U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2001 [ ] 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.____________ First National Community Bancorp, Inc. (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 23-2900790 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 102 E. Drinker St. Dunmore, PA 18512 (Address of Principal Executive Offices) (717) 346-7667 (Registrant's Telephone Number, Including Area Code) ------------------------------------- (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Indicate by check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date: Common Stock, $1.25 par value (Title of Class) 2,524,606 shares (Outstanding at April 19, 2000) FIRST NATIONAL COMMUNITY BANCORP, INC. INDEX Page No. Part I - Consolidated Financial Statements Item 1. Consolidated Financial Statements Consolidated Statements of Financial Condition March 31, 2001 and December 31, 2000 1 Consolidated Statements of Income Three Months Ended March 31, 2001 and 2000 YTD Ended March 31, 2001 and 2000 2 Consolidated Statements of Cash Flows Three Months Ended March 31, 2001 and 2000 3-4 Consolidated Statements of Changes in Stockholders' Equity Three Months Ended March 31, 2001 5 Notes to Consolidated Financial Statements 6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7-18 Part II - Other Information: 19 Item 1. Legal Proceedings Item 2. Changes in Securities and Use of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Signatures 20 (ii) FIRST NATIONAL COMMUNITY BANCORP, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Dollars in thousands) March 31, Dec. 31, 2001 2000 (UNAUDITED) (AUDITED) ----------- --------- ASSETS Cash and cash equivalents: Cash and due from banks $ 10,366 $ 12,854 Federal funds sold 16,400 6,950 -------- -------- Total cash and cash equivalents 26,766 19,804 Interest-bearing balances with financial institutions 3,755 3,359 Securities: Available-for-sale, at fair value 162,613 144,956 Held-to-maturity, at cost (fair value $1,745 on March 31, 2001 and $2,204 on December 31, 2000) 1,818 2,337 Federal Reserve Bank and FHLB stock, at cost 5,023 5,023 Net loans 402,736 393,125 Bank premises and equipment 5,760 5,905 Other assets 9,496 9,343 -------- -------- Total Assets $617,967 $583,852 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Deposits: Demand - non-interest bearing $ 43,106 $ 44,544 Interest bearing demand 91,183 83,463 Savings 44,299 42,846 Time ($100,000 and over) 84,341 75,824 Other time 218,715 213,741 -------- -------- Total deposits 481,644 460,418 Borrowed funds 80,948 70,908 Other liabilities 6,786 5,842 -------- -------- Total Liabilities $569,378 $537,168 Shareholders' equity: Common Stock, $1.25 par value, Authorized: 20,000,000 shares at March 31, 2001, and December 31, 2000; Issued and outstanding: 2,524,606 shares at March 31, 2001 and 2,516,872 shares at December 31, 2000 $ 3,156 $ 3,146 Additional Paid-in Capital 10,697 10,491 Retained Earnings 33,294 32,167 Accumulated Other Comprehensive Income 1,442 880 -------- -------- Total shareholders' equity $ 48,589 $ 46,684 -------- -------- Total Liabilities and Shareholders' Equity $617,967 $583,852 ======== ======== Note: The balance sheet at December 31, 2000 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See notes to financial statements (1) FIRST NATIONAL COMMUNITY BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (Dollars in thousands, except per share amounts) Three Months Ending Year-to-Date ---------------------- --------------------- March 31, March 31, March 31, March 31, 2001 2000 2001 2000 --------- --------- --------- --------- Interest Income: Loans $ 8,513 $ 7,594 $ 8,513 $ 7,594 Balances with banks 61 46 61 46 Investments 2,671 2,520 2,671 2,520 Federal Funds Sold 132 11 132 11 ------- ------- ------- ------- Total interest income 11,377 10,171 11,377 10,171 ------- ------- ------- ------- Interest Expense: Deposits 5,502 4,248 5,502 4,248 Borrowed Funds 1,135 1,324 1,135 1,324 ------- ------- ------- ------- Total interest expense 6,637 5,572 6,637 5,572 ------- ------- ------- ------- Net Interest Income before Loan Loss Provision 4,740 4,599 4,740 4,599 Provision for loan losses 180 180 180 180 ------- ------- ------- ------- Net interest income 4,560 4,419 4,560 4,419 ------- ------- ------- ------- Other Income: Service charges 242 217 242 217 Other Income 226 119 226 119 Gain (Loss) on sale of: Securities 194 (10) 194 (10) ------- ------- ------- ------- Total other income 662 326 662 326 ------- ------- ------- ------- Other expenses: Salaries & benefits 1,562 1,446 1,562 1,446 Occupancy & equipment 320 268 320 268 Other 1,243 1,094 1,243 1,094 ------- ------- ------- ------- Total other expenses 3,125 2,808 3,125 2,808 ------- ------- ------- ------- Income before income taxes 2,097 1,937 2,097 1,937 Income tax expense 442 413 442 413 ------- ------- ------- ------- NET INCOME $ 1,655 $ 1,524 $ 1,655 $ 1,524 ======= ======= ======= ======= Basic earnings per share $ 0.66 $ 0.61 $ 0.66 $ 0.61 ======= ======= ======= ======= Diluted earnings per share $ 0.64 $ 0.61 $ 0.64 $ 0.61 ======= ======= ======= ======= Weighted average number of shares 2,518,333 2,494,741 2,518,333 2,494,741 ========= ========= ========= ========= See notes to financial statements (2) FIRST NATIONAL COMMUNITY BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (UNAUDITED) March 31, March 31, 2001 2000 --------- --------- (Dollars in thousands) INCREASE (DECREASE) IN CASH EQUIVALENTS: Cash Flows From Operating Activities: Interest Received $ 11,100 $ 9,699 Fees & Commissions Received 468 336 Interest Paid (6,327) (5,646) Income Taxes Paid (20) (53) Cash Paid to Suppliers & Employees (2,863) (2,626) -------- ------- Net Cash Provided (Used) by Operating Activities $ 2,358 $ 1,710 -------- ------- Cash Flows from Investing Activities: Securities available for sale: Proceeds from Maturities $ 0 $ 0 Proceeds from Sales prior to maturity 17,285 5,971 Proceeds from Calls prior to maturity 4,973 2,066 Purchases (38,583) (17,864) Securities held to maturity: Proceeds from Calls prior to maturity 274 0 Purchases 0 0 Net (Increase) Decrease in Interest-Bearing Bank Balances (396) 0 Net (Increase) Decrease in Loans to Customers (9,791) (14,349) Capital Expenditures (110) (336) -------- -------- Net Cash Provided (Used) by Investing Activities $(26,348) $(24,512) -------- -------- Cash Flows from Financing Activities: Net Increase (Decrease) in Demand Deposits, Money Market Demand, NOW Accounts, and Savings Accounts $ 7,734 $ 7,395 Net Increase in Certificates of Deposit 13,490 2,869 Net Increase (Decrease) in Borrowed Funds 10,040 6,926 Net Proceeds from Issuance of Common Stock Through Dividend Reinvestment 216 216 Dividends Paid (528) (423) -------- -------- Net Cash Provided (Used) by Financing Activities $ 30,952 $ 16,983 -------- -------- Net Increase (Decrease) in Cash and Cash Equivalents $ 6,962 $ (5,819) Cash & Cash Equivalents at Beginning of Year $ 19,804 $ 15,971 -------- -------- CASH & CASH EQUIVALENTS AT END OF PERIOD $ 26,766 $ 10,152 ======== ======== (Continued) (3) FIRST NATIONAL COMMUNITY BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOW (CONTINUED) THREE MONTHS ENDED MARCH 31, 2001 AND 2000 2001 2000 -------- -------- (Dollars in thousands) RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Net Income $ 1,655 $ 1,524 -------- -------- Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Amortization (Accretion), Net (40) (54) Depreciation 255 205 Provision for Probable Credit Losses 180 180 Loss (Gain) on Sale of Investment Securities (194) 10 Increase (Decrease) in Taxes Payable 420 360 Decrease (Increase) in Interest Receivable (236) (418) Increase (Decrease) in Interest Payable 309 (74) Decrease (Increase) in Prepaid Expenses and Other Assets (206) (198) Increase (Decrease) in Accrued Expenses and Other Liabilities 215 175 -------- -------- Total Adjustments $ 703 $ 186 -------- -------- NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES $ 2,358 $ 1,710 ======== ======== See notes to financial statements (4) FIRST NATIONAL COMMUNITY BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY For The Three Months Ended March 31, 2001 (In thousands, except share data) (UNAUDITED) ACCUM- ULATED OTHER COMP- COMP REHEN- PREHEN- COMMON STOCK ADD'L SIVE SIVE ------------------- PAID-IN RETAINED INCOME/ INCOME SHARES AMOUNT CAPITAL EARNINGS (LOSS) TOTAL --------- --------- -------- --------- -------- ------- ------- BALANCES, DECEMBER 31, 2000 2,516,872 $3,146 $10,491 $32,167 $ 880 $46,684 Comprehensive Income: Net income for the period $ 1,655 1,655 1,655 Other comprehensive income, net of tax: Unrealized gain on securities available-for-sale, net of deferred income taxes of $290 368 Reclassification adjustment 194 ------- Total other comprehensive income, net of tax 562 562 562 ------- Comprehensive Income $ 2,217 Issuance of Common Stock through Dividend Reinvestment 7,734 10 206 216 Cash dividends paid, $0.21 per share (528) (528) ---------- ------ ------- ------- ------ ------- BALANCES, MARCH 31, 2001 2,524,606 $3,156 $10,697 $33,294 $1,442 $48,589 ---------- ------ ------- ------- ------ ------- See notes to financial statements (5) FIRST NATIONAL COMMUNITY BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) The accounting and financial reporting policies of First National Community Bancorp, Inc. and its subsidiary conform to generally accepted accounting principles and to general practice within the banking industry. The consolidated statements include the accounts of First National Community Bancorp, Inc. and its wholly owned subsidiary, First National Community Bank (Bank) including its subsidiary, FNCB Realty, Inc. (collectively, Company). All material intercompany accounts and transactions have been eliminated in consolidation. The accompanying interim financial statements are unaudited. In management's opinion, the consolidated financial statements reflect a fair presentation of the consolidated financial position of First National Community Bancorp, Inc. and subsidiary, and the results of its operations and its cash flows for the interim periods presented, in conformity with generally accepted accounting principles. These interim financial statements should be read in conjunction with the audited financial statements and footnote disclosures in the Bank's Annual Report to Shareholders for the fiscal year ended December 31, 2000. (2) Basic earnings per share have been computed by dividing net income (the numerator) by the weighted average number of common shares (the denominator) for the period. Such shares amounted to 2,518,333 and 2,494,741 for the periods ending March 31, 2001 and 2000, respectively. Diluted earnings per share have been computed by dividing net income (the numerator) by the weighted average number of common shares and options outstanding (the denominator) for the period. Such shares amounted to 2,567,333 and 2,494,741 for the periods ending March 31, 2001 and 2000, respectively. (6) ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The consolidated financial review of First National Community Bancorp, Inc. (the "company") provides a comparison of the performance of the company for the periods ended March 31, 2001 and 2000. The financial information presented should be reviewed in conjunction with the consolidated financial statements and accompanying notes appearing elsewhere in this report. Background First National Community Bancorp, Inc. (the company) is a Pennsylvania Corporation, incorporated in 1997 and is registered as a financial holding company under the Bank Holding Company Act of 1956, as amended. The company became an active bank holding company on July 1, 1998 when it assumed ownership of First National Community Bank (the bank). On November 2, 2000, the Federal Reserve Bank of Philadelphia approved the company's application to change its status to a financial holding company as a complement to the company's strategic objective. The bank is a wholly-owned subsidiary of the company. The company's primary activity consists of owning and operating the bank, which provides the customary retail and commercial banking services to individuals and businesses. The bank provides practically all of the company's earnings as a result of its banking services. The company operates 11 full-service branch banking offices in its principal market area in Lackawanna and Luzerne Counties, Pennsylvania. At March 31, 2001, the company had 189 full-time equivalent employees. The bank was established as a national banking association in 1910 as "The First National Bank of Dunmore." Based upon shareholder approval received at a Special Shareholders' Meeting held October 27, 1987, the bank changed its name to "First National Community Bank" effective March 1, 1988. The bank's operations are conducted from offices located in Lackawanna and Luzerne Counties, Pennsylvania: Office Date Opened ------ ----------- Main October 1910 Scranton September 1980 Dickson City December 1984 Fashion Mall July 1988 Wilkes-Barre July 1993 Pittston Plaza April 1995 Kingston August 1996 Exeter November 1998 Daleville April 2000 Plains June 2000 Back Mountain October 2000 (7) The bank provides the usual commercial banking services to individuals and businesses, including a wide variety of loan and deposit instruments. As a result of the bank's partnership with INVEST, our customers are able to access alternative products such as mutual funds, bonds, equities and annuities directly from our INVEST representatives. During 1996, FNCB Realty Inc. was formed as a wholly owned subsidiary of the Bank to manage, operate and liquidate properties acquired through foreclosure. Summary: Net income for the three months ended March 31, 2001 amounted to $1,655,000, an increase of $131,000 or 9% compared to the same period of the previous year. This increase can be attributed to the $141,000 improvement in net interest income and earnings from securities sales which increased $204,000. Non-interest expenses increased $317,000, or 11%, over the same period of last year due primarily to costs associated with three new community offices. Operating income for the same period, after excluding the effect of securities sales and loan loss provisions, decreased $73,000 or 4%. RESULTS OF OPERATIONS Net Interest Income: The Company's primary source of revenue is net interest income which totaled $4,740,000 and $4,599,000 for the first three months of 2001 and 2000, respectively. Year to date net interest margins (tax equivalent) decreased nineteen basis points from 3.73% reported in 2000 to 3.54% comprised of a twenty-three basis point increase in the yield earned on earning assets and a forty-six basis point increase in the cost of interest-bearing liabilities. The decision of the Federal Reserve to decrease interest rates by one hundred fifty basis points during the first quarter of 2001 had a more immediate impact on asset yields, thereby significantly impacting the first quarter margin. Earning assets increased $36 million to $595 million during the first three months of 2001 and now total 96.3% of total assets, an increase from the year-end level of 95.8%. (8) Yield/Cost Analysis The following tables set forth certain information relating to the Company's Statement of Financial Condition and reflect the weighted average yield on assets and weighted average costs of liabilities for the periods indicated. Such yields and costs are derived by dividing the annualized income or expense by the weighted average balance of assets or liabilities, respectively, for the periods shown: Three-months ended March 31, 2001 ------------------------------------ Average Yield/ Balance Interest Cost --------- ---------- ------ (Dollars in thousands) Assets: Interest-earning assets: Loans (taxable) $386,118 $32,994 8.54% Loans (tax-free) (1) 17,645 1,757 9.96 Investment securities (taxable) 119,086 8,291 6.96 Investment securities (tax-free)(1) 44,948 3,628 8.07 Time deposits with banks and federal funds sold 13,138 773 5.89 -------- ------- ---- Total interest-earning assets 580,935 47,443 8.17% ------- ---- Non-interest earning assets 26,126 -------- Total Assets $607,061 ======== Liabilities and Shareholders' Equity: Interest-bearing liabilities: Deposits $428,926 $22,312 5.20% Borrowed funds 80,747 4,539 5.62 -------- ------- ---- Total interest-bearing liabilities 509,673 26,851 5.27% ------- ---- Other liabilities and shareholders' equity 97,388 -------- Total Liabilities and Shareholders' Equity $607,061 ======== Net interest income/rate spread $20,592 2.90% Net yield on average interest- earning assets 3.54% Interest-earning assets as a percentage of interest- bearing liabilities 114% (1) Yields on tax-exempt loans and investment securities have been computed on a tax equivalent basis. (9) Three-months ended March 31, 2000 ----------------------------------- Average Yield/ Balance Interest Cost --------- -------- ------ (Dollars in thousands) Assets: Interest-earning assets: Loans (taxable) $356,774 $ 7,391 8.24% Loans (tax-free) (1) 12,873 203 9.47 Investment securities (taxable) 114,772 1,946 6.78 Investment securities (tax-free) (1) 42,244 574 8.23 Time deposits with banks and federal funds sold 3,668 57 6.19 -------- ------- ---- Total interest-earning assets 530,331 10,171 7.94% ------- ---- Non-interest earning assets 17,409 -------- Total Assets $547,740 ======== Liabilities and Shareholders' Equity: Interest-bearing liabilities: Deposits $373,500 $ 4,248 4.57% Borrowed funds 90,496 1,324 5.79 -------- ------- ---- Total interest-bearing liabilities 463,996 5,572 4.81% ------- ---- Other liabilities and shareholders' equity 90,496 -------- Total Liabilities and Shareholders' Equity $547,740 ======== Net interest income/rate spread $ 4,599 3.13% Net yield on average interest- earning assets 3.73% Interest-earning assets as a percentage of interest- bearing liabilities 114% (1) Yields on tax-exempt loans and investment securities have been computed on a tax equivalent basis. (10) Rate Volume Analysis The table below sets forth certain information regarding the changes in the components of net interest income for the periods indicated. For each category of interest earning asset and interest bearing liability, information is provided on changes attributed to: (1) changes in rate (change in rate multiplied by current volume); (2) changes in volume (change in volume multiplied by old rate); (3) the total. The net change attributable to the combined impact of volume and rate has been allocated proportionately to the change due to volume and the change due to rate. Period Ended March 31, (Dollars in thousands) 2001 vs 2000 --------------------------------- Increase (Decrease) Due to ------------------- Rate Volume Total ----- ------ ------ Loans (taxable) $ 241 $ 592 $ 833 Loans (tax-free) 14 73 87 Investment securities (taxable) 50 76 126 Investment securities (tax-free) (12) 37 25 Time deposits with banks and federal funds sold 4 132 136 ----- ----- ------ Total interest income $ 297 $ 910 $1,207 ----- ----- ------ Deposits $ 631 $ 623 $1,254 Borrowed funds (46) (143) (189) ----- ----- ------ Total interest expense $ 585 $ 480 $1,065 ----- ----- ------ Net change in net interest income $(288) $ 430 $ 142 ===== ===== ====== Period Ended March 31, (Dollars in thousands) 2000 vs 1999 --------------------------------- Increase (Decrease) Due to ------------------- Rate Volume Total ----- ------ ------ Loans (taxable) $ 232 $ 554 $ 786 Loans (tax-free) 12 2 14 Investment securities (taxable) 150 297 447 Investment securities (tax-free) (4) 113 109 Time deposits with banks and federal funds sold 9 (54) (45) ----- ----- ------ Total interest income $ 399 $ 912 $1,311 ----- ----- ------ Deposits $ 128 $ 208 $ 336 Borrowed funds 63 295 358 ----- ----- ------ Total interest expense $ 191 $ 503 $ 694 ----- ----- ------ Net change in net interest income $ 208 $ 409 $ 617 ===== ===== ====== (11) Other Income and Expenses: Other income in the first three months of 2001 increased $336,000 in comparison to the same period of 2000. This increase can be attributed primarily to a $204,000 increase in the gain on the sale of securities. Excluding income from securities sales, other income increased $132,000 or 39%, during the first three months of 2001 as compared to the same period of last year. Income from service charges increased $25,000, or 12%, in comparison to the same period of last year while other fee income increased $107,000, or 90%. Gains on loan sales accounted for $56,000, or 51%, of the increase. New products and a larger deposit base also contributed to the increases. Other expenses increased $317,000 or 11% for the period ended March 31, 2001 compared to the same period of the previous year. Salaries and Benefits costs account for a majority of the increase, adding $116,000, or 8% in comparison to the first three months of 2000. Occupancy and equipment costs rose 19% while other operating expenses increased $149,000, or 14%. Included in the increase is $177,000 that can be attributed to three new community offices. Other Comprehensive Income: The Company's other comprehensive income includes unrealized holding gains (losses) on securities which it has classified as available-for-sale in accordance with FASB 115, "Accounting for Certain Investments in Debt and Equity Securities." Provision for Income Taxes: The provision for income taxes is calculated based on annualized taxable income. The provision for income taxes differs from the amount of income tax determined applying the applicable U.S. statutory federal income tax rate to pre-tax income from continuing operations as a result of the following differences: 2001 2000 ------ ------ Provision at statutory rate $ 716 $ 663 Add (Deduct): Tax effect of non-taxable interest income (302) (264) Non-deductible interest expense 48 38 Other items, net (20) (24) ----- ----- Income tax expense $ 442 $ 413 ===== ===== (12) Securities: Carrying amounts and approximate fair value of investment securities are summarized as follows: March 31, 2001 December 31, 2000 ------------------ ---------------------- Carrying Fair Carrying Fair Amount Value Amount Value -------- ------- -------- ------- (Dollars in thousands) U.S. Treasury securities and obligations of U.S. government agencies $ 13,246 $ 13,236 $ 17,611 $ 17,544 Obligations of state & political subdivisions 47,876 47,813 46,776 46,710 Mortgage-backed securities 101,530 101,530 81,147 81,147 Corporate debt securities 1,769 1,769 1,749 1,749 Equity securities 10 10 10 10 -------- -------- -------- -------- Total $164,431 $164,358 $147,293 $147,160 ======== ======== ======== ======== The following summarizes the amortized cost, approximate fair value, gross unrealized holding gains, and gross unrealized holding losses at March 31, 2001 of the Company's Investment Securities classified as available-for-sale: March 31, 2001 ---------------------------------------------- (Dollars in thousands) Gross Gross Unrealized Unrealized Amortized Holding Holding Fair Cost Gains Losses Value --------- ---------- ----------- ------- U.S. Treasury securities and obligations of U.S. government agencies: $ 12,388 $ 292 $ 16 $ 12,664 Obligations of state and political subdivisions: 45,766 1,129 255 46,640 Mortgage-backed securities: 100,479 1,327 276 101,530 Corporate debt securities: 1,785 31 47 1,769 Equity securities: 10 0 0 10 -------- ------ ---- -------- Total $160,428 $2,779 $594 $162,613 -------- ------ ---- -------- (13) The following summarizes the amortized cost, approximate fair value, gross unrealized holding gains, and gross unrealized holding losses at March 31, 2001 of the Company's Investment Securities classified as held-to-maturity: March 31, 2001 ---------------------------------------------- (Dollars in thousands) Gross Gross Unrealized Unrealized Amortized Holding Holding Fair Cost Gains Losses Value --------- ---------- ---------- ------ U.S. Treasury securities and obligations of U.S. government agencies: $ 582 $ 0 $ 10 $ 572 Obligations of state and political subdivisions: 1,236 0 63 1,173 ------ --- ---- ------ Total $1,818 $ 0 $ 73 $1,745 ====== === ==== ====== The following table shows the amortized cost and approximate fair value of the company's debt securities at March 31, 2001 using contractual maturities. Expected maturities will differ from contractual maturity because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Available-for-sale Held-to-maturity ---------------------- --------------------- Amortized Fair Amortized Fair Cost Value Cost Value --------- ------ --------- ----- (Dollars in Thousands) (Dollars in Thousands) Amounts maturing in: One year or less $ 499 $ 503 $ 0 $ 0 After one year through five years 1,499 1,535 0 0 After five years through ten years 11,463 11,742 0 0 After ten years 46,478 47,293 1,818 1,745 Mortgage-backed securities 100,479 101,530 0 0 -------- -------- ------ ------ Total $160,418 $162,603 $1,818 $1,745 ======== ======== ====== ====== Gross proceeds from the sale of investment securities for the periods ended March 31, 2001 and 2000 were $17,285,444 and $5,970,925 respectively with the gross realized gains being $296,935 and $2,401 respectively, and gross realized losses being $102,995 and $12,404, respectively. At March 31, 2001 and 2000, investment securities with a carrying amount of $68,473,389 and $102,675,995 respectively, were pledged as collateral to secure public deposits and for other purposes. (14) Loans: The following table sets forth detailed information concerning the composition of the company's loan portfolio as of the dates specified: March 31, 2001 December 31, 2000 --------------- ----------------- Amount % Amount % ------- ---- ------- ---- (Dollars in thousands) Real estate loans, secured by residential properties $ 83,694 24.5 $ 89,827 22.6 Real estate loans, secured by nonfarm, nonresidential properties 165,953 38.1 156,234 39.2 Commercial & industrial loans 78,545 18.6 79,483 20.0 Loans to individuals for household, family and other personal expenditures 61,532 16.4 62,504 15.7 Loans to state and political subdivisions 17,364 2.3 10,078 2.5 All other loans, including overdrafts 930 0.1 249 0.0 -------- ----- -------- ----- Total Gross Loans $408,018 100.0 $398,375 100.0 Less: Allow. for Loan Losses (5,282) (5,250) -------- -------- Net Loans $402,736 $393,125 ======== ======== The following table sets forth certain information with respect to the company's allowance for loan losses and charge-offs: Period Ended March 31, Dec 31, 2001 2000 --------- ------- (Dollars in thousands) Balance, January 1 $5,250 $4,714 Recoveries Credited 84 259 Losses Charged 232 693 Provision for Loan Losses 180 970 ------ ------ Balance at End of Period $5,282 $5,250 ====== ====== (15) The following table presents information about the company's non-performing assets for the periods indicated: March 31, 2001 Dec 31, 2000 -------------- ------------ (Dollars in thousands) Nonaccrual loans Impaired $ 0 $ 0 Other 668 645 Loans past due 90 days or more and still accruing 24 224 ----- ----- Total non-performing loans 692 869 Other Real Estate Owned 25 0 ----- ----- Total non-performing assets $ 717 $ 869 ===== ===== March 31, 2001 Dec 31, 2000 -------------- ------------ Non-performing loans as a percentage of gross loans 0.2% 0.2% Non-performing assets as a percentage of total assets 0.1% 0.1% Non-performing assets are comprised of non-accrual loans and loans past due 90 days or more and still accruing, and other real estate owned. Loans are placed in nonaccrual status when management believes that the collection of interest or principal is doubtful, or generally when a default of interest or principal has existed for 90 days or more, unless such loan is fully secured and in the process of collection. When interest accrual is discontinued, interest credited to income in the current year is reversed and interest accrued in prior years is charged against the allowance for credit losses. Any payments received are applied, first to the outstanding loan amounts, then to the recovery of any charged-off loan amounts. Any excess is treated as a recovery of lost interest. The increase in nonaccrual loans is comprised of five credits which are adequately secured by mortgages or UCC's on the property. Any loss recognized on these loans is expected to be minimal. Other real estate consists of property acquired through foreclosure. The property is carried at the lower of cost or the estimated fair value based on an independent appraisal. Provision for Credit Losses: The provision for credit losses varies from year to year based on management's evaluation of the adequacy of the allowance for credit losses in relation to the risks inherent in the loan portfolio. In its evaluation, management considers credit quality, changes in loan volume, composition of the loan portfolio, past experience, delinquency trends, and the economic condition. Consideration is also given to (16) examinations performed by regulatory authorities and the Company's independent accountants. A monthly provision of $60,000 was credited to the allowance for loan losses during the first three months of 2001 and 2000, respectively. The ratio of the loan loss reserve to total loans at March 31, 2001 and 2000 was 1.29% and 1.29%, respectively. Asset/Liability Management, Interest Rate Sensitivity and Inflation The major objectives of the company's asset and liability management are to (1) manage exposure to changes in the interest rate environment to achieve a neutral interest sensitivity position within reasonable ranges, (2) ensure adequate liquidity and funding, (3) maintain a strong capital base, and (4) maximize net interest income opportunities. First National Community Bank manages these objectives through its Senior Management and Asset and Liability Management Committees. Members of the committees meet regularly to develop balance sheet strategies affecting the future level of net interest income, liquidity and capital. Items that are considered in asset and liability management include balance sheet forecasts, the economic environment, the anticipated direction of interest rates and the Bank's earnings sensitivity to changes in these rates. The company analyzes its interest sensitivity position to manage the risk associated with interest rate movements through the use of gap analysis and simulation modeling. Because of the limitations of the gap reports, the bank uses simulation modeling to project future net interest income streams incorporating the current "gap" position, the forecasted balance sheet mix, and the anticipated spread relationships between market rates and bank products under a variety of interest rate scenarios. Economic conditions affect financial institutions, as they do other businesses, in a number of ways. Rising inflation affects all businesses through increased operating costs but affects banks primarily through the manner in which they manage their interest sensitive assets and liabilities in a rising rate environment. Economic recession can also have a material effect on financial institutions as the assets and liabilities affected by a decrease in interest rates must be managed in a way that will maximize the largest component of a bank's income, that being net interest income. Recessionary periods may also tend to decrease borrowing needs and increase the uncertainty inherent in the borrowers' ability to pay previously advanced loans. Additionally, reinvestment of investment portfolio maturities can pose a problem as attractive rates are not as available. Management closely monitors the interest rate risk of the balance sheet and the credit risk inherent in the loan portfolio in order to minimize the effects of fluctuations caused by changes in general economic conditions. Liquidity The term liquidity refers to the ability of the company to generate sufficient amounts of cash to meet its cash-flow needs. Liquidity is required to fulfill the borrowing needs of the bank's credit customers and the withdrawal and maturity requirements of its deposit customers, as well as to meet other financial commitments. (17) The short-term liquidity position of the company is strong as evidenced by $26,776,000 in cash and cash equivalents and $2,774,000 in interest-bearing balances with banks maturing within one year. A secondary source of liquidity is provided by the investment portfolio with $10,228,000 or 6% of the portfolio maturing or expected to be called within one year and expected cash flow from principal reductions approximating an additional $12,000,000. The company has relied primarily on its retail deposits as a source of funds. The bank is primarily a seller of Federal funds to invest excess cash; however, the bank can also borrow in the Federal Funds market to meet temporary liquidity needs. Other sources of potential liquidity include repurchase agreements, Federal Home Loan Bank advances and the Federal Reserve Discount Window. Capital Management A strong capital base is essential to the continued growth and profitability of the company and in that regard the maintenance of appropriate levels of capital is a management priority. The company's principal capital planning goals are to provide an adequate return to shareholders while retaining a sufficient base from which to provide for future growth, while at the same time complying with all regulatory standards. As more fully described in Note 13 to the year end audited financial statements, regulatory authorities have prescribed specified minimum capital ratios as guidelines for determining capital adequacy to help insure the safety and soundness of financial institutions. Total stockholders' equity increased $1,905,000 or 4% during the first three months of 2001 comprised of an increase in retained earnings in the amount of $1,127,000 after paying cash dividends, $216,000 from stock issued through Dividend Reinvestment and a $562,000 increase in other comprehensive income. During the same period of 2000, total stockholders' equity increased $1,558,000, or 4%, comprised of an increase in retained earnings of $1,101,000, after paying cash dividends and $216,000 from stock issued through Dividend Reinvestment and $241,000 increase in the market value of our securities available-for-sale. The total dividend payout during the first three months of 2001 and 2000 represents $.21 per share and $.17 per share, respectively. Excluding the impact due to securities valuation, increases in core equity amounted to $1,343,000 and $1,317,000, respectively. The Board of Governors of the Federal Reserve System and other various regulatory agencies have specified guidelines for purposes of evaluating a bank's capital adequacy. Currently, banks must maintain a leverage ratio of core capital to total assets at a prescribed level, namely 3%. In addition, bank regulators have issued risk-based capital guidelines. Under such guidelines, minimum ratios of core capital and total qualifying capital as a percentage of risk-weighted assets and certain off-balance sheet items of 4% and 8% are required. As of March 31, 2001, First National Community Bank met all capital requirements with a leverage ratio of 7.74% and core capital and total risk-based capital ratios of 10.30% and 11.46%, respectively. (18) Part II Other Information Item 1 - Legal Proceeding The Bank is not involved in any material pending legal proceedings, other than routine litigation incidental to the business. Item 2 - Changes in Securities None Item 3 - Defaults upon Senior Securities None Item 4 - Submission of Matters to a Vote of Security Holders None Item 5 - Other Information None Item 6 - Exhibits and Reports on Form 8 - K None (19) 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. Registrant: FIRST NATIONAL COMMUNITY BANCORP, INC Date: May 7, 2001 /s/ J. David Lombardi ----------------- ------------------------------- J. David Lombardi, President/ Chief Executive Officer Date: May 7, 2001 /s/ William Lance ----------------- ------------------------------ William Lance, Treasurer/ Principal Financial Officer (20)