Securities and Exchange Commission Washington, D.C. 20549 Form 10 - QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT 0F 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2001 Commission file number: 000-26117 FIRST COMMUNITY FINANCIAL CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) NORTH CAROLINA 56-2119954 - --------------------------------- --------------------------------------- (State or other jurisdiction (I.R.S. Employer Identification Number) of incorporation or organization) 708 SOUTH CHURCH STREET, BURLINGTON, N.C. 27215 - -------------------------------------------------------------------------------- (Address of principal executive offices) 336-229-2744 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) NOT APPLICABLE - -------------------------------------------------------------------------------- (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 ------------ ------------- 1,608,883 common shares, no par value, were outstanding as of May 8, 2001. FIRST COMMUNITY FINANCIAL CORPORATION AND SUBSIDIARY INDEX Page Number PART I FINANCIAL INFORMATION Item 1 Financial Statements Condensed Consolidated Balance Sheets 1 March 31, 2001 and December 31, 2000 Condensed Consolidated Statements of Income 2 Three months ended March 31, 2001 and 2000 Condensed Consolidated Statements of Comprehensive Income 3 Three months ended March 31, 2001 and 2000 Condensed Consolidated Statements of Cash Flow 4 Three months ended March 31, 2001 and 2000 Notes to Condensed Consolidated Financial Statements 5 - 6 Item 2 Management's Discussion and Analysis of Financial Condition 7 - 12 and Results of Operations PART II OTHER INFORMATION Item 1 Legal Proceedings 13 Item 2 Changes in Securities and Use of Proceeds 13 Item 3 Defaults Upon Senior Securities 13 Item 4 Submission to Matters to a vote of Security Holders 13 Item 5 Other Information 13 Item 6 Exhibits and Reports on Form 8-K 13 PART I. FINANCIAL INFORMATION Item 1. Financial Statements First Community Financial Corporation Condensed Consolidated Balance Sheets (dollars in thousands) March 31, 2001 December 31, 2000 -------------- ----------------- Assets Cash and cash equivalents $4,799 $5,379 Investment Securities: Available for sale 9,490 11,924 Mortgaged-backed securities Available for sale 14,439 8,728 FHLB, at cost which approximates market 1,925 1,925 Loans receivable held for sale 3,135 Loans receivable held for investment, net 163,935 166,180 Premisies and equipment 4,317 4,355 Deferred income taxes 2,335 2,429 Other assets 3,908 3,785 -------- -------- Total assets $208,283 $204,705 ======== ======== Liabilities and Shareholders' Equity Deposits: Noninterest-bearing demand $2,402 $2,482 Interest-bearing demand 13,511 13,825 Savings 14,547 14,952 Certificates of deposits, $100,000 and over 26,801 23,509 Other time deposits 97,563 102,554 -------- -------- Total deposits 154,824 157,322 -------- -------- Borrowed money 5,000 0 Other liabilities 4,704 3,945 -------- -------- Total liabilities 164,528 161,267 -------- -------- Shareholders' equity: Preferred stock, no par value, 5,000,000 shares authorized; no shares issued or outstanding Common stock, no par value, 20,000,000 shares authorized; 1,608,083 shares issued and outstanding at March 31,2001 and December 31, 2000 22,434 22,428 Unearned ESOP shares, 132,682 shares at March 31, 2001 and 135,187 shares at December 31, 2000 (1,990) (2,028) Deferred stock award - MRP (812) (851) Retained earnings, substantially restricted 24,172 24,142 Accumulated other comprehensive income (loss), net (49) (253) -------- -------- Total shareholders' equity 43,755 43,438 -------- -------- Total liabilities and shareholders' equity $208,283 $204,705 ======== ======== See accompanying notes to condensed consolidated financial statements 1 Item 1. Continued First Community Financial Corporation Condensed Consolidated Statements of Income (dollars in thousands) Three Months Ended March 31, ----------------------------- 2001 2000 -------------- -------------- Interest income: Interest and fees on loans $3,460 $3,098 Interest and dividends on investments 388 1,115 --------- --------- Total interest income 3,848 4,213 Interest expense: Interest on deposits 2,054 1,681 Interest on borrowed money 13 521 --------- --------- Total interest expense 2,067 2,202 --------- --------- Net interest income before provision for loan losses 1,781 2,011 Provision for loan losses 105 95 --------- --------- Net interest income 1,676 1,916 --------- --------- Other income: Total other operating income 145 186 General and administrative expenses: Compensation and fringe benefits 865 811 Occupancy 83 56 Furniture and fixtures 107 92 Advertising 12 43 Data processing 94 44 Other 349 285 --------- --------- Total general and administrative expenses 1,510 1,331 --------- --------- Income before income taxes 311 771 Income taxes 120 242 --------- --------- Net income $ 191 $ 529 ========= ========= PER SHARE DATA Earnings per share, basic $0.13 $0.30 Earnings per shared, diluted $0.13 $0.30 Weighted average shares outstanding, basic 1,425,851 1,736,454 Weighted average shares outstanding, diluted 1,437,783 1,736,454 See accompanying notes to condensed consolidated financial statements 2 Item 1. Continued First Community Financial Corporation Condensed Consolidated Statements of Comprehensive Income (dollars in thousands) Three Months Ended March 31, ------------------------------ 2001 2000 --------- ---------- Net income $191 $529 --------- --------- Unrealized gain (loss) on available for sale securities 311 29 Reclassification of net (gains) losses recognized in net income (1) 23 Income taxes relating to unrealized gain on available (106) (18) for sale securities --------- --------- Other comprehensive income (loss) 204 34 --------- --------- Comprehensive income $395 $563 ========= ========= See accompanying notes to condensed consolidated financial statements 3 Item 1. Continued First Community Financial Corporation Condensed Consolidated Statements of Cash Flows (dollars in thousands) Three months ended March 31, 2001 2000 ---- ---- Cash flows from operating activities: Net income $191 $529 Adjustments to reconcile net income to net cash provided by operating activities Provision for loan losses 105 95 Depreciation 108 25 ESOP Contribution 37 37 MRP Contribution 38 Loss (gain) on sale of securities (1) 23 Gain on sale of assets 0 (53) Accretion of discounts on securities, net (9) (10) Provision for deferred income taxes 23 (84) Originations of loans held for sale (3,418) (467) Proceeds from sale of loans held for sale 284 302 Net loss (gains) on sale of loans 1 Other operating activities 576 (517) ------ ------ Net cash provided by operating activities (2,065) (120) ------ ------ Investing activities: Purchases of investment securities available for sale (9,682) (1,526) Proceeds from sales of securities and mortgagebacked securities available for sale 6,174 8,094 Proceeds from maturities of securities available for sale 1,474 Proceeds from principal repayment of mortgagebacked securities available for sale 551 371 Net increase in loans held for investment 2,172 (10,413) Proceeds from sale of premises and equipment 66 Purchases of premises and equipment (71) ------ ------ Net cash used in investing activities (856) (1,934) ------ ------ Financing activities: Net increase (decrease) in deposit accounts (2,498) 3,002 Repurchase of common stock (643) Payment of dividends on common stock (161) (282) Proceeds (repayments) of FHLB borrowings, net of proceeds 5,000 (500) ------ ------ Net cash provided by financing activities 2,341 1,577 ------ ------ Increase (decrease) in cash and cash equivalents (580) (477) Cash and cash equivalents, beginning of period 5,379 6,583 ------ ------ Cash and cash equivalents, end of period $4,799 $6,106 ====== ====== See accompanying notes to condensed consolidated financial statements 4 Item 1. Continued First Community Financial Corporation Notes to Condensed Consolidated Financial Statements 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim information and with the instructions to FORM 10-Q SB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ended December 31, 2001. 2. Conversion from Mutual to Stock form of Ownership On June 14, 1999, members of Community Savings Bank, SSB eligible to vote at a a special meeting, voted to approve the conversion of Community Savings Bank, SSB. The conversion involved the transformation of Community Savings Bank, SSB from mutual to stock form, First Community's acquisition of all of the outstanding capital stock of Community Savings Bank, SSB and First Community's sale of its common stock to the depositors and borrowers of Community Savings Bank, SSB and other persons who had the right to purchase shares. The sale was completed June 21,1999, and First Community Financial Corporation began trading on June 21,1999 on the NASDAQ national markets exchange under the symbol "FCFN". 1,880,798 shares of no par common stock were issued raising $25.2 million of net proceeds. 3. Analysis of Allowance for Loan Loss Three months ended March 31, ---------------------------- 2001 2000 ----------- ----------- (in thousands) Beginning balance $2,353 $1,839 Provision for loan loss $105 $95 Net (charge-offs) recoveries (35) 13 Balance, end of period $2,423 $1,947 Ratio of net charge-offs to average loans outstanding 0.02% -0.01% Ratio of allowance to total loans outstanding 1.43% 1.19% at end of period Ratio of allowance to total nonperforming 122.68% 127.01% assets at end of period 5 Item 1. Continued First Community Financial Corporation Notes to Condensed Consolidated Financial Statements 4. Net Income (Loss) Per Share of Common Stock Basic income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of common shares outstanding (less unearned ESOP shares and unearned stock grants) during the period. Diluted net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of common shares and common stock equivalents outstanding during the period. For loss periods, diluted net loss per share is the same as basic net loss per share. The inclusion of common stock equivalents in loss periods would be anti dilutive. For the three month period ended March 31, 2001, the weighted average number of shares outstanding was 1,425,851. The effect, if any, on diluted earnings per share of future periods of the stock awards described in note 5 will be computed under the treasury stock method. 5. Stock Grant Awards On June 27, 2000, the Company awarded 75,232 shares of stock to directors and employees under the Community Savings Bank, Inc., Management Recognition Plan and Trust, approved by shareholders on June 27, 2000. In accordance with the provision of Accounting Principles Board Opinion No. 25, the Company will recognize the cost of the awards over the vesting period. One-fourth of the shares were immediately vested upon award, and the remainder will vest over the following 36 months. The Company acquired 75,232 shares from the public for an aggregate amount of $1,297,752. The results for the three months ended March 31, 2001 included expense of $36,424 related to their award. 6 PART 1. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Forward Looking Statements Information set forth below contains certain forward-looking statements, which are based on assumptions, and describes future plans, strategies and expectations of First Community Financial Corporation ("First Community" or "the Company"). These forward-looking statements are generally identified by use of the words "believe", "expect", "intend", "anticipate", "estimate", "project", or similar expressions. First Community's ability to predict results or the actual effect of future plans and strategies is inherently uncertain. Factors which could have a materially adverse effect on the operations of First Community and its wholly owned subsidiary, Community Savings Bank, SSB ("Community Savings") include, but are not limited to, changes in: interest rates, general economic conditions, legislation and regulation, monetary and fiscal policies of the U.S. Government including policies of the U.S. Treasury and the Federal Reserve Board, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in its market area and accounting principles and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Financial Condition At March 31, 2001 Compared to December 31, 2000 Total assets increased 1.7% to $208.3 million at March 31, 2001, compared to $204.7 million at December 31, 2000. The increase in assets was principally a result of a $3.1 million dollar increase in loans held for sale and a $3.3 million increase in debt securities, offset by a $2.2 million decrease in loans held for investment, net of reserves. At March 31, 2001, approximately 57.2% of the Community Savings' gross loan portfolio held for investment consisted of loans secured by one- to- four family residential properties. At December 31, 2000, 58.1% of gross loans were secured by 1-4 family residential properties. Loan production continued to emphasize commercial and consumer credits in an effort to diversify the loan portfolio and reduce the reliance on single family 1-4 residential loans. Commercial loans have increased 0.5% or $204 thousand since December 31, 2000 and the construction loan portfolio has increased 1.9% or $417 thousand since December 31, 2000. Securities increased 15.9% at March 31, 2001 to $23.9 million compared to the December 31, 2000 balance of $20.7 million. 7 Deposits decreased to $154.8 million at March 31, 2001 from $157.3 million at December 31, 2000, a decrease of 1.6%. Local deposit competition is very strong causing upward pressure on deposit interest rates. The balance of borrowed funds, collateralized through an agreement with the Federal Home Loan Bank ("FHLB"), was $5 million at March 31, 2001. There were no borrowings with the FHLB at December 31, 2000. The borrowings facilitate a match funded securities transaction. Asset Quality First Community's non-performing assets (loans 90 days or more delinquent and foreclosed real estate and repossessed assets) were $2 million, or 0.95% of total assets, at March 31, 2001, compared to $2.4 million, or 1.16% of total assets, at December 31, 2000. Loans previously charged-off against the allowance for loan losses, net of recoveries for the three-month period ended March 31, 2001, totaled $35 thousand or .02% of average loans outstanding. Management performs a four-step procedure in determining the appropriate level for the allowance for loan losses. First, at the end of each quarter, loan department personnel perform a review of the bank's loan portfolio. Individual loans are assigned an internal classification designation of unclassified, substandard, doubtful, or loss based on historical performance and specific circumstances known to the Bank regarding the financial situation of the customer. Next, impaired loans are identified and a determination is made as to the necessity of creating a specific allowance. Any impairment allowance is based on the expected cash flows and the collateral available. There was one impaired loan totaling $477 thousand at March 31, 2001. A specific impairment allowance was established in the amount of $400 thousand. Next, the substandard and doubtful classifications are analyzed and a risk percentage is determined considering each type of loan and the severity of any probable loss. All loans categorized as "loss" are fully reserved. The final procedure is to assign risk percentages to unclassified loans based on historical and industry information regarding probable, yet unidentifiable, losses inherent in the portfolio. Industry factors are adjusted to reflect Bank circumstances. Since First Community is entering new lines of business with little past experience to draw on in the areas of commercial, construction and consumer lending, an entry period of higher than industry norm loss is reflected in the risk percentages assigned these loan categories. In the opinion of management, the specific reserve of $400 thousand and the general allowance for loan losses of $2.0 million at March 31, 2001 were adequate to cover probable losses. 8 Results of Operation for the three month periods ended March 31, 2001 and 2000 Net income is influenced significantly by the performance of net interest income. Net interest income is the difference between interest income (derived from revenues generated from loans, investments and other earning-assets), and interest expense (consisting principally of interest paid on deposits and borrowings). Operations may be materially affected by national and international economic conditions, monetary and fiscal policies of the Federal government, and policies of regulatory authorities. NET INCOME Net income of $191 thousand was recorded for the three-month period ended March 31, 2001, compared to net income of $529 thousand for the three-month period ended March 31, 2000, a decrease of $338 thousand or 63.9%. The decrease in net income is primarily due to a 12.5% decrease in net interest income after the provision for loan losses or $240 thousand, and general and administrative expense increase of 13.4% or $179 thousand. General and administrative increases reflect a 6.7% or $54 thousand increase in compensation and fringe benefits, $50 thousand or 113.6% increase in data processing expense and $64 thousand or 22.4% increase in other expense. INTEREST INCOME Interest income decreased 8.7% or $365 thousand for the three months ended March 31, 2001 to $3.8 million compared to $4.2 million for the three months ended March 31, 2000. The decrease in interest income is two fold. Interest and fees on loans increased 11.7% or $362 thousand reflecting managements continued emphasis on developing commercial, construction and consumer lending. Interest and dividends on investments decreased 65.2% or $727 thousand, resulting from the dissolution of a $25 million structured, match funded investment transaction during the forth quarter of 2000. The average balance of total interest-earning assets decreased 13.2% or $29.4 million for the three months ended March 31, 2001 compared to average balances at March 31, 2000, resulting primarily from a $40 million decrease in investment average balances and a $8.7 million increase in net loan average balances. The average annualized yield on total average interest-earning assets increased 40 basis points from the 2000 three month period, reflecting an increase in annualized loan yields of 44 basis points offset by a decrease in the annualized yield on investments of 80 basis points. INTEREST EXPENSE Interest expense decreased 6.1% or $135 thousand to $2.1 million for the three months ended March 31, 2001 compared to $2.2 million for the three months ended March 31, 2000. The decrease in interest expense was a result of $373 thousand, or 22.2% increase in interest expense on deposits reflecting the competitiveness of the local deposit market. A $508 thousand, or 97.5% decrease in interest expense on FHLB borrowing reflects the dissolution of a $25 million structured, match funded leveraged bond transaction during 9 the fourth quarter of 2000. The average balance on outstanding FHLB borrowings decreased from $34.3 million for the three months ended March 31, 2000 to $1 million for the three months ended March 31, 2001. The average balance of total interest-bearing liabilities decreased 14.7% or $26.5 million for the three months ended March 31, 2001 compared to average balances for the three months ended March 31, 2000, resulting primarily from Federal Home Loan Bank (FHLB) borrowings to facilitate the dissolution of the previously mentioned leveraged bond transaction. The average annualized cost on total average interest-bearing liabilities increased 48 basis points from the 2000 three month period, resulting from an increase in the annualized rate on Certificates of Deposit of 88 basis points and a decrease in annualized borrowing costs of 88 basis points. NET INTEREST INCOME Net interest income before the provision for loan losses, for the three-month period ended March 31, 2001, decreased 11.4% or $230 thousand to $1.8 million compared to $2 million for the three-month period ended March 31,2000. The change in net interest income was due to a $365 thousand decrease in the net rate/volume change on interest-earning assets and a $135 thousand decrease in the net rate/volume change on interest-bearing liabilities. Comparable spreads and net interest margins were as follows: Annualized Yield Annualized Yield on Interest on Interest Annualized Annualized Earning Assets Bearing Liabilities Spread Margin ----------------- -------------------- ----------- ----------- Three Months Ended March 31, 2001 7.96% 5.36% 2.60% 3.68% Three Months Ended March 31, 2000 7.56% 4.88% 2.68% 3.60% PROVISION FOR LOAN LOSSES A provision of $105 thousand was added to the allowance for loan losses, increasing the period end balance to $2.4 million or 1.43% of outstanding loans. A provision of $95 thousand was added to the allowance for loan losses for the three-month period ending March 31, 2000. The increase to the allowance reflects the significant change in the loan portfolio composition. 10 NON-INTEREST INCOME Non-interest income decreased $41 thousand or 22% to $145 thousand for the three-month period ended March 31, 2001 compared to $186 thousand for the three- month period ended March 31, 2000. Non-interest income excluding one-time gains and losses on the sale of securities and other assets increased 2.4% or $4 thousand for the period ending March 31, 2001 compared to the three-month period ended March 31, 2000. Although management is encouraged by the increase in recurring non-interest income, continued emphasis will be placed on improving non-interest income revenue. NON-INTEREST EXPENSE Non-interest expense increased 6.7% or $179 thousand to $1.5 million for the three months ended March 31, 2001 compared to $1.3 million for the three-month period ended March 31,2000. The increase in non-interest expense is due primarily to a 6.6% or $54 thousand increase in compensation and fringe benefits expense, a $50 thousand or 113.6% increase in data processing expense related to computer conversion expenses and $64 thousand increase or 13.5% in all other expenses. INCOME TAXES The income tax provision for the three month period ended March 31, 2001 was $120 thousand compared to $242 thousand for the three months ended March 31, 2000, an decrease of $122 thousand from the prior year period. The decrease in the tax provision was the result of decreases in earnings before income taxes. The effective tax rates for the respective 2001 and 2000 periods were 38.6% and 31.3%. LIQUIDITY The Company's policy is to maintain sufficient liquidity to meet continuing loan demand and withdrawal requirements while paying normal operating expenses and satisfying regulatory liquidity guidelines. Maturing securities, principal repayments of loans and securities, deposits, income from operations and borrowings are the main sources of liquidity. Short-term investments (overnight investments with the Federal Home Loan Bank and Federal Funds Sold) and short- term borrowings (Federal Home Loan Bank advances, Repurchase Agreements and Federal Funds Purchased) are the Bank's primary cash management liquidity tools. The investment portfolio provides secondary liquidity. At March 31, 2001, the estimated market value of liquid assets (cash, cash equivalents, and marketable securities) was approximately $32 million, representing 20% of deposits and borrowed funds. As Community Savings continues to grow its loan portfolio, liquidity will continue to be leveraged. 11 The primary uses of liquidity are to fund loans, provide for deposit fluctuations and invest in other non-loan earning assets when excess liquidity is available. At March 31, 2001, outstanding off-balance sheet commitments to extend credit in the form of loan originations totaled $9.5 million. Available lines of credit totaled $15.8 million. Management considers current liquidity levels adequate to meet the Company's cash flow requirements. CAPITAL Shareholders' equity at March 31, 2001 was $43.8 million, an increase of $317 thousand or 0.7% from $43.4 million at December 31, 2000 and a decrease of $3.2 million or 6.8% from $46.9 million at March 31, 2000. The decrease from March 31, 2000 is the result of repurchasing 232,000 shares of common stock between the months of April 2000 through October 2000. The average price per common share repurchased was $18.45. Included in shareholder's equity at March 31, 2001 was $49 thousand, net of tax, of accumulated other comprehensive loss related to unrealized losses on securities available for sale compared to $253 thousand of accumulated other comprehensive loss related to unrealized losses on securities available for sale at December 31, 2000. FDIC regulations require banks to maintain certain capital adequacy ratios, leverage ratios and risk-based capital ratios. Banks supervised by the FDIC must maintain a minimum leverage ratio of core (Tier I) capital to average adjusted assets ranging from 3% to 5%. At March 31, 2000, Community Savings' ratio of Tier I capital to average assets was 13.7%. The FDIC's risk-based capital guidelines require banks to maintain risk-based capital to risk-weighted assets of at least 8%. Risk-based capital for Community Savings is defined as Tier I capital and the reserve for loan losses. At March 31, 2000, Community Savings had a ratio of qualifying total capital to net risk-weighted assets of 25.54%. First Community is also subject to capital adequacy guidelines of the Board of Governors of the Federal Reserve (the "Federal Reserve Board"). Capital requirements of the Federal Reserve Board are similar to those of the FDIC. First Community significantly exceeds regulatory capital requirements. Management anticipates that the Company will continue to exceed capital adequacy requirements without altering current operations or strategies. 12 Recent Events None Recent Accounting Developments In April 2000, the Financial Accounting Standards Board issued FFASB Interpretation No. 44 ("FIN44") which clarifies the application of Accounting Principles Board Opinion 25 for certain transactions. The interpretation addresses many issues related to granting or modifying stock options including changes in accounting for modifications of awards (increased like, reduction of exercise price, etc.) It was effective July 1, 2000 but certain conclusions cover specific events that occurred after either December 15, 1998 or January 12, 2000. The effects of applying the interpretations are to be recognized on a prospective basis from July 1, 2000. FIN 44 is not expected to have a material impact on the Company. Part II - Other Information Item 1 Legal proceedings. None. Item 2 Changes in Securities and Use of Proceeds. (a) Not applicable (b) Not applicable (c) Not applicable (d) Not applicable Item 3 Defaults upon Senior Securities Not applicable. Item 4 Submission of Matters to a vote of securities holders. None. Item 5 Other information. Not applicable. Item 6 Exhibits and reports on form 8-K. (a) Exhibits 27.01.1 Financial Data Schedule (b) Reports on Form 8-K. None. 13 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. First Community Financial Corporation ------------------------------------- Registrant Date May 11, 2001 /s/ Christopher B. Redcay -------------------- --------------------------------- Christopher B. Redcay Sr. Vice President, Treasurer and Chief Financial Officer