FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended.................................March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from......................to.......................
Commission File No. 0-19618
FIRST COMMUNITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1833586
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
210 East Harriman
Bargersville, IN 46106
(Address of principal executive offices)
(Zip Code)
(317) 422-5171
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
Outstanding Shares of Common Stock on March 31, 1998: 989,848
FIRST COMMUNITY BANCSHARES, INC. AND SUBSIDIARY
FORM 10-Q
INDEX
Page No.
--------
Forward Looking Statement...................................................3
Part I. Financial Information:
Item 1. Financial Statements:
Consolidated Condensed Balance Sheet..............................4
Consolidated Condensed Statement of Income........................5
Consolidated Condensed Statement of Comprehensive Income..........6
Consolidated Condensed Statement of Changes
in Stockholders' Equity.......................................7
Consolidated Condensed Statement of Cash Flows....................8
Notes to Consolidated Condensed Financial Statements..............9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations..........................10
Item 3. Quantitative and Qualitative Disclosures About Market Risk...12
Part II. Other Information:
Item 1. Legal Proceedings............................................15
Item 2. Changes In Securities........................................15
Item 3. Defaults Upon Senior Securities..............................15
Item 4. Submission of Matters to a Vote of Security Holders..........15
Item 5. Other Information............................................15
Item 6. Exhibits and Reports on Form 8-K.............................15
Signatures.................................................................16
FORWARD LOOKING STATEMENT
This Quarterly Report on Form 10-Q ("Form 10-Q") contains statements which
constitute forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements appear in a
number of places in this Form 10-Q and include statements regarding the
intent, belief, outlook, estimate or expectations of the Registrant
(as defined below), its directors or its officers primarily with respect to
future events and the future financial performance of the Registrant.
Readers of this Form 10-Q are cautioned that any such forward looking
statements are not guarantees of future events or performance and involve
risks and uncertainties, and that actual results may differ materially from
those in the forward looking statements as a result of various factors.
The accompanying information contained in this Form 10-Q identifies important
factors that could cause such differences. These factors include changes in
interest rates; loss of deposits and loan demand to other financial
institutions; substantial changes in financial markets; changes in real
estate values and the real estate market or regulatory changes.
Part I - Financial Information
Item 1. Financial Statements
- ------- --------------------
FIRST COMMUNITY BANCSHARES, INC. AND SUBSIDIARY
Consolidated Condensed Balance Sheet
(Unaudited)
March 31, December 31,
1998 1997
-------------------------------
ASSETS
Cash and due from banks $ 870,311 $ 933,574
Short-term interest-bearing deposits 10,544,731 10,297,654
-------------------------------
Cash and cash equivalents 11,415,042 11,231,228
Investment securities
Available for sale 2,726,205 2,771,058
Held to maturity 1,308,330 1,708,679
-------------------------------
Total investment securities 4,034,535 4,479,737
Loans 81,942,023 80,000,575
Allowance for loan losses (880,254) (848,085)
-------------------------------
Net Loans 81,061,769 79,152,490
Premises and equipment 1,977,906 1,944,779
Federal Home Loan Bank of Indianapolis stock, at cost 777,800 777,800
Foreclosed real estate 22,000 78,636
Interest receivable 673,399 700,079
Other assets 401,320 374,965
-------------------------------
Total assets $100,363,771 $98,739,714
===============================
LIABILITIES
Deposits
Noninterest-bearing $ 6,536,500 $ 7,623,814
Interest-bearing 82,488,334 80,071,501
-------------------------------
Total deposits 89,024,834 87,695,315
Federal Home Loan Bank of Indianapolis advances 2,929,789 2,929,789
Interest payable 320,931 250,617
Other liabilities 336,149 313,987
-------------------------------
Total liabilities 92,611,703 91,189,708
-------------------------------
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' EQUITY
Preferred stock, no-par value
Authorized and unissued - 1,000,000 shares
Common stock, no-par value
Authorized - 4,000,000 shares
Issued and outstanding - 989,848 shares 6,722,251 6,722,251
Retained earnings and contributed capital 1,002,790 794,796
Accumulated other comprehensive income 27,027 32,959
-------------------------------
Total stockholders' equity 7,752,068 7,550,006
-------------------------------
Total liabilities and stockholders' equity $100,363,771 $98,739,714
===============================
See notes to consolidated condensed financial statements.
FIRST COMMUNITY BANCSHARES, INC. AND SUBSIDIARY
Consolidated Condensed Statement of Income
(Unaudited)
Three Months Ended
March 31,
-------------------------------
1998 1997
-------------------------------
Interest Income
Loans, including fees $1,800,939 $1,531,909
Investment securities
Taxable 57,595 45,244
Tax exempt 17,602 29,383
Interest-bearing time deposits 101,154 41,891
Dividends 16,669 16,248
------------------------------
Total interest income 1,993,959 1,664,675
------------------------------
Interest Expense
Deposits 1,036,089 814,494
FHLB advances 42,382 35,103
-------------------------------
Total interest expense 1,078,471 849,597
-------------------------------
Net Interest Income 915,488 815,078
Provision for loan losses 60,000 54,000
-------------------------------
Net Interest Income After Provision for Loan Losses 855,488 761,078
-------------------------------
Other Income
Trust fees 22,595 10,840
Service charges on deposit accounts 72,628 55,510
Other operating income 9,003 7,275
-------------------------------
Total other income 104,226 73,625
Other Expenses
Salaries and employee benefits 307,859 287,714
Premises and equipment 76,270 67,687
Advertising 26,295 28,105
Data processing fees 65,122 54,978
Deposit insurance expense 12,508 10,290
Printing and office supplies 27,567 17,599
Legal and professional fees 23,565 38,847
Telephone expense 16,849 17,318
Other operating expense 90,830 71,094
-------------------------------
Total other expenses 646,865 593,632
-------------------------------
Income Before Income Tax 312,849 241,071
Income tax expense 104,855 77,830
-------------------------------
Net Income $ 207,994 $ 163,241
===============================
Basic earnings per share $ .21 $ .16
Diluted earnings per share .21 .16
See notes to consolidated condensed financial statements.
FIRST COMMUNITY BANCSHARES, INC. AND SUBSIDIARY
Consolidated Condensed Statement of Comprehensive Income
(Unaudited)
Three Months Ended
March 31,
-------------------------------
1998 1997
-------------------------------
Net Income $ 207,994 $ 163,241
Other comprehensive income, net of tax
Holding losses on securities available for sale: (5,932) (10,528)
-------------------------------
Comprehensive income $ 202,062 $ 152,713
===============================
FIRST COMMUNITY BANCSHARES, INC AND SUBSIDIARY
Consolidated Condensed Statement of Changes in Stockholders' Equity
For the Three Months Ended March 31, 1998
(Unaudited)
Retained
Earnings Accumulated
Common Stock and Other
--------------------------
Shares Contributed Comprehensive
Outstanding Amount Capital Income Total
-------------------------------------------------------------------------
Balances, January 1, 1998 989,848 $6,722,251 $794,796 $32,959 $7,550,006
Net income for the period 207,994 207,994
Holding losses on securities
available for sale (5,932) (5,932)
-------------------------------------------------------------------------
Balances, March 31, 1998 989,848 $6,722,251 $1,002,790 $27,027 $7,752,068
See notes to consolidated condensed financial statements.
FIRST COMMUNITY BANCSHARES, INC. AND SUBSIDIARY
Consolidated Condensed Statement of Cash Flows
(Unaudited)
Three Months Ended
March 31,
-------------------------------
1998 1997
-------------------------------
Operating Activities
Net income $ 207,994 $ 163,241
Adjustments to reconcile net income to net cash provided by
operating activities
Provision for loan losses 60,000 54,000
Depreciation and amortization 34,083 31,689
Investment securities amortization 378 1,751
Net change in:
Interest receivable 26,680 15,055
Interest payable 70,314 18,579
Other assets (22,463) 31,564
Other liabilities 22,162 157,985
-------------------------------
Net cash provided by operating activities 399,148 473,864
-------------------------------
Investing Activities
Proceeds from maturities of securities available for sale 35,000 405,000
Proceeds from paydowns and maturities of securities held
to maturity 400,000 56,704
Net change in loans (1,969,279) (3,434,301)
Proceeds from sale of other real estate 56,636 123,167
Purchases of property and equipment (67,210) (13,972)
-------------------------------
Net cash used by investing activities (1,544,853) (2,863,402)
-------------------------------
Financing Activities
Net change in
Noninterest-bearing, NOW and savings deposits (681,711) (1,565,115)
Certificates of Deposit 2,011,230 4,997,067
Cash dividends (94,282)
-------------------------------
Net cash provided by financing activities 1,329,519 3,337,670
-------------------------------
Net Change in Cash and Cash Equivalents 183,814 948,132
Cash and Cash Equivalents, Beginning of Period 11,231,228 7,034,571
-------------------------------
Cash and Cash Equivalents, End of Period $11,415,042 $ 7,982,703
===============================
Supplemental cash flow disclosures
Interest paid $ 1,008,157 $ 831,018
Income tax paid 113,925 35,000
See notes to consolidated condensed financial statements.
FIRST COMMUNITY BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Condensed Financial Statements
March 31, 1998
(Unaudited)
Note 1: Basis of Presentation
- -----------------------------
The consolidated financial statements include the accounts of First Community
Bancshares, Inc. (the "Company") and its wholly owned subsidiary, First
Community Bank & Trust, a state chartered bank (the "Bank"). A summary of
significant accounting policies is set forth in Note 1 of Notes to Financial
Statements included in the December 31, 1997, Annual Report to Shareholders.
All significant intercompany accounts and transactions have been eliminated
in consolidation.
The interim consolidated financial statements have been prepared in
accordance with instructions to Form 10-Q, and therefore do not include all
information and footnotes necessary for a fair presentation of financial
position, results of operations and cash flows in conformity with generally
accepted accounting principles.
The interim consolidated financial statements at March 31, 1998, and for the
three months ended March 31, 1998 and 1997, have not been audited by
independent accountants, but reflect, in the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows
for such periods.
Note 2: Earnings Per Share
- --------------------------
Three Months Ended Three Months Ended
March 31, 1998 March 31, 1997
-------------- --------------
Weighted Weighted
Average Per Share Average Per Share
Income Shares Amount Income Shares Amount
------ ------ ------ ------ ------ ------
BASIC EARNINGS PER SHARE
Income available to
common shareholders $207,994 989,848 $ .21 $163,241 989,848 $ .16
========= ==========
EFFECT OF DILUTIVE STOCK OPTIONS 14,498 13,803
---------------------- ----------------------
DILUTED EARNINGS PER SHARE
Income available to
common shareholders and
assumed conversions 207,994 1,004,346 $ .21 $163,241 1,003,651 $ .16
================================== =================================
Note 3: Changes in Methods of Accounting
- ----------------------------------------
During 1997, the Financial Accounting Standards Board ("FASB") issued
Statement No. 130, Reporting Comprehensive Income, establishing standards for
the reporting of comprehensive income and its components in financial
statements. Statement No. 130 is applicable to all entities that provide a
full set of financial statements. Enterprises that have no items of other
comprehensive income in any period presented are excluded from the scope of
this Statement.
Statement No. 130 is effective for interim and annual periods beginning after
December 15, 1997. The Company has adopted Statement No. 130 during the first
fiscal quarter of 1998. See the Consolidated Condensed Statement of
Comprehensive Income on page 6.
Item 2. Management's Discussion and Analysis of Financial Condition
-----------------------------------------------------------
and Results of Operations
-------------------------
Results of Operations
- ---------------------
First Community Bancshares, Inc. ("Company") and its wholly owned subsidiary,
First Community Bank ("Bank") had net income of $207,994 and $163,241 for the
three months ending March 31, 1998 and 1997, respectively. Net interest
income was $915,488 and $815,078 for the three months ending March 31, 1998
and March 31, 1997, respectively.
Net income increased $44,753 for the three months ended March 31, 1998,
when compared to the same period in 1997, due primarily to the increase in
net interest income offset by general increases in other expenses. This
increase in net interest income resulted primarily from increases in interest
income on loans and short-term interest-bearing time deposits offset by an
increase in interest expense on deposits. These increases in interest income
and expense resulted primarily from increases in the volume of these
interest-earning assets and interest-bearing liabilities. The increase in
income from service charges on deposit accounts of $17,118 resulted from an
increase in the number of deposit accounts. The increases in other expenses
were directly a result of the overall growth of the Bank. Income taxes
increased $27,075 for the three months ended March 31, 1998, when compared
to the same period in 1997, because of the increase in the Company's income
before taxes of $71,778.
Balance Sheet
- -------------
Loans and Deposits The Bank had an increase in net loans outstanding from
- ------------------
$79,152,490 on December 31, 1997 to $81,061,769 on March 31, 1998. This
increase is primarily due to an increasing customer base.
Deposits increased from $87,695,315 on December 31, 1997 to $89,024,834 on
March 31, 1998. This increase, as in the increases in the loan portfolio, is
due to an increase in customer base.
Classification of Assets, Allowance for Loan Losses, and Nonperforming Loans
- ----------------------------------------------------------------------------
The Bank currently classifies loans as substandard, doubtful and loss to
assist management in addressing collection risks and pursuant to regulatory
requirements which are not necessarily consistent with generally accepted
accounting principles. Substandard loans represent credits characterized by
the distinct possibility that some loss will be sustained if deficiencies are
not corrected. Doubtful loans possess the characteristics of substandard
loans, but collection or liquidation in full is doubtful based upon existing
facts, conditions and values. A loan classified as a loss is considered
uncollectible. As of March 31, 1998, the Bank had $404,410 of loans
classified as substandard, none as doubtful and none as loss. The allowance
for loan losses was $880,254 or 1.1% of net loans receivable at March 31, 1998
compared to $848,085 or 1.1% of net loans receivable at December 31, 1997. A
portion of classified loans are non-accrual loans. First Community had
non-accrual loans totaling $220,205 at March 31, 1998 compared to $204,070 at
December 31, 1997.
Liquidity and Capital Resources
- -------------------------------
Liquidity refers to the ability of a financial institution to generate
sufficient cash to fund current loan demand, meet savings deposit withdrawals
and pay operating expenses. The primary sources of liquidity are cash,
interest-bearing deposits in other financial institutions, marketable
securities, loan repayments, increased deposits and total institutional
borrowing capacity.
Cash and interest-bearing deposits, when combined with investments, have
remained a relatively constant percent of total assets, while increasing in
dollar volume. Management's goal is to maintain approximately twenty percent
(20%) to twenty-five percent (25%) of total assets in cash, interest-bearing
deposits and investments in order to satisfy the Company's need for liquidity
and other short-term obligations.
Management believes that it has adequate liquidity for the Company's short-
and long-term needs. Short-term liquidity needs resulting from normal
deposit/withdrawal functions are provided by the Company retaining a portion
of cash generated from operations in a Federal Home Loan Bank ("FHLB") daily
investment account. This account acts as a short-term liquidity source while
providing interest income to the Company. Long-term liquidity and other
liquidity needs are provided by the ability of the Company to borrow up to
$23,952,203 from the FHLB. The balance of its borrowings was $2,929,789 at
March 31, 1998 and December 31, 1997, respectively.
At March 31, 1998, the Company and the Bank had core capital of approximately
7.72% and 7.75% respectively. Both institutions had risk-based capital in
excess of 8.0%. The regulatory core and risk-based capital requirements are
4.0% and 8.0% respectively.
Other
- -----
The Securities and Exchange Commission maintains a Web site that contains
reports, proxy information statements, and other information regarding
registrants that file electronically with the Commission, including First
Community. The address is (http://www.sec.gov).
Year 2000
- ---------
Based on a preliminary study, the Company expects to spend approximately
$15,000 to $25,000 from 1998 through 1999 to modify its computer information
systems enabling proper processing of transactions relating to the year 2000
and beyond. The Company continues to evaluate appropriate courses of
corrective action, including replacement of certain systems whose associated
costs would be recorded as assets and amortized. Accordingly, the Company
does not expect the amounts required to be expended over the next two years to
have a material effect on its financial position or results of operations.
The amount expensed in 1997 was immaterial.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- ------ ----------------------------------------------------------
One of the actions undertaken by the Company's management has been to adopt
asset/liability management policies in an attempt to reduce the susceptibility
of the Company's net interest spread to the adverse impact of volatile
interest rates by attempting to match maturities (or time-to-repricing) of
assets with maturities or repricing of liabilities and then actively managing
any mismatch. Accomplishing this objective requires attention to both the
asset and liability sides of the balance sheet. The difference between
maturity of assets and maturity of liabilities is measured by the
interest-rate gap.
At March 31, 1998, the Company's one-year cumulative interest-rate gap as a
percent of total assets was a negative 22.87%. This negative interest-rate
gap represents substantial risk for the Company in an environment of rising
interest rates. A negative interest-rate gap means the Company's earnings are
vulnerable in periods of rising interest rates because during such periods the
interest expense paid on liabilities will generally increase more rapidly than
the interest income earned on assets. Conversely, in a falling interest-rate
environment, the total interest expense paid on liabilities will generally
decrease more rapidly than the interest income earned on assets. A positive
interest-rate gap would have the opposite effect.
Asset management goals have been directed toward obtaining a suitable balance
of asset quality, liquidity and diversification in order to stabilize and
improve earnings. The asset management strategy has concentrated on
shortening the maturity of its loan portfolio by increasing adjustable-rate
loans and short-term installment and commercial loans. However, increasing
short-term installment and commercial loans increases the overall risk of the
loan portfolio. Such risk relates primarily to collection and to the loans
that often are secured by rapidly depreciating assets. The Company's ratio of
non-performing assets to total assets was .57% at March 31, 1998 and .42% at
December 31, 1997.
The primary goal in the management of liabilities has been to extend the
maturities and improve the stability of deposit accounts. Management has
attempted to combine a policy for controlled growth with a strong, loyal
customer base to control interest expense. A substantial amount of deposits
have been obtained on a bid basis and those deposits have increased from
$10,519,000 at December 31, 1997 to $10,971,000 at March 31, 1998.
The following schedule illustrates the interest-rate sensitivity of
interest-earning assets and interest-bearing liabilities at March 31, 1998.
Mortgages which have adjustable or renegotiable interest rates are shown as
subject to change every one to three years based upon the contracted-for
adjustment period. This schedule does not reflect the effects of possible
prepayments on enforcement of due-on-sale clauses.
At March 31, 1998 Maturing or Repricing
-----------------------------------------------------
One
Year 1 - 3 3 - 5 Over 5
or Less Years Years Years Total
-----------------------------------------------------
(Dollars in 000's)
Interest-earning assets:
Adjustable rate mortgages $ 12,667 $ 3,850 $ 4,448 $ 124 $ 21,089
Fixed rate mortgages 3,971 2,115 1,973 8,835 16,894
Commercial loans 12,516 1,596 870 238 15,220
Consumer loans 7,942 11,928 4,496 1,120 25,486
Tax-exempt loans and leases 24 3,229 3,253
Investments 1,630 1,116 220 1,069 4,035
FHLB stock 778 778
Interest-bearing deposits 10,545 10,545
-----------------------------------------------------
Total interest-earning
assets 50,073 20,605 12,007 14,615 97,300
-----------------------------------------------------
Interest-bearing liabilities:
Fixed maturity deposits 37,581 14,144 2,007 26 53,758
Other deposits 35,267 35,267
FHLB advances 177 794 1,725 234 2,930
-----------------------------------------------------
Total interest-bearing
liabilities 73,025 14,938 3,732 260 91,955
Excess (deficiency) of interest-
earning assets over interest-
bearing liabilities (22,952) 5,667 8,275 14,355 5,345
Cumulative excess (deficiency)
of interest-earning assets over
interest-bearing liabilities (22,952) (17,285) (9,010) 5,345
Cumulative ratio at March 31,
1998 as a percent of total assets (22.87)% (17.22)% (8.98)% 5.33%
The following table provides information about the Registrant's significant
financial instruments at March 31, 1998 that are sensitive to changes in
interest rates. The table presents principal cash flows and related weighted
average interest rates (on a tax equivalent basis) by expected maturity dates.
Maturing in years ending March 31,
---------------------------------------------------------------------------
Fair Value
999 2000 2001 2002 2003 Thereafter Total
---------------------------------------------------------------------------
Assets
- ------
Investment securities
available for sale
Fixed rate $ 985 $ 650 $ 100 $ 115 $ 100 $ 777 $ 2,727 $ 2,727
Average interest rate 9.82% 9.88% 9.10% 8.97% 9.75% 10.10% 9.84%
Investment securities
held to maturity
Fixed rate 645 266 100 5 292 1,308 1,333
Average interest rate 5.39% 6.39% 6.85% 7.12% 7.18% 6.11%
Loans
Fixed rate 15,083 7,781 6,383 4,221 2,433 13,388 49,289 50,018
Average interest rate 9.55% 9.29% 9.06% 8.83% 8.68% 8.14% 8.95%
Variable rate 9,696 2,055 1,174 2,006 1,193 16,529 32,653 33,004
Average interest rate 9.68% 10.06% 9.27% 9.85% 9.56% 8.89% 9.30%
Liabilities
- -----------
Deposits
NOW, Money Market
and Savings Deposits
Variable rate 35,267 35,267 35,267
Average interest rate 3.60% 3.60%
Certificates of Deposit
Fixed rate 37,581 11,284 2,860 833 1,174 26 53,758 53,968
Average interest rate 5.92% 6.04% 6.09% 5.95% 6.14% 6.10% 5.96%
FHLB Advances
Fixed rate 177 156 638 122 1,603 234 2,930 2,926
Average interest rate 6.01% 6.01% 6.05% 6.01% 5.77% 5.85% 5.90%
Part II - Other Information
Item 1. Legal Proceedings.
- ------- ------------------
None.
Item 2. Changes in Securities.
- ------- ----------------------
Not applicable.
Item 3. Defaults upon Senior Securities.
- ------- --------------------------------
Not applicable.
Item 4. Submission of Matters to a Vote by Security Holders.
- ------- ----------------------------------------------------
None.
Item 5. Other Information.
- ------- ------------------
None.
Item 6. Exhibits and Reports on Form 8-K.
- ------- ---------------------------------
(a) Exhibit 27 Financial Data Schedule.
(b) No reports were filed on Form 8-K during the quarter
ended March 31, 1998.
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 BANCSHARES, INC.
By: /s/ Albert R. Jackson III
-------------------------
Albert R. Jackson III
Chief Executive Officer,
Chief Financial Officer,
Director and Secretary
May 14, 1998