U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB (Mark One) X Quarterly report under Section 13 or 15(d) of the Securities ____ Exchange Act of 1934 for the quarterly period ended September 30, 2001. ___ Transition report under Section 13 or 15(d) of the Exchange Act For the transition period from _______________ to ________________ Commission File No. 333-25179 PEOPLE'S COMMUNITY CAPITAL CORPORATION (Exact Name of Small Business Issuer as Specified in its Charter) SOUTH CAROLINA 58-2287073 (State of Incorporation) (I.R.S. Employer Identification No.) 125 PARK AVENUE, S.W., AIKEN, SOUTH CAROLINA 29801 (Address of Principal Executive Offices) (803) 641-0142 (Issuer's Telephone Number, Including Area Code) N/A (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 991,845 shares of common stock, par value $.01 per share outstanding at October 31, 2001. Transitional Small Business Disclosure Format (check one): Yes_ No X PART I - FINANCIAL INFORMATION Item 1. Financial Statements. People's Community Capital Corporation Consolidated Balance Sheets September 30, December 31, 2001 2000 ---- ---- (Unaudited) (Audited) Assets Cash and due from banks $ 2,290,390 $ 1,603,996 Federal funds sold 8,681,000 5,500,000 Short-term investments 971,889 999,028 Securities, available for sale 15,777,956 10,852,109 Loans receivable, net 47,648,182 40,080,422 Properties and equipment, net 3,216,425 2,188,878 Accrued interest receivable 437,386 421,930 Deferred income taxes 76,074 140,912 Other assets 40,355 54,261 ------------- -------------- Total assets $ 79,139,657 $ 61,841,536 ============= ============== Liabilities and Shareholders' Equity Liabilities: Non-interest bearing deposits $ 9,805,200 $ 8,179,075 Interest bearing deposits 57,774,605 42,854,756 ------------- --------------- Total deposits 67,579,805 51,033,831 Accrued interest payable 75,906 86,368 Accrued expenses and other liabilities 117,299 480,613 Other borrowings 1,004,278 344,631 ------------- ---------------- Total liabilities 68,777,288 51,945,443 ------------- ---------------- Shareholders' equity: Common stock, $.01 par value; 10,000,000 shares authorized, 991,845 shares issued at September 30, 2001 and 998,262 at December 31,2000 9,918 9,983 Additional paid-in-capital 9,699,178 9,776,507 Retained earnings 531,254 508,303 Accumulated other comprehensive income (loss) 122,019 (34,458) ------------- ---------------- 10,362,369 10,260,335 Treasury stock, 0 and 39,749 shares at cost 0 (364,242) ------------- ---------------- Total shareholders' equity 10,362,369 9,896,093 ------------- ---------------- Total liabilities and shareholders' equity $ 79,139,657 $ 61,841,536 ============= ================ See accompanying Notes to Consolidated Financial Statements. 2 People's Community Capital Corporation Consolidated Statements of Income (Unaudited) For the three months For the nine months ended Sept 30, ended Sept 30, -------------- -------------- 2001 2000 2001 2000 ---- ---- ---- ---- Interest income: Loans, including fees $ 1,026,707 $ 933,303 $ 3,021,393 $ 2,655,808 Federal funds sold 62,588 84,078 195,580 157,438 Securities, short-term investments, and cash 209,330 168,301 573,719 507,139 ------------ ------------ ----------- ----------- Total interest income 1,298,625 1,185,682 3,790,692 3,320,385 ------------ ------------ ----------- ----------- Interest expense: Deposits 590,062 495,130 1,715,221 1,283,849 Other borrowings 3,953 5,217 13,063 22,223 ------------ ------------ ----------- ----------- Total interest expense 594,015 500,347 1,728,284 1,306,072 ------------ ------------ ----------- ----------- Net interest income 704,610 685,335 2,062,408 2,014,313 Provision for loan losses 20,000 33,559 81,288 150,834 ------------ ------------ ----------- ----------- Net interest income after provision 684,610 651,776 1,981,120 1,863,479 ------------ ------------ ----------- ----------- for loan losses Non-interest income: Service charges on deposit accounts 119,102 68,222 310,705 183,777 Realized net gains on sales of securities 19,101 - 37,538 - Other income 41,243 26,712 118,373 80,346 -------------- ------------ ----------- ----------- Total non-interest income 179,446 94,934 466,616 264,123 -------------- ------------ ----------- ----------- Non-interest expenses: Salaries and employee benefits 381,878 286,956 1,001,724 820,053 Occupancy and equipment 44,109 62,016 177,007 176,231 Consulting and professional expenses 30,382 26,111 96,220 86,932 Customer related expenses 32,572 18,470 76,722 52,790 General operating expenses 102,160 72,636 283,517 239,857 Other expenses 32,539 35,165 112,823 100,407 -------------- ------------ ----------- ----------- Total non-interest expenses 623,640 501,354 1,748,013 1,476,270 ------------- ------------ ----------- ----------- Income before income taxes 240,416 245,356 699,723 651,332 Income tax provision 83,366 93,518 258,331 248,125 ------------- ------------ ----------- ----------- Net income $ 157,050 $ 151,838 $ 441,392 $ 403,207 ============= ============ =========== ============ Weighted average common shares outstanding: Basic 996,602 1,011,593 987,944 1,022,064 Diluted 996,602 1,011,593 987,944 1,022,064 Earnings per share: Basic $ .16 $ .15 $ .45 $ .39 Diluted $ .16 $ .15 $ .45 $ .39 See accompanying Notes to Consolidated Financial Statements. 3 People's Community Capital Corporation Consolidated Statements of Comprehensive Income (Unaudited) For the three months For the nine months ended Sept 30, ended Sept 30, -------------- -------------- 2001 2000 2001 2000 ---- ---- ---- ---- Net income $ 157,050 $ 151,838 $ 441,392 $ 403,207 Other comprehensive income (loss), net of tax: Net change in unrealized gain (loss) on 121,594 61,213 218,790 (4,329) securities available for sale Less reclassification adjustment for realized gains (12,607) - (24,775) - ----------- ----------- ------------ ----------- Total other comprehensive income (loss) 108,987 61,213 194,015 (4,329) Comprehensive income $ 266,037 $ 213,051 $ 635,407 $ 398,878 =========== =========== ============ =========== See accompanying Notes to Consolidated Financial Statements. 4 People's Community Capital Corporation Consolidated Statements of Cash Flows (Unaudited) For the nine months ended Sept 30, 2001 2000 Operating activities: Net income $ 441,392 $ 403,207 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Depreciation and amortization 119,842 85,128 Provision for loan losses 81,288 150,834 Deferred income taxes 64,838 (31,748) Changes in deferred and accrued amounts: Other assets and accrued interest receivable (10,144) (91,250) Accrued expenses and other liabilities (373,776) 201,015 ----------------- -------------- Net cash provided by operating activities 323,440 717,186 ----------------- -------------- Investing activities: Purchase of securities available for sale (21,075,180) (8,500) Sale of securities available for sale 3,000,000 - Maturities and calls of securities available for sale 13,305,810 500,000 Net decrease in short-term investments 27,139 - Purchase of property and equipment (1,138,795) (122,724) Net increase in loans receivable (7,649,048) (6,241,327) Net increase in federal funds sold (3,181,000) (1,350,000) ----------------- -------------- Net cash used for investing activities (16,711,074) (7,222,551) ----------------- -------------- Financing activities: Purchase of treasury stock (131,330) (206,742) Net increase in deposits 16,545,974 6,563,070 Net increase/(decrease) in other borrowings 659,647 (1,311,719) Payment of cash dividends in lieu of stock for fractional shares (263) 0 ----------------- -------------- Net cash provided by financing activities 17,074,028 5,044,609 ----------------- -------------- Net increase/(decrease) in cash and due from banks 686,394 (1,460,756) Cash and due from banks at beginning of period 1,603,996 3,076,294 ----------------- -------------- Cash and due from banks at end of period $ 2,290,390 $ 1,615,538 ================= ============== Supplemental disclosure: Cash paid during the period for interest $ 1,738,746 $ 1,287,686 ================= ============== Cash paid during the period for income taxes $ 512,371 $ 36,517 ================= ============== See accompanying Notes to Consolidated Financial Statements. 5 People's Community Capital Corporation Notes to Consolidated Financial Statements (Unaudited) Note 1. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2001, are not necessarily indicative of the results that may be expected for the year ended December 31, 2001. For further information, please refer to the consolidated financial statements and footnotes thereto for the Company's fiscal year ended December 31, 2000, included in the Company's Form 10-KSB for the year ended December 31, 2000. Note 2. Summary of organization People's Community Capital Corporation (the "Company") was incorporated on February 26, 1997, under the laws of the State of South Carolina for the purpose of operating as a bank holding company pursuant to the Federal Bank Holding Company Act of 1956, as amended. The Company is a bank holding company whose subsidiary, People's Community Bank of South Carolina (the "Bank"), is primarily engaged in the business of accepting savings and demand deposits insured by the Federal Deposit Insurance Corporation, and providing mortgage, consumer and commercial loans to the general public. The Bank formed a subsidiary, People's Financial Services, Inc., in December 1999 for the purpose of providing comprehensive financial planning services in addition to full service brokerage, including stocks, bonds, mutual funds, and insurance products. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. This discussion and analysis is intended to assist the reader in understanding our financial condition and results of operations. This commentary should be read in conjunction with the financial statements and the related notes and other statistical information in this report. This report contains "forward-looking statements" relating to, without limitation, future economic performance, plans and objectives of management for future operations, and projections of revenues and other financial items that are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. The words "expect," "anticipate," and "believe," as well as similar expressions, are intended to identify forward-looking statements. Our actual results may differ materially from the results discussed in the forward-looking statements, and our operating performance each quarter is subject to various risks and uncertainties that are discussed in detail in our filings with the Securities and Exchange Commission. The terrorist attacks that occurred in New York City and Washington, D.C. on September 11, 2001, and the United States' subsequent response to these events have resulted in a general economic slowdown that may adversely affect our banking business. Economic slowdowns or recessions in our primary market area may be accompanied by reduced demand for credit, decreasing interest margins and declining real estate values, which may in turn result in a decrease in net earnings and an increased possibility of potential loan losses in the event of default. Any sustained period of decreased economic activity, increased delinquencies, foreclosures or losses could limit our growth and negatively affect our results of operations. We cannot predict the extent or duration of these events or their effect upon our business and operations. We will, however, closely monitor the effect of these events upon our business, and make adjustments to our business strategy as we deem necessary. We were incorporated in South Carolina on February 26, 1997 for the purpose of operating as a bank holding company. Our wholly-owned subsidiary, People's Community Bank of South Carolina (the "Bank"), commenced business on September 22, 1997 and is primarily engaged in the business of accepting savings and demand deposits and providing mortgage, consumer and commercial loans to the general public. The Bank operates two banking centers located in Aiken and one located in North Augusta, South Carolina. The second banking center located in Aiken was opened on September 8, 1998 in leased offices that were also the headquarters of the holding company. A tract of land was purchased in downtown Aiken for the construction of a permanent banking center office and holding company headquarters. Construction began in September 2000 and was completed in May 2001. Total land and construction costs were approximately $1.6 million. In December 1999, the Bank formed a subsidiary, People's Financial Services, Inc., for the purpose of providing comprehensive financial planning services in addition to full service brokerage, including stocks, bonds, mutual funds, and insurance products. FINANCIAL CONDITION AND RESULTS OF OPERATIONS EARNINGS REVIEW - Comparison of the three months ended September 30, 2001 to the three months ended September 30, 2000 Our net income for the third quarter of 2001 was $157,050 compared to $151,838 for the same period last year. The basic income per share increased from $.15 to $.16 per share between the two quarters being compared. Weighted shares outstanding have been adjusted for the effect of a 5% stock dividend paid on March 1, 2001 to shareholders of record as of February 15, 2001. The level of average earning assets increased from $55.0 million for the three months ended September 30, 2000 to $70.3 million for the three months ended September 30, 2001. However, because of the addition of key personnel earlier in the year and the move to our new headquarters and main banking center in May, earnings only increased slightly from the same quarter last year. 7 Net interest income represents the difference between interest received or accrued on interest earning assets and interest paid or accrued on interest bearing liabilities. The following presents, in a tabular form, average balance sheets that highlight the main components of interest earning assets and interest bearing liabilities, on an annualized basis, for the three month periods ended September 30, 2001 and 2000. Yields are derived by dividing income or expense by the average balance of the corresponding assets or liabilities. Average balances have been derived from daily averages. Three months ended September 30, 2001 Three months ended September 30, 2000 Average Interest Yield Average Interest Yield/ Balance Income/Expense /Rate Balance Income/Expense Rate ASSETS Cash and Federal funds sold $ 7,212,062 $ 62,622 3.47% $ 5,051,186 $ 84,078 6.66% Short-term investments 976,228 14,443 5.92% - - Securities 14,479,720 194,853 5.38% 10,617,106 168,301 6.34% Loans 47,597,013 1,026,707 8.63% 39,323,979 933,303 9.49% ------------ ---------- ----- ---------- --------- ----- Total earning assets 70,265,023 1,298,625 7.39% 54,992,271 1,185,682 8.62% Cash and due from banks 2,017,812 1,746,614 Premises and equipment 3,235,486 1,725,790 Other assets 1,602,799 1,091,677 Allowance for loan losses (638,052) (516,167) ------------ ---------- Total assets 76,483,068 59,040,185 ============ ========== LIABILITIES & EQUITY Interest-bearing deposits: Transaction accounts 7,197,797 12,239 0.68% 6,472,631 20,603 1.27% Money market accounts 11,299,349 75,603 2.68% 10,087,137 106,945 4.24% Savings deposits 9,311,923 98,692 4.24% 869,036 5,149 2.37% Time deposits 28,399,652 403,528 5.68% 23,453,456 362,433 6.18% ------------ ---------- ----- ---------- --------- ----- Total interest bearing deposits 56,208,721 590,062 4.20% 40,882,260 495,130 4.84% Interest-bearing borrowings 515,871 3,953 3.07% 324,216 5,217 6.44% ------------ ---------- ----- ---------- --------- ----- Total interest-bearing liabilities 56,724,592 594,015 4.19% 41,206,476 500,347 4.86% Demand deposits 9,411,894 7,887,572 Other liabilities 241,119 227,488 Shareholders' equity 10,105,463 9,718,649 ------------ ----------- Total liabilities & shareholders equity $ 76,483,068 $59,040,185 ============ =========== Net interest spread 3.20% 3.77% Net interest income/margin $ 704,610 4.01% $ 685,335 4.98% ========= =========== Net interest income was $704,610 for the three months ended September 30, 2001 as compared to $685,335 for the three months ended September 30, 2000. The net interest margin (net interest income divided by average earning assets) was 4.01% for the three months ended September 30, 2001 compared to the net interest margin of 4.98% for the three months ended September 30, 2000. The decline in net interest margin is the result of lower yields on every category of earning assets as interest rates have been falling during the quarter ended September 30, 2001.. Additionally, the Bank paid higher rates on savings deposits in an effort to attract funds, and the growth of interest-bearing liabilities was $15.5 million from $41.2 million to $56.7 million between the two periods being compared. Nevertheless, net interest income increased during these periods because average earning assets grew from $55.0 million at September 30, 2000 to $70.3 million at September 30, 2001. Interest income for the third quarter of 2001 was $1,298,625 compared to $1,185,682 for the same period in 2000. The volume of total earnings assets increased by about $15.3 million between the two periods. The largest component of interest income was interest and fees on loans, amounting to $1,026,707 for the three months ended September 30, 2001 8 compared to $933,303 for the comparable prior year period. The overall rate on the loan portfolio decreased from 9.49% for the three months ended September 30, 2000 to 8.63% for the three month period ended September 30, 2001. Interest earned on federal funds sold decreased between the two periods as the average rate fell from 6.66% to 3.47% on average balances that increased from $5.1 million to $7.2 million between the two periods. Interest income on securities increased slightly between the two periods as the average balances increased by about $3.9 million and average rates fell from 6.34% to 5.38%. Interest expense increased from $500,347 for the three months ended September 30, 2000 to $594,015 for the three months ended September 30, 2001. The increase was the result of a growth in interest-bearing liabilities, primarily deposits, from $40.9 million to $56.2 million, an increase of 37%. The average rate paid on interest bearing liabilities decreased from 4.84% to 4.20%, reflecting the decreases in rates paid on all products except for savings deposits that were being promoted to attract funds. Rates declined with the market on demand, money market, and time deposit accounts. Non-interest Income Non-interest income for the three month period ended September 30, 2001 was $179,446 compared to $94,934 for the same period in 2000. Of this total, $119,102 represented service charges on deposit accounts for the three months ended September 30, 2001 compared to $68,222 for the comparable period in 2000. The increase in income from deposit service charges is due to the increase in deposit customers during the comparable periods and a substantial increase in the fees received for non-sufficient funds. We had a gain on sale of available securities of $19,101 during the current period, bringing the year to date gain total to $37,538. There was no gain on sale of securities through the same period in 2000. The $41,243 of other non-interest income for the third quarter of 2001 consisted of $32,403 of income generated from other fees charged such as brokered mortgage origination fees, check cashing fees, internet fees, and commissions on sale of checks to customers and $8,840 of fees from non-deposit investment products' activities. For the third quarter of 2000, other income amounted to $26,712, consisting of $13,817 of banking fees and $12,895 of non-deposit products' fees. Non-interest Expense Non-interest expense for the three month periods ended September 30, 2001 and 2000 were $623,640 and $501,354, respectively, a 24% increase. The largest component of non-interest expense was salaries and employee benefits of $381,878 and $286,956, respectively. Salaries and employee benefits expense increased 33% due to expenses related to the addition of two key executives, general merit increases, the addition of staff associated with the move to a new banking facility, and bonus accruals. Occupancy and equipment expense decreased from $62,016 to $44,109, or 41%, due to a refund of personal property tax paid in prior years. This refund offset the increases in depreciation and general occupancy expenses during the quarter that were associated with occupying a new office building. Customer related expenses were up $14,102, or 76%, for the quarter compared to last year because we offered free closing costs on equity line financing and also held a free check order promotion. General operating expenses increased $29,524, or 41%, primarily due to increased costs associated with our data processing contract. See the Consolidated Statements of Income for more details on non-interest expense amounts for the two periods under comparison. EARNINGS REVIEW - Comparison of the nine months ended September 30, 2001 to the nine months ended September 30, 2000 Our net income for the nine months ended September 30, 2001 was $441,392 compared to $403,207 for the same period last year. The basic income per share increased to $.45 compared to $.39 for the same period in 2000. This improvement in earnings reflects the continuing growth in the level of earning assets since the Bank commenced operations despite the increase in non-interest expense as mentioned in the above discussion. The level of average earning assets was $64.3 million for the nine months ended September 30, 2001 as compared to $51.9 million for the nine months ended September 30, 2000. 9 The following presents, in a tabular form, yield and rate data for interest-bearing balance sheet components during the nine month periods ended September 30, 2001 and 2000, along with average balances and the related interest income and interest expense amounts. Nine months ended September 30, 2001 Nine months ended September 30, 2000 Average Interest Yield Average Interest Yield/ Balance Income/Expense /Rate Balance Income/Expense Rate ASSETS Cash and Federal funds sold $6,110,839 $ 195,802 4.27% $ 3,317,568 $ 157,438 6.33% Short-term investments 985,285 46,013 6.23% - - - Securities 12,044,160 527,484 5.84% 10,657,585 507,139 6.34% Loans 45,180,190 3,021,393 8.92% 37,952,578 2,655,808 9.33% ----------- ---------- ----- ---------- --------- ---- Total earning assets 64,320,474 3,790,692 7.86% 51,927,731 3,320,385 8.52% Cash and due from banks 1,881,860 1,735,232 Premises and equipment 2,818,941 1,695,230 Other assets 1,328,609 1,090,252 Allowance for loan losses (616,145) (479,944) ------------ ------------ Total assets 69,733,739 55,968,501 ============ ============ LIABILITIES & EQUITY Interest-bearing deposits: Transaction accounts 6,982,364 52,442 1.00% 6,567,424 62,416 1.27% Money market accounts 11,133,054 281,177 3.37% 9,625,006 298,468 4.13% Savings deposits 4,237,565 128,395 4.04% 795,017 14,296 2.40% Time deposits 27,881,531 1,253,207 5.99% 21,122,880 908,669 5.74% ----------- ---------- ----- ---------- --------- ---- Total interest bearing deposits 50,234,514 1,715,221 4.55% 38,110,327 1,283,849 4.49% Interest-bearing borrowings 434,062 13,063 4.01% 490,136 22,223 6.05% ----------- ---------- ----- ---------- --------- ---- Total interest-bearing liabilities 50,668,576 1,728,284 4.55% 38,600,463 1,306,072 4.51% Demand deposits 8,713,416 7,622,433 Other liabilities 294,723 104,188 Shareholders' equity 10,057,024 9,641,417 ------------ ----------- Total liabilities & shareholders equity $ 69,733,739 $55,968,501 ============ =========== Net interest spread 3.31% 4.01% Net interest income/margin $2,062,408 4.28% $2,014,313 5.17% ========== ========== Net interest income was $2,062,408 for the nine months ended September 30, 2001 as compared to $2,014,313 for the nine months ended September 30, 2000. The net interest margin (net interest income divided by average earning assets) was 4.28% for the nine months ended September 30, 2001 compared to the net interest margin of 5.17% for the nine months ended September 30, 2000. Interest income for the first nine months of 2001 was $3,790,692 compared to $3,320,385 for the same period in 2000. The volume of total earning assets increased from $51.9 million at September 30, 2000 to $64.3 million at September 30, 2001. The largest component of interest income was interest and fees on loans amounting to $3,021,393 for the nine months ended September 30, 2001, compared to $2,655,808 for the comparable prior year period. The overall rate on the loan portfolio decreased from 9.33% for the nine months ended September 30, 2000 to 8.92% for the nine month period ended September 30, 2001 as we encountered eight decreases in the prime rate since last September. Interest earned on cash and federal funds sold increased between the two periods under review as the average federal funds sold balance was higher for the nine months ended September 30, 2001 than for the comparable period in 2000 even though rates received were much lower. Interest income on securities increased slightly between the two periods as the average balances were higher and the average rates earned were lower. 10 Interest expense increased from $1,306,072 for the nine months ended September 30, 2000 to $1,728,284 for the nine months ended September 30, 2001 as the size of interest-bearing liabilities, primarily deposits, increased from $38.6 million to $50.7 million, an increase of 31%. The average rate paid on interest bearing liabilities increased only slightly from 4.51% to 4.55% even though rates for various products were quite different between the two periods. We held a promotion on savings accounts that greatly increased the balances outstanding. Lower rates, however, were applied to the money market accounts in keeping with the general market, but in all, the average rate paid on liabilities did not vary greatly from last year. The largest increase in interest expense came in the time deposits. That category comprises the majority of our deposit base and the average rate increased from 5.74% to 5.99% due to promotions in 2000. Non-interest Income Non-interest income for the nine month period ended September 30, 2001 was $466,616 compared to $264,123 for the same period in 2000. Of this total, $310,705 represented service charges on deposit accounts for the nine months ended September 30, 2001 compared to $183,777 for the comparable period in 2000. The increase in income from deposit service charges is due to the increase in deposit customers during the comparable periods and the increases in non-sufficient funds fees collected in particular. We had $37,538 from gain on sale of available-for-sale securities that occurred in the second and third quarters of this year. The remaining $118,373 of other non-interest income for the first nine months of 2001 consisted of $94,130 of income generated from other fees charged such as brokered mortgage origination fees of $37,914, check cashing fees, internet fees, and commissions on sale of checks to customers and $24,243 of fees from non-deposit investment products' activities. For the first nine months of 2000, other income amounted to $80,346, consisting of $38,901 of banking fees (only $7,445 of brokered mortgage fees) and $41,445 of non-deposit products' fees. Non-interest Expense Non-interest expense for the nine month periods ended September 30, 2001 and 2000 were $1,748,013 and $1,476,270, respectively, an 18% increase. The largest component of non-interest expense was salaries and employee benefits of $1,001,724 and $820,053, respectively. Salaries and employee benefits expense increased 22% due to costs associated with the addition of two key executives, general merit increases, the addition of staff associated with the move to a new banking facility, and bonus accruals. Even with increased costs associated with the new banking facility, occupancy and equipment expense was about the same amount as last year because of a refund of personal property taxes paid in prior years. However, general operating expenses and other expenses are higher because of the new building as grand opening expenses, supplies expense, and advertising expenses were all incurred this year. Customer expense increased this year due to the closing costs and free check promotions discussed in the quarterly expense comparison. See the Consolidated Statements of Income for more details on non-interest expense amounts for the two periods under comparison. Provision for Loan Losses The provision for loan losses was $81,288 and $150,834, respectively, for the first nine months of 2001 and 2000, bringing the total reserve balance to $651,474 and $520,000 at September 30, 2001 and 2000, respectively. This amount represents 1.35% of gross loans at September 30, 2001 and 1.31% at September 30, 2000. It also reflects management's estimates of the amounts necessary to maintain the allowance for loan losses at a level believed to be adequate in relation to the current size, mix and quality of the loan portfolio. See the description of the allowance for loan losses below. However, management's judgment as to the adequacy of the allowance is based upon a number of assumptions about future events that it believes to be reasonable, but which may or may not be accurate. Because of the inherent uncertainty of assumptions made during the evaluation process, there can be no assurance that charge-offs in future periods will not exceed the allowance for loan losses or that additional increases in the loan loss allowance will not be required. We had $639,938 in potential problem loans that were classified as non-accrual loans at September 30, 2001. This total consists of two loans that are both secured by first mortgages on real estate. Payments are being made, but both loans are past due. In October 2001, the non-accrual loans were reduced by approximately $83,000 for net payments received. Currently, we 11 do not expect any loss on these loans if the real estate is liquidated. There were $25,394 of non-performing loans at September 30, 2000. Net loan charge-offs for the nine months ended September 30, 2001 were $1,872 and were $40,834 for the nine months ended September 30, 2000. BALANCE SHEET REVIEW Total consolidated assets grew by $17.3 million from $61,841,536 at December 31, 2000 to $79,139,657 at September 30, 2001. The increase was primarily generated through a $16.5 million increase in deposits. The increase in deposits was used to fund loans that increased by $7.6 million on a net basis, increase securities available for sale by a net $4.9 million, complete the new office building in Aiken for a net $1.0 million increase in property, and increase overnight investments in federal funds sold by $3.2 million. Loans Net outstanding loans represent the largest component of earning assets as of September 30, 2001 at $47,648,182, or 65% of total earning assets. Net loans increased $7,567,760, or 19%, since December 31, 2000. We have approximately $10,543,000 in unused loan commitments. The interest rates charged on loans vary with the degree of risk, maturity and amount of the loan. Competitive pressures, money market rates, availability of funds, and government regulations also influence interest rates. The average yield on our loans for the period ended September 30, 2001 was 8.92% as compared to a yield of 9.37% for the year ended December 31, 2000. The principal components of our loan portfolio at September 30, 2001 and December 31, 2000, consisted of real estate loans comprising approximately 84.4% and 75.7% of total loans, respectively. Real estate loan means any loan secured by real estate, regardless of the purpose of the loan. It is common practice for financial institutions in our market area to obtain a security interest in real estate whenever possible, in addition to any other available collateral. This collateral is taken to reinforce the likelihood of the ultimate repayment of the loan and tends to increase the magnitude of the real estate portfolio component. The following table shows the composition of the loan portfolio by category. September 30, 2001 December 31, 2000 ------------------ ----------------- Amount Percent Amount Percent ------ ------- ------ ------- Commercial, financial and agricultural $ 5,243,028 10.8% $ 7,266,130 17.9% Real estate 40,782,387 84.4% 30,813,021 75.7% Consumer and other 2,312,333 4.8% 2,598,990 6.4% ------------ ----- ------------ ----- Total loans 48,337,748 100.0% 40,678,141 100.0% Allowance for loan losses (651,474) (572,000) Unearned fees (38,092) (25,719) ------------ ------------ Total net loans $ 47,648,182 $ 40,080,422 ============ ============ Allowance for Loan Losses The allowance for loan losses at September 30, 2001 was $651,474, or 1.35% of loans outstanding, compared to an allowance of $572,000, or 1.41%, at December 31, 2000. The allowance for loan losses is based upon management's continuing evaluation of the collectibility of loans based somewhat on historical loan loss experience, but primarily on current economic conditions affecting the ability of borrowers to repay, the volume of loans, the quality of collateral securing non-performing and problem loans, and other factors deserving recognition. As of September 30, 2001, there were approximately $640,000 in non-performing loans with net charge-offs of $1,872 for the nine month period. 12 Short-Term Investments and Securities Short-term investments and securities represented 22.9% of earning assets at September 30, 2001 with a combined total of $16,749,845, up $4,898,708 from the December 31, 2000 combined balance of $11,851,137. There has been a significant amount of activity in the securities portfolio. As interest rates fell, many agency bonds were called, and we purchased new bonds, most with lower yields. Total maturities and calls equaled $13.3 million, total purchases equaled $21.1 million, and sales of securities equaled $3.0 million. The combined yield on investment securities was 5.87% for the nine months ended September 30, 2001 compared to a combined yield of 6.33% for the year ended December 31, 2000. Included in available-for-sale securities is $137,100 of stock purchased in the Federal Home Loan Bank of Atlanta, of which $27,200 was purchased in the first quarter of 2001. This purchase was a requirement from the FHLB in order to secure borrowings from them in the future if so desired. Deposits Our primary source of funds for loans and investments is deposits. Deposits grew $16,545,974, or 32%, since year-end 2000 for a total of $67,579,805 at September 30, 2001. The average rates paid on interest-bearing deposits were 4.55% and 4.60% at September 30, 2001 and December 31, 2000, respectively. In pricing deposits, we consider our liquidity needs, the direction and levels of interest rates, and local market conditions. Despite a promotion related to savings deposits this year, we have seen a slight decrease now in the price of our deposits since last year due to the declining rate environment. Of the increase in deposits since December 31, 2000, one institutional customer's time deposit accounted for $2,500,000 of the increase. This deposit is secured by agency bonds and was accepted for a one-year term that will expire in January 2002. Shareholders' Equity On January 23, 2001, the Board of Directors declared a 5% stock dividend which was paid on March 1, 2001 to shareholders of record on February 15, 2001. The number of shares issued was 49,883 with a market value of $8.81 on the declaration date for a total decrease in retained earnings of $439,469. Due to the dividend, treasury stock was increased by 2,387 shares, or $21,029. Cash paid in lieu of stock for fractional shares totaled $263. On January 24, 2001, we purchased an additional 8,000 shares of our own stock to hold in treasury for a price of $9.00 per share, or $72,000. In June 2001, our Board of Directors voted to retire our treasury stock and the total value of our treasury stock of $457,271, representing 50,136 shares, was netted against common stock and paid in capital. On September 20, 2001, we purchased and immediately retired 6,164 shares of our stock at $9.625, or $59,328. Liquidity and Sources of Capital At September 30, 2001, our liquid assets, consisting of cash and due from banks and Federal funds sold, amounted to $10,971,390, representing 13.9% of total assets. Investment securities and short-term investments amounted to $16,749,845, representing 21.2% of total assets; these securities provide a secondary source of liquidity since they can be converted into cash in a timely manner. Our ability to maintain and expand our deposit base and borrowing capabilities also serves as a source of liquidity. For the nine month period ended September 30, 2001, total deposits increased by $16.5 million representing an increase of 32.4%, or 43% on an annualized basis. Growth for the first nine months of the year is not necessarily indicative of expected growth for the remainder of the year. Our management closely monitors and seeks to maintain appropriate levels of interest-earning assets and interest-bearing liabilities so that maturities of assets are such that adequate funds are provided to meet customer withdrawals and loan demand. 13 We plan to meet future cash needs through the liquidation of temporary investments, maturities of loans and investment securities, and generation of deposits. In addition, the Bank maintains two lines of credit from correspondent banks in the amount of $2,100,000 and $1,800,000, and is a member of the Federal Home Loan Bank, from which applications may be made for borrowing capabilities, if needed. The Bank currently maintains a level of capitalization in excess of the minimum capital requirements set by the regulatory agencies. Despite anticipated asset growth, management expects its capital ratios to continue to be adequate for the next two to three years. However, no assurances can be given in this regard, as rapid growth, deterioration in loan quality, and operating losses, or a combination of these factors, could change our capital position in a relatively short period of time. Below is a table that reflects the leverage and risk-based regulatory capital ratios of the Bank at September 30, 2001: Well-Capitalized Minimum Ratio Requirement Requirement Tier 1 Capital 11.87% 6.00% 4.00% Total Capital 13.04% 10.00% 8.00% Tier 1 leverage ratio 9.07% 5.00% 4.00% RECENTLY ISSUED ACCOUNTING STANDARDS In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 141- Business Combinations. This FASB addresses accounting and reporting for all business combinations and defines the purchase method as the only acceptable method. This statement is effective for all business combinations initiated after June 30, 2001. In June 2001, the FASB issued SFAS No. 142 - Goodwill and Other Intangible Assets. This SFAS addresses how goodwill and other intangible assets should be accounted for at their acquisition (except for those acquired in a business combination) and after they have been initially recognized in the financial statements. The statement is effective for all fiscal years beginning after December 15, 2001. The impact of this SFAS will not be material to the Company's financial statements. In August 2001, the FASB issued SFAS No. 144 - Accounting for the Impairment or Disposal of Long-Lived Assets. This SFAS supercedes prior pronouncements associated with impairment or disposal of long-lived assets. The SFAS establishes methodologies for assessing impairment of long-lived assets, including assets to be disposed of by sale or by other means. This statement is effective for all fiscal years beginning after December 15, 2001. This SFAS is not expected to have a material impact on the Company's financial position. Additional accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. 14 PART II - OTHER INFORMATION Item 1. Legal Proceedings Not Applicable Item 2. Changes in Securities Not Applicable Item 3. Defaults Upon Senior Securities Not Applicable Item 4. Submission of Matters to a Vote of Security Holders Not Applicable Item 5. Other Information Not Applicable Item 6. Exhibits and Report on Form 8-K (a) Exhibits - for period ending September 30, 2001. (b) Reports on Form 8-K - No reports on Form 8-K were filed during the quarter ended September 30, 2001. 15 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. People's Community Capital Corporation -------------------------------------- (Registrant) Date: November 3, 2001 By: /s/ Tommy B. Wessinger ------------------------------------ Tommy B. Wessinger Chief Executive Officer By: /s/ Jean H. Covington ----------------------------------- Jean H. Covington Principal Accounting and Chief Financial Officer 16