UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 March 31, 2007
¨ | 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 000-50357
FIRST COMMUNITY BANK CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
| | |
Florida | | 65-0623023 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
9001 Belcher Road
Pinellas Park, Florida 33782
(Address of principal executive offices) (Zip Codes)
(727) 520-0987
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed
since last report)
Indicated by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (see definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act). Check One:
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date;
| | |
Common stock, par value $.05 per share | | 4,067,667 shares |
(class) | | Outstanding at April 30, 2006 |
FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES
INDEX
1
FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
(In thousands, except share amounts)
| | | | | | | |
| | March 31, 2007 | | | December 31, 2006 | |
| | (Unaudited) | | | | |
Assets | | | | | | | |
Cash and due from banks | | $ | 1,811 | | | 2,219 | |
Interest-bearing deposits with banks | | | 12,689 | | | 9,308 | |
| | | | | | | |
Cash and cash equivalents | | | 14,500 | | | 11,527 | |
| | |
Other interest-bearing deposits with banks | | | 651 | | | 431 | |
Securities available for sale | | | 3,133 | | | 4,188 | |
Securities held to maturity | | | 12,076 | | | 11,151 | |
Loans, net of allowance for loan losses of $3,637 in 2007 and $3,499 in 2006 | | | 353,838 | | | 346,788 | |
Federal Home Loan Bank stock, at cost | | | 1,514 | | | 2,553 | |
Premises and equipment, net | | | 8,657 | | | 7,094 | |
Foreclosed real estate | | | 368 | | | 368 | |
Accrued interest receivable | | | 1,716 | | | 1,720 | |
Deferred income taxes | | | 1,471 | | | 1,673 | |
Bank owned life insurance | | | 2,416 | | | 2,395 | |
Other assets | | | 1,454 | | | 1,011 | |
| | | | | | | |
| | $ | 401,794 | | | 390,899 | |
| | | | | | | |
Liabilities and Stockholders’ Equity | | | | | | | |
| | |
Liabilities: | | | | | | | |
Noninterest-bearing demand deposits | | | 37,592 | | | 38,884 | |
Savings, NOW and money-market deposits | | | 109,810 | | | 103,020 | |
Time deposits | | | 188,694 | | | 157,806 | |
| | | | | | | |
Total deposits | | | 336,096 | | | 299,710 | |
| | |
Federal Home Loan Bank advances | | | 18,000 | | | 42,500 | |
Other borrowings | | | 6,810 | | | 6,289 | |
Accrued expenses and other liabilities | | | 6,234 | | | 8,718 | |
| | | | | | | |
Total liabilities | | | 367,140 | | | 357,217 | |
| | | | | | | |
Stockholders’ equity: | | | | | | | |
Common stock, $0.05 par value, 6,250,000 shares authorized, 4,067,667 and 3,840,687 shares issued and outstanding in 2007 and 2006 | | | 194 | | | 192 | |
Additional paid-in capital | | | 25,862 | | | 25,642 | |
Retained earnings | | | 8,600 | | | 7,852 | |
Accumulated other comprehensive loss | | | (2 | ) | | (4 | ) |
| | | | | | | |
Total stockholders’ equity | | | 34,654 | | | 33,682 | |
| | | | | | | |
| | $ | 401,794 | | | 390,899 | |
| | | | | | | |
See Accompanying Notes to Condensed Consolidated Financial Statements.
2
FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings (Unaudited)
(In thousands, except per share amounts)
| | | | | |
| | Three Months Ended March 31, |
| | 2007 | | 2006 |
Interest income: | | | | | |
Loans | | $ | 6,629 | | 5,122 |
Securities | | | 192 | | 132 |
Other interest earning assets | | | 106 | | 70 |
| | | | | |
Total interest income | | | 6,927 | | 5,324 |
| | | | | |
Interest expense: | | | | | |
Deposits | | | 2,851 | | 1,624 |
Other borrowings | | | 334 | | 235 |
| | | | | |
Total interest expense | | | 3,185 | | 1,859 |
| | | | | |
Net interest income | | | 3,742 | | 3,465 |
Provision for loan losses | | | 137 | | 60 |
| | | | | |
Net interest income after provision for loan losses | | | 3,605 | | 3,405 |
| | | | | |
Noninterest income: | | | | | |
Service charges on deposit accounts | | | 188 | | 154 |
Other service charges and fees | | | 53 | | 54 |
Income from bank owned life insurance | | | 21 | | 21 |
Gain on sale of loans held for sale | | | 32 | | 48 |
Other | | | 47 | | 22 |
| | | | | |
Total noninterest income | | | 341 | | 299 |
| | | | | |
Noninterest expenses: | | | | | |
Employee compensation and benefits | | | 1,808 | | 1,559 |
Occupancy and equipment | | | 360 | | 276 |
Data processing | | | 239 | | 207 |
Professional fees | | | 46 | | 55 |
Office supplies | | | 66 | | 53 |
Insurance | | | 45 | | 44 |
Other | | | 201 | | 173 |
| | | | | |
Total noninterest expenses | | | 2,765 | | 2,367 |
| | | | | |
Earnings before income taxes | | | 1,181 | | 1,337 |
Income taxes | | | 431 | | 490 |
| | | | | |
Net earnings | | $ | 750 | | 847 |
| | | | | |
Earnings per share: | | | | | |
Basic earnings per share | | $ | .18 | | .21 |
| | | | | |
Diluted earnings per share | | $ | .17 | | .20 |
| | | | | |
Dividends per share | | $ | — | | — |
| | | | | |
See Accompanying Notes to Condensed Consolidated Financial Statements.
3
FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Stockholders’ Equity
Three Months Ended March 31, 2007 and 2006
(In thousands, except share amounts)
| | | | | | | | | | | | | | | | | |
| | Common Stock | | Additional | | | | | Accumulated Other | | | | |
| | Shares | | | Amount | | Paid-in Capital | | Retained Earnings | | | Comprehensive Loss | | | Total | |
Balance at December 31, 2005 | | 3,747,582 | | | $ | 187 | | 24,826 | | 4,200 | | | (66 | ) | | 29,147 | |
| | | | | | |
Comprehensive income: | | | | | | | | | | | | | | | | | |
Net earnings (unaudited) | | — | | | | — | | — | | 847 | | | — | | | 847 | |
Net change in unrealized loss on securities available for sale, net of taxes of $10 (unaudited) | | — | | | | — | | — | | — | | | 16 | | | 16 | |
| | | | | | | | | | | | | | | | | |
Comprehensive income (unaudited) | | | | | | | | | | | | | | | | 863 | |
| | | | | | | | | | | | | | | | | |
Exercise of stock options (unaudited) | | 49,221 | | | | 2 | | 248 | | — | | | — | | | 250 | |
Three-for-two stock split, fractional shares paid in cash (unaudited) | | (53 | ) | | | — | | — | | — | | | — | | | — | |
Tax benefit from stock options exercised (unaudited) | | — | | | | — | | 188 | | — | | | — | | | 188 | |
| | | | | | | | | | | | | | | | | |
Balance at March 31, 2006 (unaudited) | | 3,796,750 | | | $ | 189 | | 25,262 | | 5,047 | | | (50 | ) | | 30,448 | |
| | | | | | | | | | | | | | | | | |
Balance at December 31, 2006 | | 3,840,687 | | | | 192 | | 25,642 | | 7,852 | | | (4 | ) | | 33,682 | |
| | | | | | | | | | | | | | | | | |
Comprehensive income: | | | | | | | | | | | | | | | | | |
Net earnings (unaudited) | | — | | | | — | | — | | 750 | | | — | | | 750 | |
Net change in unrealized loss on securities available for sale, net of taxes of $2 (unaudited) | | — | | | | — | | — | | — | | | 2 | | | 2 | |
| | | | | | | | | | | | | | | | | |
Comprehensive income (unaudited) | | | | | | | | | | | | | | | | 752 | |
| | | | | | | | | | | | | | | | | |
Exercise of stock options before 5% stock dividend (unaudited) | | 22,811 | | | | 1 | | 146 | | — | | | — | | | 147 | |
5% stock dividend, net of fractional shares paid in cash (unaudited) | | 193,047 | | | | — | | — | | (2 | ) | | — | | | (2 | ) |
Exercise of stock options after 5% stock dividend (unaudited) | | 11,122 | | | | 1 | | 62 | | — | | | — | | | 63 | |
Stock option expense (unaudited) | | — | | | | — | | 12 | | — | | | — | | | 12 | |
| | | | | | | | | | | | | | | | | |
Balance at March 31, 2007 (unaudited) | | 4,067,667 | | | $ | 194 | | 25,862 | | 8,600 | | | (2 | ) | | 34,654 | |
| | | | | | | | | | | | | | | | | |
See Accompanying Notes to Condensed Consolidated Financial Statements.
4
FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
| | | | | | | |
| | Three Months Ended March 31, | |
| | 2007 | | | 2006 | |
Cash flows from operating activities: | | | | | | | |
Net earnings | | $ | 750 | | | 847 | |
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities: | | | | | | | |
Provision for loan losses | | | 137 | | | 60 | |
Depreciation and amortization | | | 123 | | | 129 | |
Share-based compensation | | | 12 | | | — | |
Net amortization of deferred loan fees and costs | | | (72 | ) | | 36 | |
Income from bank owned life insurance | | | (21 | ) | | (21 | ) |
Origination of loans held for sale | | | (3,693 | ) | | (2,797 | ) |
Proceeds from sale of loans held for sale | | | 2,922 | | | 3,759 | |
Gain on sale of loans held for sale | | | (32 | ) | | (48 | ) |
Decrease (increase) in accrued interest receivable | | | 4 | | | (39 | ) |
Increase in other assets | | | (443 | ) | | (362 | ) |
(Decrease) increase in accrued expenses and other liabilities | | | (2,484 | ) | | 592 | |
Deferred income taxes | | | 200 | | | — | |
| | | | | | | |
Net cash (used in) provided by operating activities | | | (2,597 | ) | | 2,156 | |
| | | | | | | |
Cash flows from investing activities: | | | | | | | |
Net change in other interest-bearing deposits with banks | | | (220 | ) | | 192 | |
Purchase of securities available for sale | | | (1,000 | ) | | (500 | ) |
Principal payments on securities available for sale | | | 59 | | | 95 | |
Proceeds from calls and maturities of securities available for sale | | | 2,000 | | | 1,500 | |
Purchase of securities held to maturity | | | (1,000 | ) | | (2,160 | ) |
Principal payments on securities held to maturity | | | 75 | | | 112 | |
Net increase in loans | | | (6,312 | ) | | (26,794 | ) |
Purchase of premises and equipment, net | | | (1,686 | ) | | (35 | ) |
Redemption (purchase) of Federal Home Loan Bank stock | | | 1,039 | | | (386 | ) |
| | | | | | | |
Net cash used in investing activities | | | (7,045 | ) | | (27,976 | ) |
| | | | | | | |
Cash flows from financing activities: | | | | | | | |
Increase in deposits | | | 36,386 | | | 7,655 | |
Proceeds from Federal Home Loan Bank advances | | | — | | | 31,500 | |
Repayment of Federal Home Loan Bank advances | | | (24,500 | ) | | (25,500 | ) |
Net increase in other borrowings | | | 521 | | | 2,213 | |
Fractional shares of stock dividend paid in cash | | | (2 | ) | | — | |
Proceeds from exercise of stock options | | | 210 | | | 250 | |
Tax benefits from stock options exercised | | | — | | | 188 | |
| | | | | | | |
Net cash provided by financing activities | | | 12,615 | | | 16,306 | |
| | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 2,973 | | | (9,514 | ) |
Cash and cash equivalents at beginning of period | | | 11,527 | | | 21,698 | |
| | | | | | | |
Cash and cash equivalents at end of period | | $ | 14,500 | | | 12,184 | |
| | | | | | | |
(continued)
5
FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited), Continued
(In thousands)
| | | | | |
| | Three Months Ended March 31, |
| | 2007 | | 2006 |
Supplemental disclosure of cash flow information: | | | | | |
Cash paid during the period for: | | | | | |
Interest | | $ | 2,935 | | 1,813 |
| | | | | |
Income taxes | | $ | 50 | | 200 |
| | | | | |
Noncash transaction- | | | | | |
Accumulated other comprehensive income (loss), net change in unrealized gain (loss) on securities available for sale, net of income taxes | | $ | 2 | | 16 |
| | | | | |
See Accompanying Notes to Condensed Consolidated Financial Statements.
6
FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. General.First Community Bank Corporation of America (the “Holding Company”) owns all of the outstanding common stock of First Community Bank of America (the “Bank”) and First Community Lender Services, Inc. (“FCLS”) (collectively, the “Company”). The Holding Company’s primary business activity is the operation of the Bank. The Bank is a federally-chartered stock savings bank providing a variety of banking services to small and middle market businesses and individuals through its three banking offices located in Pinellas County, one banking office in Pasco County, one banking office located in Charlotte County, and two offices located in Hillsborough County, Florida. FCLS had minimal activity during the three months ended March 31, 2007 and 2006.
In the opinion of the management of the Company, the accompanying condensed consolidated financial statements contain all adjustments (consisting principally of normal recurring accruals) necessary to present fairly the financial position at March 31, 2007 and the results of operations and cash flows for the three-month periods ended March 31, 2007 and 2006. The results of operations and other data for the three- month period ended March 31, 2007 are not necessarily indicative of results that may be expected for the year ending December 31, 2007.
2. Loan Impairment and Loan Losses.The activity in the allowance for loan losses is as follows (in thousands):
| | | | | | |
| | Three Months Ended March 31, |
| | 2007 | | | 2006 |
Balance at beginning of period | | $ | 3,499 | | | 3,416 |
Provision for loan losses | | | 137 | | | 60 |
Charge-offs | | | (1 | ) | | — |
Recoveries | | | 2 | | | — |
| | | | | | |
Balance at end of period | | $ | 3,637 | | | 3,476 |
| | | | | | |
Impaired collateral dependent loans are as follows (in thousands):
| | | | | |
| | At March 31, |
| | 2007 | | 2006 |
Balance at end of period | | $ | 973 | | 189 |
| | | | | |
Total related allowance for losses | | $ | 102 | | 4 |
| | | | | |
| |
| | Three Months Ended March 31, |
| | 2007 | | 2006 |
Average investment in impaired loans | | $ | 974 | | 202 |
| | | | | |
Interest income recognized on impaired loans | | $ | — | | — |
| | | | | |
Interest income received on impaired loans | | $ | — | | — |
| | | | | |
(continued)
7
FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
2. Loan Impairment and Loan Losses, Continued.Nonaccrual and past due loans were as follows (in thousands):
| | | | | |
| | At March 31, |
| | 2007 | | 2006 |
Nonaccrual loans | | $ | 973 | | 189 |
Past due ninety days or more, still accruing | | | — | | — |
| | | | | |
| | $ | 973 | | 189 |
| | | | | |
Loans Held for Sale.At March 31, 2007 and December 31, 2006 loans held for sale were $1,264,000 and $461,000, respectively, and are included in net loans on the condensed consolidated balance sheets.
3. Earnings Per Share (“EPS”).Earnings per share (“EPS”) of common stock has been computed on the basis of the weighted-average number of shares of common stock outstanding. Outstanding stock options are considered dilutive securities for purposes of calculating diluted EPS which is computed using the treasury stock method. All per share amounts have been adjusted to reflect the 5% stock dividend declared in January 2007 and paid in February 2007. The following table presents the calculations of EPS (dollars in thousands, except per share amounts).
| | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2007 | | 2006 |
| | Earnings | | Weighted- Average Shares | | Per Share Amount | | Earnings | | Weighted- Average Shares | | Per Share Amount |
Basic EPS: | | | | | | | | | | | | | | | | |
Net earnings available to common stockholders | | $ | 750 | | 4,058,637 | | $ | 0.18 | | $ | 847 | | 3,986,588 | | $ | 0.21 |
| | | | | | | | | | | | | | | | |
Effect of dilutive securities- | | | | | | | | | | | | | | | | |
Incremental shares from assumed conversion of options | | | | | 273,212 | | | | | | | | 294,005 | | | |
| | | | | | | | | | | | | | | | |
Diluted EPS: | | | | | | | | | | | | | | | | |
Net earnings available to common stockholders and assumed conversions | | $ | 750 | | 4,331,849 | | $ | 0.17 | | $ | 847 | | 4,280,593 | | $ | 0.20 |
| | | | | | | | | | | | | | | | |
The following options were excluded from the calculation of EPS for the three months ended March 31, 2007 due to the exercise price being above the average market price:
| | | | | | | | | |
| | | | |
| | Number Outstanding | | Year Granted | | Exercise Price | | Expire |
Options | | 32,550 | | 2006 | | $ | 19.51 | | 2012-2016 |
(continued)
8
FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
4. Stock-Based Compensation. Prior to January 1, 2006, the Company’s stock option plans were accounted for under the recognition and measurement provisions of Accounting Principles Board (APB) Opinion No. 25 (Opinion 25),Accounting for Stock Issued to Employees, and related Interpretations, as permitted by Financial Accounting Standards Board (FASB) Statement No. 123,Accounting for Stock-Based Compensation (as amended by Statement of Financial Accounting Standards (SFAS) No. 148,Accounting for Stock-Based Compensation Transition and Disclosure) (collectively SFAS 123). No stock-based employee compensation cost was recognized in the Company’s consolidated statements of earnings through December 31, 2005, as all options granted under the plans had an exercise price equal to the market value of the underlying common stock on the date of grant. Effective January 1, 2006, the Company adopted the fair value recognition provisions of FASB Statement No. 123(R),Share-Based Payment(SFAS 123(R)), using the modified-prospective-transition method. Under that transition method, compensation cost recognized in 2006 includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value calculated in accordance with the original provisions of SFAS 123, and (b) compensation cost for all share-based payments granted subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123(R). At December 31, 2005, all outstanding options had vested.
The Company has three stock option plans for directors and employees of the Company. Under the first two plans, the total number of options which may be granted to purchase common stock is 620,156 (amended) for employees and 516,797 (amended) for directors. At March 31, 2007, no options remain available for grant under the directors’ plan and 50,317 options remain available for grant under the employees’ plan. The total number of options which may be granted to purchase common stock under the third plan is 236,250 (amended) for either directors or employees. At March 31, 2007, 15,750 options remain available for grant under the third plan. The directors’ options vest immediately and have a life of five years. The employees’ options vest over periods up to four years and have terms up to 10 years.
A summary of the activity in the Company’s stock option plan is as follows. All amounts reflect the 5% stock dividend paid in February 2007 (dollars in thousands, except per share amounts):
| | | | | | | | | | | |
| | Number of Options | | | Weighted- Average Exercise Price | | Weighted- Average Remaining Contractual Term | | Aggregate Intrinsic Value |
Outstanding at December 31, 2006 | | 715,141 | | | $ | 10.28 | | | | | |
Options granted | | 10,500 | | | | 18.71 | | | | | |
Options exercised | | (35,074 | ) | | | 5.97 | | | | | |
Options forfeited | | (787 | ) | | | 16.31 | | | | | |
| | | | | | | | | | | |
Outstanding at March 31, 2007 | | 689,780 | | | $ | 10.62 | | 4.1 years | | $ | 5,797 |
| | | | | | | | | | | |
Exercisable at March 31, 2007 | | 656,600 | | | $ | 10.18 | | 3.9 years | | $ | 5,795 |
| | | | | | | | | | | |
(continued)
9
FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
4. Stock-Based Compensation, Continued. The total intrinsic value of options exercised during the three months ended March 31, 2007 and 2006 was $483,000 and $652,000, respectively and the tax benefit relating to the stock options exercised was $0 and $188,000, respectively. At March 31, 2007, there was approximately $159,000 of total unrecognized compensation expense related to nonvested share-based compensation arrangements granted under the plans. The cost is expected to be recognized over a weighted-average period of 45 months. The total fair value of shares vesting and recognized as compensation expense was approximately $12,000 and $0 for the three months ended March 31, 2007 and 2006, respectively. There was no associated tax benefit recognized for both the three months ended March 31, 2007 and 2006.
The fair value of each option granted for the three months ended March 31, 2007 and 2006 is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:
| | | | | | | |
| | Three Months Ended March 31, | |
| | 2007 | | | 2006 | |
Risk-free interest rate | | | 4.71 | % | | 4.61 | % |
Expected dividend yield | | | — | | | — | |
Expected volatility | | | 8 | % | | 9 | % |
Expected life in years | | | 6 | | | 7 | |
| | |
Per share grant-date fair value of options issued during the year | | $ | 4.63 | | | 5.63 | |
| | | | | | | |
As part of its adoption of SFAS 123(R), the Company examined its historical pattern of option exercises in an effort to determine if there were any pattern based on certain employee populations. From this analysis, the Company could not identify any patterns in the exercise of options. As such, the Company used the guidance in Staff Accounting Bulletin No. 107 to determine the estimated life of options issued subsequent to the adoption of SFAS 123(R). The expected volatility is based on historical volatility of similar peer banks’ common stock. The risk-free rate for periods within the contractual life of the option is based on U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield assumption is based on the Company’s history and expectation of dividend payments.
(continued)
10
FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
5. Regulatory Capital. The Bank is required to maintain certain minimum regulatory capital requirements. At March 31, 2007, the Bank was in compliance with its regulatory capital requirements.
6. Sale-Leaseback Transaction. The Bank sold its office properties in St. Petersburg and Pinellas Park, Florida on May 17, 2006, and simultaneously leased both properties with favorable long-term leases. An immediate gain of approximately $225,000 was recognized on one of the properties because of the excess gain over the present value of the lease payments. The remaining gain of approximately $2.6 million was deferred and is being amortized using the straight-line method over the ten year lease term. The lease expense is being straight-lined over the ten year lease life due to yearly 2% CPI increases.
11
FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES
Review by Independent Registered Public Accounting Firm
Hacker, Johnson & Smith PA, the Company’s independent registered public accounting firm, have made a limited review of the financial data as of March 31, 2007, and for the three-month periods ended March 31, 2007 and 2006 presented in this document, in accordance with standards established by the Public Company Accounting Oversight Board.
Their report furnished pursuant to Article 10 of Regulation S-X is included herein.
12
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
First Community Bank Corporation of America
Pinellas Park, Florida:
We have reviewed the accompanying condensed consolidated balance sheet of First Community Bank Corporation of America and Subsidiaries (the “Company”) as of March 31, 2007 and the related condensed consolidated statements of earnings, changes in stockholders’ equity and cash flows for the three-month periods ended March 31, 2007 and 2006. These interim financial statements are the responsibility of the Company’s management.
We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, 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 accompanying interim condensed consolidated financial statements for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board, the consolidated balance sheet of the Company as of December 31, 2006, and the related consolidated statements of earnings, changes in stockholders’ equity and cash flows for the year then ended (not presented herein); and in our report dated March 22, 2007, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2006, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
/s/ Hacker, Johnson & Smith PA
HACKER, JOHNSON & SMITH PA
Tampa, Florida
May 2, 2007
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FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES
Item 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Forward Looking Statements
This document contains forward-looking statements as defined by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve substantial risks and uncertainties. When used in this document, or in the documents incorporated by reference, the words “anticipate”, “believe”, “estimate”, “may”, “intend” and “expect” and similar expressions are some of the forward-looking statements used in these documents. Actual results, performance, or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. Factors which may cause results to change materially include competition, inflation, general economic conditions, changes in interest rates, and changes in the value of collateral securing loans First Community Bank Corporation of America has made, among other things.
General
First Community Bank Corporation of America (the “Holding Company”) owns all of the outstanding common stock of First Community Bank of America (the “Bank”) and First Community Lender Services, Inc. (“FCLS”) (collectively, the “Company”). The Holding Company’s primary business activity is the operation of the Bank. The Bank is a federally-chartered stock savings bank providing a variety of banking services to small and middle market businesses and individuals through its three banking offices located in Pinellas County, one banking office located in Pasco County, one banking office located in Charlotte County and two offices located in Hillsborough County, Florida. FCLS had minimal activity during the three months ended March 31, 2007 and 2006.
Liquidity and Capital Resources
The Company’s primary source of cash during the three months ended March 31, 2007, was from net deposit inflows of approximately $36 million. Cash was used primarily to originate net loans of approximately $6 million and to repay Federal Home Loan Bank advance of $25 million.
Off-Balance Sheet Arrangements
The Company 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, unused lines of credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amounts recognized in the condensed consolidated balance sheet. The contract amounts of these instruments reflect the extent of the Company’s involvement in particular classes of financial instruments.
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FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, unused lines of credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for on-balance-sheet instruments.
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 and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total committed amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counter party.
Standby letters of credit are conditional lending commitments issued by the Company to guarantee the performance of a customer to a third party and to support public and private borrowing arrangements. Essentially all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters-of-credit is essentially the same as that involved in extending loan facilities to customers. The Company generally holds collateral supporting these commitments.
Unused lines of credit and commitments to extend credit typically result in loans with a market interest rate.
A summary of the amounts of the Company’s financial instruments, with off-balance sheet risk at March 31, 2007, follows (in thousands):
| | | |
| | Contract Amount |
Commitments to extend credit | | $ | 15,839 |
| | | |
Unused lines of credit | | $ | 38,212 |
| | | |
Standby letters of credit | | $ | 2,383 |
| | | |
Management believes that the Company has adequate resources to fund all of its commitments and that substantially all its existing commitments will be funded within the next twelve months.
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FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES
Selected Financial Information
The following rates are presented for the dates and periods indicated:
| | | | | | | | | |
| | Three Months Ended March 31, 2007 | | | Year Ended December 31, 2006 | | | Three Months Ended March 31, 2006 | |
Average equity as a percentage of average assets | | 8.64 | % | | 8.90 | % | | 9.18 | % |
| | | |
Equity to total assets at end of period | | 8.62 | % | | 8.62 | % | | 8.89 | % |
| | | |
Return on average assets (1) | | 0.77 | % | | 1.03 | % | | 1.03 | % |
| | | |
Return on average equity (1) | | 8.87 | % | | 11.59 | % | | 11.23 | % |
| | | |
Noninterest expenses to average assets (1) | | 2.83 | % | | 2.95 | % | | 2.88 | % |
| | | |
Nonperforming assets as a percentage of total assets at end of period | | 0.33 | % | | 0.13 | % | | 0.06 | % |
(1) | Annualized for the three months ended March 31. |
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FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES
Results of Operations
The following table sets forth, for the periods indicated, information regarding (i) the total dollar amount of interest and dividend income of the Company from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average cost; (iii) net interest income; (iv) interest-rate spread; and (v) net interest margin.
| | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | |
| | 2007 | | | 2006 | |
| | Average Balance | | Interest and Dividends | | Average Yield/ Rate | | | Average Balance | | Interest and Dividends | | Average Yield/ Rate | |
| | (Dollars in thousands) | |
Interest-earning assets: | | | | | | | | | | | | | | | | | | |
Loans (1) | | $ | 349,703 | | | 6,629 | | 7.58 | % | | $ | 279,697 | | | 5,122 | | 7.33 | % |
Securities | | | 16,003 | | | 192 | | 4.80 | | | | 15,520 | | | 132 | | 3.40 | |
Other interest-earning assets (2) | | | 12,967 | | | 106 | | 3.27 | | | | 11,414 | | | 70 | | 2.45 | |
| | | | | | | | | | | | | | | | | | |
Total interest-earning assets | | | 378,673 | | | 6,927 | | 7.32 | | | | 306,631 | | | 5,324 | | 6.95 | |
| | | | | | | | | | | | | | | | | | |
Noninterest-earning assets | | | 18,206 | | | | | | | | | 22,003 | | | | | | |
| | | | | | | | | | | | | | | | | | |
Total assets | | $ | 396,879 | | | | | | | | $ | 328,634 | | | | | | |
| | | | | | | | | | | | | | | | | | |
Interest-bearing liabilities: | | | | | | | | | | | | | | | | | | |
Savings, NOW, money-market deposit accounts | | | 111,014 | | | 639 | | 2.30 | | | | 94,017 | | | 441 | | 1.88 | |
Time deposits | | | 180,367 | | | 2,212 | | 4.91 | | | | 122,446 | | | 1,183 | | 3.87 | |
| | | | | | | | | | | | | | | | | | |
Total interest-bearing deposits | | | 291,381 | | | 2,851 | | 3.91 | | | | 216,463 | | | 1,624 | | 3.00 | |
Other interest-bearing liabilities (3) | | | 27,289 | | | 334 | | 4.90 | | | | 23,699 | | | 235 | | 3.97 | |
| | | | | | | | | | | | | | | | | | |
Total interest-bearing liabilities | | | 318,670 | | | 3,185 | | 4.00 | | | | 240,162 | | | 1,859 | | 3.10 | |
| | | | | | | | | | | | | | | | | | |
Noninterest-bearing liabilities | | | 43,935 | | | | | | | | | 58,311 | | | | | | |
Stockholders’ equity | | | 34,274 | | | | | | | | | 30,161 | | | | | | |
| | | | | | | | | | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 396,879 | | | | | | | | $ | 328,634 | | | | | | |
| | | | | | | | | | | | | | | | | | |
Net interest income | | | | | $ | 3,742 | | | | | | | | $ | 3,465 | | | |
| | | | | | | | | | | | | | | | | | |
Interest-rate spread (4) | | | | | | | | 3.32 | % | | | | | | | | 3.85 | % |
| | | | | | | | | | | | | | | | | | |
Net interest margin (5) | | | | | | | | 3.95 | % | | | | | | | | 4.52 | % |
| | | | | | | | | | | | | | | | | | |
Ratio of average interest-earning assets to average interest-bearing liabilities | | | 1.19 | | | | | | | | | 1.28 | | | | | | |
| | | | | | | | | | | | | | | | | | |
(1) | Includes nonperforming loans. |
(2) | Includes Federal Home Loan Bank stock and interest-bearing deposits with banks. |
(3) | Includes Federal Home Loan Bank advances and other borrowings. |
(4) | Interest-rate spread represents the difference between the average yield on interest-earning assets and the average rate of interest-bearing liabilities. |
(5) | Net interest margin is net interest income divided by average interest-earning assets. |
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FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES
Comparison of the Three-Month Periods Ended March 31, 2007 and 2006
General. Our net earnings for the three months ended March 31, 2007 was $750,000 or $.18 earnings per basic share and $.17 earnings per diluted share compared to $847,000 or $.22 earnings per basic share and $.21 per diluted share for the three months ended March 31, 2006. Net earnings decreased primarily due to an increase in noninterest expenses related to branch expansion and an investment in infrastructure to support future growth.
Net Interest Income. Interest income increased to $6.9 million during the three months ended March 31, 2007, from $5.3 million in 2006. Interest on loans for the three months ended March 31, 2007 increased to $6.6 million from $5.1 million for the three months ended March 31, 2006. The increase in interest on loans was primarily due to an increase in the average balance of loans to $349.7 million, during the three months ended March 31, 2007 compared to $279.7 million, during the three months ended March 31, 2006. This increase was also due to an increase in the average yield earned to 7.58% for the three months ended March 31, 2007 from 7.33% for the three months ended March 31, 2006. Interest on securities increased to $192,000 during the three months ended March 31, 2007 from $132,000 for the three months ended March 31, 2006. The increase in interest income on securities was due to a increase in average yield earned from 3.40% in 2006 to 4.80% in 2007.
Interest expense on interest-bearing deposit accounts increased to $2.9 million during the three months ended March 31, 2007, compared to $1.6 million during the three months ended March 31, 2006. The increase was due to a increase in the rate paid to 3.91% during the three months ended March 31, 2007 from 3.00% during the three months ended March 31, 2006, and an increase in the average balance of interest bearing deposits to $291.4 million in 2007 from $216.5 million in 2006. Interest expense on other borrowings increased to $334,000 during the three months ended March 31, 2007, compared to $235,000 during the three months ended March 31, 2006. The increase was due to an increase in the average balance of other borrowings to $27.3 million in 2007 from $23.7 million in 2006, and an increase in the average rate paid on other borrowings to 4.90% during the three months ended March 31, 2007 compared to 3.97% during the three months ended March 31, 2006.
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FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES
Comparison of the Three-Month Periods Ended March 31, 2007 and 2006, Continued
Provision for Loan Losses.Calculating the allowance for loan losses is divided into two primary allocation groups: (1) specific allocation loans and (2) all other passing grade loans. For specific allocation loans, the Company has determined an allowance amount to set aside which it believes is sufficient to cover any potential collateral shortfall. In addition to historical experience factors, the Company also provides for losses due to economic factors, concentration of credit risk and portfolio composition changes. Problem loans are identified by the loan officer, loan review, loan committee or by the examiners. Those loans identified as problem loans are assigned a risk grade. Loans graded special mention are multiplied by an inherent loss factor of 5% to determine the amount to be included in the allowance. Loans graded substandard are multiplied by a loss factor of 10%, loans graded doubtful are multiplied by a loss factor of 50% and loans graded loss are multiplied by a loss factor of 100%. In addition to the 10% and 50% on substandard and doubtful loans, respectively, the loans are individually reviewed for any additional reserve that may be necessary. All other loans, graded pass are multiplied by an historical experience factor to determine the appropriate level of the allowance for loan losses.
The provision for loan losses was $137,000 for the three months ended March 31, 2007 compared to $60,000 for the three months ended March 31, 2006. While continued economic weakness, rapidly rising interest rates, or other factors could cause stress on the loan portfolio and affect the levels of nonperforming assets and charge-offs, management believes that the levels of nonperforming assets and the charge-off ratio are stable under the current circumstances.
The allowance for loan losses is $3.6 million at March 31, 2007. While management believes that its allowance for loan losses is adequate as of March 31, 2007, future adjustments to the Company’s allowance for loan losses may be necessary if economic conditions differ substantially from the assumptions used in making the initial determination.
Noninterest Income. Noninterest income increased to $341,000 in 2007 from $299,000 for the three- months ended March 31, 2006. The increase is primarily due to an increase in service charges on deposit accounts and in other noninterest income.
Noninterest Expense. Total noninterest expense increased to $2.8 million for the three months ended March 31, 2007 from $2.4 million for the comparable period ended March 31, 2006, primarily due to an increase in employee compensation and benefits to $1.8 million from $1.6 million for the same period in 2006. The opening of a new banking office in the third quarter of 2006 added $134,000 in noninterest expense for the first quarter compared to same period in 2006. Additional investments were made in staffing and facilities to support future growth.
Income Taxes. Income taxes for the three months ended March 31, 2007, was $431,000 or 36.5% compared to $490,000 or 36.6% for the period ended March 31, 2006.
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FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk is the risk of loss from adverse changes in market prices and rates. The Company’s market risk arises primarily from interest-rate risk inherent in its lending, investment and deposit taking activities. The Company has little or no risk related to trading accounts, commodities or foreign exchange.
Management actively monitors and manages its interest rate risk exposure. The primary objective in managing interest-rate risk is to limit, within established guidelines, the adverse impact of changes in interest rates on the Company’s net interest income and capital, while adjusting the Company’s asset-liability structure to obtain the maximum yield-cost spread on that structure. Management relies primarily on its asset-liability structure to control interest rate risk. However, a sudden and substantial increase in interest rates could adversely impact the Company’s earnings, to the extent that the interest rates borne by assets and liabilities do not change at the same speed, to the same extent, or on the same basis. There has been no significant change in the Company’s market risk exposure since December 31, 2006.
Item 4. Controls and Procedures
a. | Evaluation of disclosure controls and procedures. The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed within 90 days of the filing date of this report, the Chief Executive and Chief Financial officers of the Company concluded that the Company’s disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. |
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 those controls by the Chief Executive and Chief Financial officers. |
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There are no material pending legal proceeding to which First Community Bank Corporation of America and Subsidiaries, is a party or to which any of their property is subject.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed in Item 1A“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2006.
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FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES
PART II. OTHER INFORMATION, CONTINUED
Item 6. Exhibits
Exhibits. The following exhibits were filed with the Securities and Exchange Commission.
| | | | |
Exhibit No. | | Description of Exhibit |
* | | 3.1 | | Amended and Restated Articles of Incorporation |
| | |
* | | 3.2 | | Bylaws |
| | |
* | | 4.1 | | Specimen Common Stock Certificate |
| | |
* | | 4.3 | | Warrant Certificate |
| | |
** | | 10.1 | | Employment Agreement of Kenneth P. Cherven dated June 16, 2002 |
| | |
* | | 10.2 | | First Amended and Restated Non-Employee Director Stock Option Plan |
| | |
* | | 10.3 | | Long-Term Incentive Plan |
| | |
* | | 10.4 | | Incentive Compensation Plan |
| | |
*** | | 10.5 | | Employment Agreement of Kenneth P. Cherven dated November 29, 2004 |
| | |
**** | | 10.6 | | Deferred Compensation Plan of Kenneth P. Cherven dated January 1, 2005. |
| | |
| | 31.1 | | Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act |
| | |
| | 31.2 | | Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act |
| | |
| | 32.1 | | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002 |
| | |
| | 32.2 | | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002 |
| | |
** | | 99.5 | | Audit Committee Charter |
* | Exhibits marked with an asterisk were submitted with the Company’s original filing of Form SB-2 on April 7, 2003. |
** | Exhibits marked with a double asterisk were submitted with the Company’s filing of its Amendment One to Form SB-2 on May 8, 2003. |
*** | Exhibits marked with triple asterisk were submitted with the Company’s filing of Form 10-QSB on May 13, 2005. |
**** | Exhibits marked with quadruple asterisk were submitted with the Company’s filing of Form 10-QSB on August 12, 2005. |
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FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES
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 BANK CORPORATION OF AMERICA |
| | | | (Registrant) |
| | | |
Date: | | May 15, 2007 | | By: | | /s/ Kenneth P. Cherven |
| | | | | | Kenneth P. Cherven, President and Chief Executive Officer |
| | | |
Date: | | May 15, 2007 | | By: | | /s/ Stan B. McClelland |
| | | | | | Stan B. McClelland, Chief Financial Officer |
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