments |
|
|
45,793 |
|
89,618 |
|
|
|
Other |
|
|
1,038,090 |
|
759,193 |
|
|
|
Total non-interest income |
|
|
3,606,028 |
|
3,354,280 |
|
|
|
Non-interest
expense: |
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
5,448,125 |
|
5,145,212 |
|
|
|
Occupancy |
|
|
911,578 |
|
688,936 |
|
|
|
Equipment |
|
|
949,280 |
|
895,502 |
|
|
|
Marketing and public relations |
|
|
375,643 |
|
248,688 |
|
|
|
Amortization of intangibles |
|
|
502,228 |
|
469,121 |
|
|
|
Other |
|
|
2,425,930 |
|
2,311,469 |
|
|
|
Total non-interest expense |
|
|
10,612,784 |
|
9,758,928 |
|
|
|
|
|
|
|
|
|
|
|
|
Income
before taxes |
|
|
3,918,614 |
|
3,754,668 |
|
|
|
Income
taxes |
|
|
1,151,852 |
|
1,114,155 |
|
|
|
Net income |
|
|
$
2,766,762 |
|
$
2,640,513 |
|
|
|
Basic
earnings per common share |
|
|
$
0.85 |
|
$
0.87 |
|
|
|
Diluted
earnings per common share |
|
|
$
0.84 |
|
$
0.84 |
|
|
|
FIRST
COMMUNITY CORPORATION |
||||
|
CONSOLIDATED
STATEMENTS OF INCOME |
||||
|
|
|
Three |
|
Three |
|
|
|
Months
Ended |
|
Months
Ended |
|
|
|
September
30, |
|
September
30, |
|
|
|
2007 |
|
2006 |
|
|
|
(Unaudited) |
|
(Unaudited) |
|
Interest
income: |
|
|
|
|
|
Loans, including fees |
|
$
5,754,554 |
|
$
5,011,246 |
|
Taxable securities |
|
2,000,203 |
|
2,034,786 |
|
Non-taxable securities |
|
107,948 |
|
95,028 |
|
Federal funds sold and securities purchased |
|
|
|
|
|
under resale agreements |
|
119,862 |
|
127,693 |
|
Other |
|
14,014 |
|
19,709 |
|
Total interest income |
|
7,996,581 |
|
7,288,462 |
|
Interest
expense: |
|
|
|
|
|
Deposits |
|
3,090,112 |
|
2,700,583 |
|
Federal funds sold and securities sold
under |
|
|
|
|
|
agreement to repurchase |
|
290,817 |
|
236,882 |
|
Other borrowed money |
|
706,658 |
|
600,375 |
|
Total interest expense |
|
4,087,587 |
|
3,537,840 |
|
Net
interest income |
|
3,908,994 |
|
3,750,622 |
|
Provision
for loan losses |
|
134,475 |
|
140,395 |
|
Net
interest income after provision for loan losses |
|
3,774,519 |
|
3,610,227 |
|
Non-interest
income: |
|
|
|
|
|
Deposit service charges |
|
714,242 |
|
652,230 |
|
Mortgage origination fees |
|
76,955 |
|
132,916 |
|
Commission on sale of non deposit products |
|
75,266 |
|
54,170 |
|
Gain on sale of investments |
|
- |
|
342 |
|
Fair value gain (loss) adjustments |
|
138,161 |
|
(47,266) |
|
Other |
|
358,658 |
|
283,340 |
|
Total non-interest income |
|
1,363,282 |
|
1,075,732 |
|
Non-interest
expense: |
|
|
|
|
|
Salaries and employee benefits |
|
1,838,619 |
|
1,764,918 |
|
Occupancy |
|
340,246 |
|
276,534 |
|
Equipment |
|
316,610 |
|
320,449 |
|
Marketing and public relations |
|
96,817 |
|
101,733 |
|
Amortization of intangibles |
|
167,409 |
|
167,398 |
|
Other |
|
713,416 |
|
776,341 |
|
Total non-interest expense |
|
3,473,117 |
|
3,407,373 |
|
|
|
|
|
|
|
Income
before tax |
|
1,664,684 |
|
1,278,586 |
|
Income tax |
|
516,588 |
|
375,680 |
|
Net
income |
|
$
1,148,096 |
|
$
902,906 |
|
Basic
earnings per common share |
|
$
0.35 |
|
$
0.28 |
|
Diluted
earnings per common share |
|
$
0.35 |
|
$
0.27 |
|
FIRST COMMUNITY
CORPORATION |
||||||
|
Statement of Changes
in Shareholder's Equity and Comprehensive Income |
||||||
|
Nine Months ended |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
Additional |
|
Other |
|
|
|
Shares |
Common |
Paid-in |
Retained |
Comprehensive |
|
|
|
Issued |
Stock |
Capital |
Earnings |
Income (loss) |
Total |
|
|
|
|
|
|
|
|
|
Balance, |
2,848,627 |
$2,848,627 |
$42,352,205 |
$
9,240,088 |
$
(3,674,135) |
$50,766,785 |
|
Comprehensive
Income: |
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
Accumulated other |
|
|
|
2,640,513 |
|
2,640,513 |
|
comprehensive loss net of |
|
|
|
|
|
|
|
income tax benefit of $667,600 |
|
|
|
|
1,192,865 |
|
|
Less: reclassification |
|
|
|
|
|
|
|
adjustment for gains included |
|
|
|
|
|
|
|
in net income, net of tax |
|
|
|
|
|
|
|
of $24,284 |
|
|
|
|
45,098 |
|
|
Other comprehensive loss |
|
|
|
|
1,237,963 |
1,237,963 |
|
Total comprehensive
income |
|
|
|
|
|
3,878,476 |
|
Dividends paid
($0.17 per share) |
|
|
|
(512,582) |
|
(512,582) |
|
Stock issued in
acquisition |
364,034 |
364,034 |
7,212,859 |
|
|
7,576,893
|
|
Common stock
repurchased |
(54,600) |
(54,600) |
(919,261) |
|
|
(973,861) |
|
Options exercised |
98,438 |
98,438 |
745,477 |
|
|
843,915 |
|
Dividend
reinvestment plan |
6,562 |
6,562 |
107,634 |
|
|
114,196 |
|
Balance, |
3,263,061 |
$3,263,061 |
$49,498,914 |
$11,368,019 |
$
(2,436,172) |
$61,693,822 |
|
|
|
|
|
|
|
|
|
Balance, |
3,264,608 |
$3,264,608 |
$49,695,346 |
$12,033,065 |
$
(1,785,368) |
$63,207,651 |
|
Comprehensive Income: |
|
|
|
|
|
|
|
Net income |
|
|
|
2,766,762 |
|
2,766,762 |
|
Cummulative adjustment to initially |
|
|
|
|
|
|
|
apply FASB Statement No. 159 |
|
|
|
(559,678) |
559,678 |
|
|
Accumulated other |
|
|
|
|
|
|
|
comprehensive loss net of |
|
|
|
|
|
|
|
income tax benefit of $667,600 |
|
|
|
|
- |
|
|
Less: reclassification |
|
|
|
|
(165,920) |
|
|
adjustment for gains included |
|
|
|
|
|
|
|
in net income, net of tax |
|
|
|
|
|
|
|
net of tax of $25,793 |
|
|
|
|
(47,901) |
|
|
Other comprehensive loss |
|
|
|
|
(213,821) |
(213,821) |
|
Total comprehensive
income |
|
|
|
|
|
2,552,941 |
|
Dividends paid
($0.20 per share) |
|
|
|
(648,316) |
|
(648,316) |
|
Common stock
repurchased |
(104,513) |
(104,513) |
(1,686,948) |
|
|
(1,791,461) |
|
Options exercised |
54,230 |
54,230 |
660,692 |
|
|
714,922 |
|
Dividend
reinvestment plan |
8,598 |
8,598 |
127,328 |
|
|
135,926 |
|
Balance, |
3,222,923 |
$3,222,923 |
$48,796,418 |
$13,591,833 |
$
(1,439,511) |
$ 64,171,663 |
|
FIRST COMMUNITY
CORPORATION |
||||||
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS |
||||||
|
|
|
|
|
Nine months ended September
30, |
||
|
|
|
|
|
2007 |
|
2006 |
|
Cash flows from
operating activities: |
|
|
|
|
|
|
|
Net income |
|
|
$ |
2,766,762 |
$ |
2,640,513 |
|
Adjustments to reconcile net income to |
|
|
|
|
|
|
|
net cash used in operating activities: |
|
|
|
|
|
|
|
Depreciation |
|
|
|
825,828 |
|
724,118 |
|
Premium amortization (Discount
accretion) |
|
|
(533,987) |
|
(346,216) |
|
|
Amortization of intangibles |
|
|
|
502,228 |
|
469,133 |
|
Provision for loan losses |
|
|
|
359,975 |
|
388,724 |
|
(Gain) loss on sale of securities |
|
|
|
(73,694) |
|
69,040 |
|
Gain on extinguishment of debt |
|
|
|
- |
|
(159,416) |
|
Net (increase) decrease in fair value
option instruments and derivatives |
|
(45,792) |
|
(89,618) |
||
|
Increase (decrease) in other assets |
|
|
601,698 |
|
419,668 |
|
|
Decrease in other liabilities |
|
|
|
(9,122) |
|
263,886 |
|
Net cash provided by operating
activities |
|
|
4,393,896 |
|
4,379,832 |
|
|
Cash flows form
investing activities: |
|
|
|
|
|
|
|
Purchase of investment securities
available-for-sale |
|
|
(41,271,466) |
|
(33,659,888) |
|
|
Maturity of investment securities
available-for-sale |
|
|
23,159,061 |
|
20,941,877 |
|
|
Proceeds from sale of securitites
available-for-sale |
|
|
6,356,924 |
|
21,310,446 |
|
|
Maturity of investment securities
held-to-maturity |
|
|
148,686 |
|
-
|
|
|
Purchase of securities held-for-trading |
|
|
(3,098,097) |
|
- |
|
|
Maturity of securities-held-for-trading |
|
|
|
156,166 |
|
- |
|
Proceeds from sale of securities
held-for-trading |
|
|
3,463,665 |
|
- |
|
|
Increase in loans |
|
|
|
(27,552,782) |
|
(21,627,480) |
|
Net cash disbursed in business combination |
|
|
- |
|
(1,229,598) |
|
|
Purchase of Bank Owned Life Insurance |
|
|
- |
|
(3,500,000) |
|
|
Purchase of property and equipment |
|
|
|
(132,284) |
|
(3,270,783) |
|
Net cash used in investing
activities |
|
|
(38,770,127) |
|
(21,035,426) |
|
|
Cash flows from
financing activities: |
|
|
|
|
|
|
|
Increase (decrease) in deposit accounts |
|
|
(1,640,429) |
|
22,288,205 |
|
|
Increase in securities sold under agreements
to repurchase |
|
7,226,820 |
|
4,527,350 |
||
|
Decrease in other borrowings |
|
|
|
(24,872) |
|
(53,687) |
|
Advances from the Federal Home Loan Bank |
|
|
45,000,000 |
|
9,000,000 |
|
|
Repayment of Advances from the Federal Home
Loan Bank |
|
(23,012,948) |
|
(18,091,649) |
||
|
Advances from FHLB, fair value option |
|
|
1,500,000 |
|
- |
|
|
Procceeds from exercise of stock options |
|
|
714,922 |
|
843,915 |
|
|
Cash dividends paid |
|
|
|
(648,316) |
|
(512,582) |
|
Purchase of common stock |
|
|
|
(1,791,461) |
|
(973,861) |
|
Divedend reinvestment plan |
|
|
|
135,926 |
|
114,196 |
|
Net cash provided from financing
activities |
|
|
27,459,642 |
|
17,141,887 |
|
|
Net increase in cash
and cash equivalents |
|
|
(6,916,589) |
|
486,293 |
|
|
Cash and cash
equivalents at beginning of period |
|
|
27,814,971 |
|
12,864,146 |
|
|
Cash and cash
equivalents at end of period |
|
$ |
20,898,382 |
$ |
$
13,350,439 |
|
|
Supplemental
disclosure: |
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
Interest |
|
|
|
$
10,673,161 |
|
$
8,527,288 |
|
Taxes |
|
|
|
$
250,000 |
|
$
472,647 |
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
Unrealized gain (loss) on securities available-for-sale |
|
|
$
337,868 |
|
$
1,925,786 |
|
Notes to Consolidated
Financial Statements
Note 1 - Basis of Presentation
In the opinion of management, the accompanying unaudited
consolidated balance sheets, the consolidated statements of income, the
consolidated statements of changes in shareholders’ equity, and the
consolidated statements of cash flows of First Community Corporation (“the
Company”) present fairly in all material respects the Company’s financial
position at September 30, 2007 and December 31, 2006, the Company’s results of
operations for the six and three months ended September 30, 2007 and 2006, and
the Company’s cash flows for the six and three months ended September 30, 2007 and
2006. The results of operations for the six and three months ended
In the opinion of management, all adjustments necessary to fairly present the consolidated financial position and consolidated results of operations have been made. All such adjustments are of a normal, recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements and notes thereto are presented in accordance with the instructions for Form 10-Q. The information included in the Company’s 2006 Annual Report on Form 10-K should be referred to in connection with these unaudited interim financial statements.
The Company is not an accelerated filer as defined in Rule 12b-2 of the Exchange Act. As a result, the Company qualifies for the extended compliance period with respect to the accountants report on management’s assessment of internal control over financial reporting and management’s annual report on internal control over financial reporting required by PCAOB Auditing Standards No. 5.
Note 2 – Earnings Per Share
The following reconciles the numerator and denominator of the basic and diluted earnings per share computation:
|
|
|
|
|
|
Nine months ended September 30, |
Three months ended September 30, |
||
|
|
|
|
|
|
2007 |
2006 |
2007 |
2006 |
|
|
|
Numerator (Included in basic and |
|
|
|
|
||
|
|
|
diluted earnings per share) |
$ 2,766,762 |
$ 2,640,513 |
$ 1,148,096
|
$ 902,906
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator |
|
|
|
|
|
|
|
|
|
Weighted average common shares |
|
|
|
|
||
|
|
|
Outstanding for: |
|
|
|
|
|
|
|
|
|
Basic earnings per share |
3,240,665
|
3,041,824 |
3,237,183 |
3,267,820
|
||
|
|
|
Dilutive securities: |
|
|
|
|
||
|
|
|
Stock options - Treasury |
|
|
|
|
||
|
|
|
Stock method |
54,061 |
96,075 |
44,574 |
94,097 |
||
|
|
|
Diluted earnings per share |
3,294,726
|
3,137,899
|
3,281,757
|
3,361,917
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
The average market price used in |
|
|
|
|
||
|
|
|
calculating assumed number of |
|
|
|
|
||
|
|
|
Shares |
|
|
$
16.65 |
$
18.06 |
$
15.94 |
$
17.99 |
Note 3 –SFAS No. 159 (“SFAS 159”) “The Fair Value
Option for Financial assets and Financial Liabilities”
The Company adopted the provisions of SFAS 159 effective
The following summarizes the effect of reclassifying the
securities as of
|
|
Amortized Cost |
Unrealized Loss |
Fair Value |
|
Available-for-sale securities (1) |
$4,258,774 |
$861,044 |
$3,397,730 |
|
|
|
|
|
|
Deferred tax effect of unrealized loss |
|
$301,366 |
|
|
Cumulative effect adjustment
(reclassification from accumulated other comprehensive loss and charge
to retained earnings) |
|
$559,678 |
|
(1) The investments were carried at fair value,
in the available-for-sale portfolio, on the balance sheet prior to adoption. Therefore, there was no effect on the net
carrying value at
Following the initial measurement date, ongoing unrealized gains or losses on these securities as well as other financial instruments for which fair value reporting is elected are reported in earnings at each subsequent reporting date. The securities selected to be accounted for under the fair value option were all of the Company’s structured corporate bonds that did not contain an interest rate floor. These securities were selected as the coupons on these bonds had decreased to a minimal level. By reclassifying these securities the Company is positioned to improve net interest income and the net interest margin on this segment of its investment portfolio.
In connection with the adoption of SFAS 159, the Company
was required to adopt SFAS No. 157, “Fair Value Measurement” (“SFAS 157”). SFAS 157 defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles,
and expands disclosures about fair value measurements. The following table summarizes quantitative
disclosures about the fair value measurement for each category of assets and
liabilities carried at fair value as of
|
Description |
September 30, 2007 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3)(1) |
|
Trading securities |
$ 2,978,441 |
$ --- |
$ 2,978,441 |
$
--- |
|
Available for sale
securities |
172,983,980 |
933,937 |
171,540,756 |
509,287
|
|
Interest rate cap/floor |
343,471 |
--- |
--- |
343,471 |
|
Federal Home Loan
Bank Advance |
( 1,519,799) |
--- |
|
(1,519,799) |
|
Total |
$ 174,786,093 |
$
933,937 |
$ 174,519,197 |
$ (
667,041) |
|
|
|
|
|
|
The following tables reflect the changes in fair values for the nine and three month periods ended Septemebr 30, 2007 and where these changes are included in the income statement.
|
|
Changes in Fair Values for the nine month period ended, |
|||
|
Description |
Gain (loss) on sale of securities |
Non-interest income - Other |
Total changes in Fair Values included in current earnings |
|
|
Trading securities |
$ 69,405 |
$ 28,047 |
$
97,452 |
|
|
Interest rate
cap/floor |
|
37,544 |
37,544 |
|
|
Federal Home Loan
Bank Advance |
|
(19,798) |
(19,798) |
|
|
Total |
$ 69,405 |
$ 45,793 |
$115,198 |
|
|
|
Changes in Fair Values for the three month period ended, |
|||
|
Description |
Gain (loss) on sale of securities |
Non-interest income - Other |
Total changes in Fair Values included in current earnings |
|
|
Trading securities |
$ - |
$
64,991 |
$
64,991 |
|
|
Interest rate
cap/floor |
|
92,008 |
92,008 |
|
|
Federal Home Loan
Bank Advance |
|
(
18,838) |
(
18,838) |
|
|
Total |
$ - |
$138,161 |
$138,161 |
|
.Note 4 - Recently Issued Accounting Pronouncements
The following is a summary of recent authoritative pronouncements that could impact the accounting, reporting, and or disclosure of financial information by the Company.
In July 2006, the FASB issued FASB Interpretation No. 48
(“FIN 48”), “Accounting for Uncertainty in Income Taxes”. FIN 48 clarifies the
accounting for uncertainty in income taxes recognized in enterprises’ financial
statements in accordance with FASB Statement No. 109, “Accounting for Income
Taxes”. FIN 48 prescribes a recognition threshold and measurement attributable
for the financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. FIN 48 also provides guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosures and transitions. FIN 48 is effective for fiscal years
beginning after
In September 2006, the FASB issued SFAS No. 157, “Fair
Value Measurements.” SFAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. This standard does not require any
new fair value measurements, but rather eliminates inconsistencies found in
various prior pronouncements. SFAS 157
is effective for the Company on
In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit
Pension and Other Postretirement Plans” (“SFAS 158”), which
amends SFAS 87 and SFAS 106 to require recognition of the over funded or under
funded status of pension and other postretirement benefit plans on the balance
sheet. Under SFAS 158, gains and losses, prior service costs and credits, and
any remaining transition amounts under SFAS 87 and SFAS 106 that have not yet
been recognized through net periodic benefit cost will be recognized in
accumulated other comprehensive income, net of tax effects, until they are
amortized as a component of net periodic cost. The measurement date — the date
at which the benefit obligation and plan assets are measured — is required to
be the company’s fiscal year end. SFAS 158 is effective for publicly held
companies for fiscal years ending after
In September, 2006, The FASB
ratified the consensuses reached by the FASB’s Emerging Issues Task Force
(“EITF”) relating to EITF 06-4 “Accounting for the Deferred Compensation and
Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance
Arrangements”. EITF 06-4 addresses
employer accounting for endorsement split-dollar life insurance arrangements
that provide a benefit to an employee that extends to postretirement periods
should recognize a liability for future benefits in accordance with SFAS No.
106, “Employers’ Accounting
for Postretirement Benefits Other Than Pensions”, or
Accounting Principles Board (“APB”) Opinion No. 12, “Omnibus Opinion—1967”. EITF 06-4 is effective for fiscal
years beginning after
In September 2006, the FASB ratified
the consensus reached related to EITF 06-5,
“Accounting for Purchases of Life Insurance—Determining the Amount That
Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4,
Accounting for Purchases of Life Insurance.” EITF 06-5 states that a
policyholder should consider any additional amounts included in the contractual
terms of the insurance policy other than the cash surrender value in
determining the amount that could be realized under the insurance
contract. EITF 06-5 also states that a policyholder should determine the
amount that could be realized under the life insurance contract assuming the
surrender of an individual-life by individual-life policy (or certificate by
certificate in a group policy). EITF 06-5 is effective for fiscal years
beginning after
In February 2007, the FASB issued SFAS No. 159, “The Fair
Value Option for Financial Assets and Financial Liabilities - Including an
amendment of FASB Statement No. 115.” This statement permits, but does
not require, entities to measure many financial instruments at fair value.
The objective is to provide entities with an opportunity to mitigate
volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. Entities electing this option will apply it when the entity
first recognizes an eligible instrument and will report unrealized gains and
losses on such instruments in current earnings. This statement (1) applies to
all entities, (2) specifies certain election dates, (3) can be applied on an
instrument-by-instrument basis with some exceptions, (4) is irrevocable, and
(5) applies only to entire instruments. One exception is demand deposit
liabilities which are explicitly excluded as qualifying for fair value.
With respect to SFAS 115, available-for-sale and held-to-maturity
securities at the effective date are eligible for the fair value option at that
date. The cumulative unrealized gains and losses on those securities at
the date of adoption are to be included in the cumulative-effect adjustment and
thereafter, such securities are accounted for as trading securities. SFAS
159 is effective for the Company on
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations and cash flows.
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
This Report contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on many assumptions and estimates and are not guarantees of future performance. Our actual results may differ materially from those projected in any forward-looking statements, as they will depend on many factors about which we are unsure, including many factors, which are beyond our control. The words “may,” “would,” “could,” “will,” “expect,” “anticipate,” “believe,” “intend,” “plan,” and “estimate,” as well as similar expressions, are meant to identify such forward-looking statements. Potential risks and uncertainties include, but are not limited to, those described under the heading “Risk Factors” in our 2006 Annual Report on Form 10-K and the following:
· increases in competitive pressure in the banking and financial services industries;
· changes in the interest rate environment which could reduce anticipated or actual margins;
· changes in political conditions or the legislative or regulatory environment;
· general economic conditions, either nationally or regionally and especially in our primary service area, becoming less favorable than expected resulting in, among other things, a deterioration in credit quality;
· changes occurring in business conditions and inflation;
· changes in technology;
· changes in deposit flows;
· the level of allowance for loan loss;
· the rate of delinquencies and amounts of charge-offs;
· the rates of loan growth;
· adverse changes in asset quality and resulting credit risk-related losses and expenses;
· changes in monetary and tax policies;
· loss of consumer confidence and economic disruptions resulting from terrorist activities;
· changes in the securities markets; and
· other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission.
We undertake no obligation to publicly update or otherwise revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Overview
The following discussion describes our results of
operations for the three and nine month periods ended Septemebr 30, 2007 as
compared to the three and nine month periods ended
Of course, there are risks inherent in all loans, so we maintain an allowance for loan losses to absorb probable losses on existing loans that may become uncollectible. We establish and maintain this allowance by charging a provision for loan losses against our operating earnings. In the following section, we have included a detailed discussion of this process.
In addition to earning interest on our loans and investments, we earn income through fees and other expenses we charge to our customers. We describe the various components of this non-interest income, as well as our non-interest expense, in the following discussion.
The following discussion and analysis also identifies significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements. We encourage you to read this discussion and analysis in conjunction with the financial statements and the related notes and the other statistical information also included in this report.
We
have adopted various accounting policies that govern the application of
accounting principles generally accepted in the
Certain
accounting policies involve significant judgments and assumptions by us that
have a material impact on the carrying value of certain assets and liabilities.
We consider these accounting policies to be critical accounting policies. The
judgment and assumptions we use are based on historical experience and other
factors, which we believe to be reasonable under the circumstances. Because of
the nature of the judgment and assumptions we make, actual results could differ
from these judgments and estimates that could have a material impact on the
carrying values of our assets and liabilities and our results of operations.
We
believe the allowance for loan losses is the critical accounting policy that
requires the most significant judgment and estimates used in preparation of our
consolidated financial statements. Some of the more critical judgments
supporting the amount of our allowance for loan losses include judgments about
the credit worthiness of borrowers, the estimated value of the underlying
collateral, the assumptions about cash flow, determination of loss factors for
estimating credit losses, the impact of current events, and conditions, and other
factors impacting the level of probable inherent losses. Under different
conditions or using different assumptions, the actual amount of credit losses
incurred by us may be different from management’s estimates provided in our
consolidated financial statements. Refer to the portion of this discussion that
addresses our allowance for loan losses for a more complete discussion of our
processes and methodology for determining our allowance for loan losses.
Merger
Completed on
On
Comparison of Results of Operations for Nine Months
Ended
Net Income
Our net income for the nine months ended
Please refer to the
table at the end of this Item 2 for the yield and rate data for
interest-bearing balance sheet components during the nine month periods ended
Net interest income was $11.3 million for the nine months
ended
The yield on earning assets for the nine months ended
Provision and Allowance for Loan Losses
At
We perform an analysis quarterly to assess the risk within the loan portfolio. The portfolio is segregated into similar risk components for which historical loss ratios are calculated and adjusted for identified changes in current portfolio characteristics. Historical loss ratios are calculated by product type and by regulatory credit risk classification. The allowance consists of an allocated and unallocated allowance. The allocated portion is determined by types and ratings of loans within the portfolio. The unallocated portion of the allowance is established for losses that exist in the remainder of the portfolio and compensates for uncertainty in estimating the loan losses. There can be no assurance that charge-offs of loans in future periods will not exceed the allowance for loan losses as estimated at any point in time or that provisions for loan losses will not be significant to a particular accounting period.
The allowance is also subject to examination and testing
for adequacy by regulatory agencies, which may consider such factors as the
methodology used to determine adequacy and the size of the allowance relative
to that of peer institutions. Such
regulatory agencies could require us to adjust our allowance based on information
available to them at the time of their examination.
Accrual of interest is discontinued on loans when management believes, after considering economic and business conditions and collection efforts that a borrower’s financial condition is such that the collection of interest is doubtful. A delinquent loan is generally placed in nonaccrual status when it becomes 90 days or more past due. At the time a loan is placed in nonaccrual status, all interest, which has been accrued on the loan but remains unpaid is reversed and deducted from earnings as a reduction of reported interest income. No additional interest is accrued on the loan balance until the collection of both principal and interest becomes reasonably certain.
At
|
Allowance for Loan Losses (Dollars in
thousands) |
Nine Month Ended September 30, |
||
|
|
2007 |
|
2006 |
|
Average loans
outstanding |
$ 293,478 |
|
$ 242,263 |
|
Loans outstanding
at period end |
$ 302,829 |
|
$ 269,773 |
|
Non-performing
assets: |
|
|
|
|
Nonaccrual loans |
$
557 |
|
$ 46 |
|
Loans 90 days past due still accruing |
542 |
|
51 |
|
Foreclosed real estate |
63
|
|
50 |
|
Total
non-performing loans |
$ 1,162 |
|
$ 147 |
|
Beginning balance
of allowance |
$ 3,215 |
|
$ 2,701 |
|
Loans charged-off: |
|
|
|
|
1-4 family residential mortgage |
148 |
|
67 |
|
Non-residential real estate |
- |
|
|
|
Home equity |
32 |
|
- |
|
Commercial |
22 |
|
44 |
|
Installment & credit card |
160
|
|
127 |
|
Total loans charged-off |
362 |
|
238 |
|
Recoveries: |
|
|
|
|
1-4 family residential mortgage |
23 |
|
2 |
|
Non-residential real estate |
54 |
|
7 |
|
Home equity |
4 |
|
- |
|
Commercial |
167 |
|
40 |
|
Installment & credit card |
64 |
|
31 |
|
Total recoveries |
312 |
|
80 |
|
Net loan charge
offs |
50 |
|
158 |
|
Acquired in
business combination |
- |
|
320 |
|
Provision for loan
losses |
360 |
|
389 |
|
Balance at period
end |
$ 3,525 |
|
$ 3,252 |
|
Net charge -offs
to average loans |
.02% |
|
0.07% |
|
Allowance as
percent of total loans |
1.16% |
|
1.21% |
|
Non-performing
assets as % of total assets |
0.20% |
|
0.03% |
|
Allowance as % of
non-performing loans |
303.36% |
|
3,352.6% |
The following allocation of the allowance to specific components is not necessarily indicative of future losses or future allocations. The entire allowance is available to absorb losses in the portfolio.
Composition of the Allowance for Loan Losses
|
(Dollars
in thousands) |
|
|
||
|
|
|
% of loans
in |
|
% of
loans in |
|
|
Amount |
Category |
Amount |
Category |
|
Commercial,
Financial and Agricultural |
$ 128 |
8.2% |
$ 83 |
8.6%
|
|
Real Estate –
Construction |
337
|
11.6% |
884 |
11.4% |
|
Real
Estate Mortgage: |
|
|
|
|
|
Commercial |
2,238
|
52.6% |
1,692 |
50.5% |
|
Residential |
399 |
17.4% |
323 |
17.4% |
|
Consumer |
186 |
10.2% |
133 |
12.1% |
|
Unallocated |
237 |
N/A |
100 |
N/A |
|
Total |
$ 3,525 |
100.0% |
$ 3,215 |
100.0% |
Non-interest Income and Non-interest
Expense
Non-interest
income during the first nine months of 2007 was $2.8 million as compared to $2.6
million during the same period in 2006.
During the first nine months of 2006, we realized losses on the sale of
securities in the amount of $69,000. The
proceeds from the sale of securities in the first quarter of 2006 were used to
pay down approximately $5.0 million in a Federal Home Loan Bank advance, which
resulted in a gain on the early extinguishment of debt of $159,000. These advances were acquired in the DutchFork
Bankshares merger. During the first nine
months of 2007, we realized gains on sale of securities in the amount of
$74,000. Deposit service charges
increased $197,000, or 11.1%, in the
first nine months of 2007 as compared to the same period in 2006. This increase is a result of an increase in
the average transaction deposit accounts between the two periods as well as
adjustments in certain deposit fees in the first half of 2007. Commissions on
the sale of non-deposit investment products and mortgage origination fees
decreased $42,000 and $121,000 respectively.
The decision to portfolio certain mortgage loans during the first nine
months of 2007 accounted for approximately $75,000 in the decline in mortgage
origination fees. In addition, there has
been a softening of the new home sales and refinancing activity in the market
during the first nine months of 2007. The
fees related to the loans included in the portfolio are deferred and amortized
over the life of the loans. The decline
in commissions on sale of non-deposit investment products is believed to be a
result of the timing and closing of transactions. Other non-interest income increased $279,000
in the first nine months of 2007 as compared to the same period in 2006. This primarily a result of increases in ATM/Debit card surcharge and exchange fees of
approximately $145,000, increased earning on bank owned life insuramce of
$58,000. Total non-interest expense increased by $854,000 during the nine months
of 2007 as compared to the same period of 2006.
During the fourth quarter of
2006 and first quarter 2007, we introduced two initiatives that impacted the
results of the nine months ended
The following is a
summary of the components of other non-interest expense:
|
(Dollars in
thousands) |
Nine months ended |
||
|
|
September 30, |
||
|
|
2007 |
|
2006 |
|
ATM/debit card
processing |
$ 251
|
|
$ 192
|
|
Supplies |
162 |
|
190 |
|
Telephone |
277 |
|
288 |
|
Correspondent
services |
117 |
|
128 |
|
Insurance |
206 |
|
187 |
|
Postage |
146 |
|
121
|
|
Professional fees |
678 |
|
565 |
|
Other |
589 |
|
640 |
|
|
$2,426 |
|
$2,311 |
Income Tax Expense
In the first nine months of 2007, we had an effective tax rate of 29.4%.as compared to 29.7% during the same period of 2006. Our effective tax rate is currently expected to remain 29.0% to 31.0% throughout the remainder of 2007.
Comparison of
Results of Operations for Three Months Ended
Net Income
Our net income for the third quarter of 2007 was $1.1
million or $0.35 per diluted share, as compared to $903,000, $0.27 per diluted
share during the comparable period in 2006. Net interest income increased by $158,000
for the three months ended
Non-interest Income and Non-interest Expense
We earned $1.4 million and $1.1 million in non-interest
income for the three months ended
Total non-interest expense increased by $66,000 in the third quarter of 2007 as compared to the same quarter of 2006. This increase was primarily due to increases of $74,000 in salary and benefits and $64,000 in occupancy expense. These increases were partially offset by a decrease in “Other” Non-interest expense of $63,000 including a $25,000 decrease in supplies and a $46,000 decrease in professional fees. Supplies expense was inflated in the third quarter of 2006 as a result of an increase relative to moving into the new administrative center. The increased professional fees in the third quarter of 2006 primarily related to the initial review by the firm engaged to perform the efficiency study in late 2006 and early 2007.
Financial Position
Assets totaled $577.8 million at
As of
The following table shows the composition of the loan portfolio by category:
|
(Dollars in
thousands) |
September 30, |
|
December 31, |
||
|
|
2007 |
|
2006 |
||
|
|
Amount |
Percent |
|
Amount |
Percent |
|
Commercial,
financial & agricultural |
$ 24,863 |
8.2% |
|
$ 23,595 |
8.6% |
|
Real estate: |
|
|
|
|
|
|
Construction |
35,107 |
11.6% |
|
31,474
|
11.4% |
|
Mortgage – residential |
52,827 |
17.4% |
|
47,950 |
17.4% |
|
Mortgage – commercial |
159,289 |
52.6% |
|
138,886
|
50.5% |
|
Consumer |
30,742 |
10.2% |
|
33,284 |
12.1% |
|
Total gross loans |
302,828 |
100.0% |
|
275,189 |
100.0% |
|
Allowance for loan
losses |
(3,525) |
|
|
(3,215) |
|
|
Total net loans |
$299,303 |
|
|
$ 271,974 |
|
In the context of this discussion, a real estate mortgage loan is defined as any loan, other than loans for construction purposes and advances on home equity lines of credit, secured by real estate, regardless of the purpose of the loan. Advances on home equity lines of credit are included in consumer loans. We follow the common practice of financial institutions in our market areas of obtaining a security interest in real estate whenever possible, in addition to any other available collateral. This collateral is taken to reinforce the likelihood of the ultimate repayment of the loan and tends to increase the magnitude of the real estate loan components. Generally we limit the loan-to-value ratio to 80%.
Market Risk Management
The effective management of market risk is essential to achieving our strategic financial objectives. Our most significant market risk is interest rate risk. We have established an Asset/Liability Management Committee (“ALCO”) to monitor and manage interest rate risk. The ALCO monitors and manages the pricing and maturity of assets and liabilities in order to diminish the potential adverse impact that changes in interest rates could have on net interest income. The ALCO has established policy guidelines and strategies with respect to interest rate risk exposure and liquidity.
A monitoring technique employed by the ALCO is the measurement of interest sensitivity “gap,” which is the positive or negative dollar difference between assets and liabilities that are subject to interest rate repricing within a given period of time. Also, asset/liability simulation modeling is performed to assess the impact varying interest rates and balance sheet mix assumptions will have on net interest income. Interest rate sensitivity can be managed by repricing assets or liabilities, selling securities available-for-sale, replacing an asset or liability at maturity or by adjusting the interest rate during the life of an asset or liability. Managing the amount of assets and liabilities repricing in the same time interval helps to hedge the risk and minimize the impact on net interest income of rising or falling interest rates.
We are currently liability sensitive within one year. However, neither the “gap” analysis nor asset/liability modeling is precise indicators of our interest sensitivity position due to the many factors that affect net interest income including changes in the volume and mix of earning assets and interest-bearing liabilities. Net interest income is also impacted by other significant factors, including changes in the volume and mix of earning assets and interest-bearing liabilities. Through simulation modeling we monitor the effect that an immediate and sustained change in interest rates of 100 basis points and 200 basis points up and down will have on net-interest income over the next twelve months.
At
Based on the many factors and assumptions used in simulating the effect of changes in interest rates, the following table estimates the percentage change in net interest income at September 30, 2007, June 30, 2007, March 31, 2007 and December 31, 2006 over twelve months.
Net Interest Income Sensitivity
|
Change in short-term interest rates |
|
|
March 31, 2007 |
|
|
+200bp |
-3.88% |
-5.97% |
-
4.77% |
-
2.73% |
|
+100bp |
-1.64% |
-2.80% |
-
2.08% |
-
1.19% |
|
Flat |
- |
- |
- |
- |
|
-100bp |
-1.34% |
+1.33% |
-
0.33% |
-
0.79% |
|
-200bp |
-5.02% |
-.0.36% |
-
3.39% |
-
4.16% |
Even though we are liability
sensitive, the model at
We also perform a valuation analysis projecting future
cash flows from assets and liabilities to determine the Present Value of Equity
(PVE) over a range of changes in market interest rates. The sensitivity of PVE to changes in interest
rates is a measure of the sensitivity of earnings over a longer time
horizon. At
Liquidity and Capital Resources
Our liquidity remains adequate to meet operating and loan
funding requirements. Federal funds sold,
trading securities and investment securities available-for-sale represents 32.2%
of total assets at
We are not aware of any trends, events or uncertainties that we expect to result in a significant adverse effect on our liquidity position. However, no assurances can be given in this regard, as rapid growth, deterioration in loan quality, and poor earnings, or a combination of these factors, could change the liquidity position in a relatively short period of time.
The company has generally maintained a high level of
liquidity and adequate capital, which along with continued retained earnings,
we believe will be sufficient to fund our bank’s operations for at least the
next 12 months. The company’s management
anticipates that the bank will remain a well capitalized institution for at
least the next 12 months. Shareholders’ equity was 11.1% of total assets at
The Federal Reserve Board and bank regulatory agencies require bank holding companies and financial institutions to maintain capital at adequate levels based on a percentage of assets and off-balance sheet exposures, adjusted for risk weights ranging from 0% to 100%. Under the capital adequacy guidelines, regulatory capital is classified into two tiers. These guidelines require an institution to maintain a certain level of Tier 1 and Tier 2 capital to risk-weighted assets. Tier 1 capital consists of common shareholders’ equity, excluding the unrealized gain or loss on securities available for sale, minus certain intangible assets. In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet assets, are multiplied by a risk-weight factor of 0% to 100% based on the risks believed to be inherent in the type of asset. Tier 2 capital consists of Tier 1 capital plus the general reserve for loan losses, subject to certain limitations. We are also required to maintain capital at a minimum level based on total average assets, which is known as the Tier 1 leverage ratio. At both the holding company and bank level, we are subject to various regulatory capital requirements administered by the federal banking agencies. To be considered “well-capitalized,” we must maintain total risk-based capital of at least 10%, Tier 1 capital of at least 6%, and a leverage ratio of at least 5%.
The bank’s risked-based capital ratios of Tier 1, total
capital and leverage ratio were 12.9%, 13.8% and 8.8%, respectively at
|
FIRST COMMUNITY
CORPORATION |
||||||||
|
Yields on Average
Earning Assets and Rates |
||||||||
|
on Average
Interest-Bearing Liabilities |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
Nine months ended |
||||
|
|
|
Average |
Interest |
Yield/ |
|
Average |
Interest |
Yield/ |
|
|
|
Balance |
Earned/Paid |
Rate |
|
Balance |
Earned/Paid |
Rate |
|
Assets |
|
|
|
|
|
|
|
|
|
Earning assets |
|
|
|
|
|
|
|
|
|
Loans |
|
$ 293,478,383 |
$16,493,118 |
7.51% |
|
$242,262,690 |
$13,360,784 |
7.37% |
|
Securities: |
|
168,211,757 |
6,020,892 |
4.79% |
|
174,150,951 |
5,822,688 |
4.47% |
|
|
|
|
|
|
|
|
|
|
|
Other short-term investments |
|
7,542,454 |
321,957 |
5.71% |
|
14,521,554 |
579,875 |
5.34% |
|
Total earning assets |
|
469,232,594 |
22,835,967 |
6.51% |
|
430,935,195 |
19,763,347 |
6.13% |
|
Cash and due from
banks |
|
10,719,958 |
|
|
|
10,176,035 |
|
|
|
Premises and
equipment |
|
20,644,006 |
|
|
|
18,576,059 |
|
|
|
Other assets |
|
50,085,398 |
|
|
|
46,395,008 |
|
|
|
Allowance for loan
losses |
|
(3,375,065) |
|
|
|
(2,928,418) |
|
|
|
Total assets |
|
$ 547,306,891 |
|
|
|
$503,153,879 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Interest-bearing
liabilities |
|
|
|
|
|
|
|
|
|
Interest-bearing transaction accounts |
|
$
53,447,912 |
171,963 |
0.43% |
|
$
58,388,287 |
227,724 |
0.52% |
|
Money market accounts |
|
42,014,903 |
994,694 |
3.17% |
|
48,642,108 |
1,161,456 |
3.19% |
|
Savings deposits |
|
25,888,474 |
137,348 |
0.71% |
|
29,708,012 |
160,493 |
0.72% |
|
Time deposits |
|
209,616,283 |
7,469,641 |
4.76% |
|
180,373,660
|
5,441,749 |
4.03% |
|
Other borrowings |
|
75,256,291 |
2,776,976 |
4.93% |
|
64,300,756 |
2,223,885 |
4.62% |
|
Total interest-bearing liabilities |
|
406,223,863 |
11,550,622 |
3.80% |
|
381,412,823 |
9,215,307 |
3.23% |
|
Demand deposits |
|
72,964,376 |
|
|
|
61,906,122 |
|
|
|
Other liabilities |
|
4,855,258 |
|
|
|
4,142,450 |
|
|
|
Shareholders' equity |
|
63,263,394 |
|
|
|
55,692,484 |
|
|
|
Total liabilities and shareholders' equity |
|
$ 547,306,891 |
|
|
|
$ 503,153,879 |
|
|
|
Net interest spread |
|
|
|
2.71% |
|
|
|
2.90% |
|
Net interest
income/margin |
|
|
$ 11,285,345 |
3.22% |
|
|
$ 10,548,040 |
3.27% |
|
Net interest
income/margin FTE basis |
|
|
$ 11,591,790 |
3.30% |
|
|
$ 10,833,777 |
3.36% |
|
FIRST COMMUNITY CORPORATION |
||||||||
|
Yields on Average Earning Assets and
Rates |
||||||||
|
on Average Interest-Bearing
Liabilities |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
months ended |
|
Three
months ended |
||||
|
|
|
Average |
Interest |
Yield/ |
|
Average |
Interest |
Yield/ |
|
|
|
Balance |
Earned/Paid |
Rate |
|
Balance |
Earned/Paid |
Rate |
|
Assets |
|
|
|
|
|
|
|
|
|
Earning
assets |
|
|
|
|
|
|
|
|
|
Loans |
|
$ 302,268,770 |
$ 5,754,554 |
7.55% |
|
$ 262,927,580 |
$ 5,011,246 |
7.56% |
|
Securities: |
|
172,076,150 |
2,108,151 |
4.86% |
|
181,691,841 |
2,129,814 |
4.65% |
|
|
|
|
|
|
|
|
|
|
|
Other short-term investments |
|
9,338,699 |
133,876 |
5.69% |
|
9,840,641 |
147,402 |
5.94% |
|
Total earning assets |
|
483,683,619 |
7,996,581 |
6.56% |
|
454,460,062 |
7,288,462 |
6.36% |
|
Cash
and due from banks |
|
10,301,924 |
|
|
|
10,368,403 |
|
|
|
Premises
and equipment |
|
20,409,450 |
|
|
|
20,935,369 |
|
|
|
Other
assets |
|
50,108,234 |
|
|
|
51,901,484 |
|
|
|
Allowance
for loan losses |
|
(3,467,322) |
|
|
|
(3,166,171) |
|
|
|
Total assets |
|
$ 561,035,905
|
|
|
|
$ 534,499,147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Interest-bearing
liabilities |
|
|
|
|
|
|
|
|
|
Interest-bearing transaction accounts |
|
$
48,716,749 |
45,308 |
0.37% |
|
$
60,132,420 |
77,839 |
0.51% |
|
Money market accounts |
|
42,130,175 |
334,841 |
3.15% |
|
50,191,510 |
412,242 |
3.26% |
|
Savings deposits |
|
26,221,835 |
49,677 |
0.75% |
|
29,399,963 |
53,206 |
0.72% |
|
Time deposits |
|
218,893,642 |
2,660,286 |
4.82% |
|
197,976,796 |
2,157,296 |
4.32% |
|
Other borrowings |
|
81,589,455 |
997,475 |
4.85% |
|
67,583,381 |
837,257 |
4.92% |
|
Total interest-bearing liabilities |
|
417,551,856 |
4,087,587 |
3.88% |
|
405,284,070 |
3,537,840 |
3.46% |
|
Demand
deposits |
|
74,448,178 |
|
|
|
63,817,475 |
|
|
|
Other
liabilities |
|
5,399,077 |
|
|
|
4,530,700 |
|
|
|
Shareholders'
equity |
|
63,636,794 |
|
|
|
60,866,902 |
|
|
|
Total liabilities and shareholders' equity |
$ 561,035,905
|
|
|
|
$ 534,499,147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
interest spread |
|
|
|
2.68% |
|
|
|
2.90% |
|
Net
interest income/margin |
|
|
$ 3,908,994 |
3.21% |
|
|
$ 3,750,622 |
3.27% |
|
Net
interest income/margin FTE basis |
|
|
$ 4,010,609 |
3.29% |
|
|
$ 3,850,845 |
3.36% |
PART I
There have been no material changes in our quantitative
and qualitative disclosures about market risk as of September 30, 2007 from that presented in our annual report
on Form 10-K for the year ended December 31, 2006. See the “Market Risk Management” subsection
in Item 2, Management Discussion and Analysis of Financial Condition and
Results of Operations for quantitative and qualitative disclosures about market
risk, which information is incorporated herein by reference.
As
of the end of the period covered by this report, we carried out an evaluation,
under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness
of our disclosure controls and procedures as defined in Exchange Act Rule
13a-15(e). Based upon that evaluation,
our Chief Executive Officer and Chief Financial Officer have concluded that our
current disclosure controls and procedures are effective as of
The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
PART II
OTHER INFORMATION
Item 1. Legal
Proceedings.
There are no material pending legal proceedings to which we or any of our subsidiaries is a party or of which any of our property is the subject.
Item 1A.
Risk Factors.
There were no material changes from the risk
factors presented in our
annual report on Form 10-K for the year ended
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On
|
Period |
Total Number of Shares
Purchased |
Average Price Paid Per
Share |
Total Number of Shares
Purchased as Part of Publicly Announced Plans or Programs |
Maximum Number of Shares
that May Yet Be Purchased Under the Plans or Programs (1) |
|
|
- |
$ - |
- |
47,387 |
|
|
9,700 |
$ 15.42 |
9,700 |
37,687 |
|
|
12,300 |
$ 15.54 |
12,300 |
25,387 |
|
Total |
22,000 |
$ 15.51 |
22,000 |
25,387 |
(1) Includes additional 50,000 shares authorized by the
board of directors on
Item 3. Defaults Upon Senior Securities.
Not Applicable
Item 4.
Submission of Matters to a Vote of Security Holders.
We did not submit any matters to security holders for a
vote during the three months ended
Item 5. Other
Information.
Not Applicable
Item 6.
Exhibits
Exhibit Description
31.1 Rule 13a-14(a) Certification of the Principal Executive Officer
31.2 Rule 13a-14(a) Certification of the Principal Financial Officer
32 Section 1350 Certifications
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FIRST COMMUNITY CORPORATION
(REGISTRANT)
Date:
Michael
C. Crapps
President
and Chief Executive Officer
Date:
Joseph
G. Sawyer
Senior
Vice President, Principal Financial Officer
INDEX TO EXHIBITS
Exhibit
Number Description
31.1 Rule 13a-14(a) Certification of the Principal Executive Officer
31.2 Rule 13a-14(a) Certification of the Principal Financial Officer
32 Section
1350 Certifications
Exhibit 31.1 Rule 13a-14(a) Certification of the Principal Executive Officer.
Exhibit 31.1
Rule 13a-14(a) Certification of the Principal Executive
Officer.
I, Michael C. Crapps, certify that:
1. I
have reviewed this quarterly report on Form 10-Q of First Community
Corporation, Inc.;
2. Based
on my knowledge, this quarterly report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
4. The
registrant’s other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures,
or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;
b) Evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and
procedures as of the end of the period covered by this report based on such
evaluation; and
c) Disclosed in this report any change in the
registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over
financial reporting; and
5. The
registrant’s other certifying officers and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material
weaknesses in the design or operation of internal controls over financial
reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that
involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date:
/s/ Michael C. Crapps
Michael C. Crapps, President and C.E.O.
(Principal Executive Officer)
Exhibit 31.2 Rule 13a-14(a) Certification of the Principal Financial Officer.
Exhibit 31.2
Rule 13a-14(a) Certification of the Principal Financial
Officer.
I, Joseph G. Sawyer, certify that:
1. I
have reviewed this quarterly report on Form 10-Q of First Community
Corporation, Inc.;
2. Based
on my knowledge, this quarterly report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
4. The
registrant’s other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and
procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;
b) Evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and
procedures as of the end of the period covered by this report based on such
evaluation; and
c) Disclosed in this report any change in the
registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over
financial reporting; and
5. The
registrant’s other certifying officers and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material
weaknesses in the design or operation of internal controls over financial
reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that
involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date:
/s/ Joseph G. Sawyer
Joseph G. Sawyer, Chief Financial Officer
(Principal Financial and Accounting Officer)
Exhibit 32 Section 1350 Certifications.
Exhibit 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION
1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, the Chief Executive Officer and the Chief Financial Officer of First Community Corporation, Inc. (the “Company”), each certify that, to his knowledge on the date of this certification:
1. The quarterly report of the Company for the period ended September 30, 2007 as filed with the Securities and Exchange Commission on this date (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Michael C. Crapps
Michael C. Crapps
Chief Executive Officer
/s/ Joseph G. Sawyer
Joseph G. Sawyer
Chief Financial Officer