FIRST NATIONAL COMMUNITY BANCORP INC
10-Q, 2000-11-06
NATIONAL COMMERCIAL BANKS
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                     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 September 30, 2000

[  ]    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)

                                2,506,247 shares
                        (Outstanding at October 16, 2000)

<PAGE>

                     FIRST NATIONAL COMMUNITY BANCORP, INC.

                                      INDEX

                                                                       Page No.
Part I - Consolidated Financial Statements

  Item 1.  Consolidated Financial Statements

           Consolidated Statements of Financial Condition
           September 30, 2000 and December 31, 1999                           1

           Consolidated Statements of Income
           Three Months Ended September 30, 2000 and 1999
           YTD Ended September 30, 2000 and 1999                              2

           Consolidated Statements of Cash Flows
           Nine Months Ended September 30, 2000 and 1999                    3-4

           Consolidated Statements of Changes in Stockholders' Equity
           Nine Months Ended September 30, 2000                               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)
<PAGE>

                     FIRST NATIONAL COMMUNITY BANCORP, INC.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                             (Dollars in thousands)

                                               Sept. 30,               Dec. 31,
                                                 2000                    1999
                                              (UNAUDITED)              (AUDITED)
                                              -----------              ---------
ASSETS
 Cash and cash equivalents:
  Cash and due from banks                      $ 12,022                $ 15,971
  Federal funds sold                              5,000                       0
                                               --------                --------
   Total cash and cash equivalents               17,022                  15,971
 Interest-bearing balances with
  financial institutions                          3,559                   2,874
 Securities:
  Available-for-sale, at fair value             142,419                 136,393
  Held-to-maturity, at cost
   (fair value $2,004 on Sept. 30, 2000 and
   $1,809 on December 31, 1999)                   2,302                   2,199
 Federal Reserve Bank and FHLB stock, at cost     5,033                   7,936
 Net loans                                      385,293                 359,244
 Bank premises and equipment                      5,572                   4,825
 Other assets                                    10,814                  10,921
                                               --------                --------
    Total Assets                               $572,014                $540,363
                                               ========                ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
 Deposits:
  Demand - non-interest bearing                $ 41,727                $ 42,535
  Interest bearing demand                        82,214                  64,483
  Savings                                        45,248                  43,502
  Time ($100,000 and over)                       73,873                  70,931
  Other time                                    200,826                 189,675
                                               --------                --------
   Total deposits                               443,888                 411,126
 Borrowed funds                                  80,604                  88,173
 Other liabilities                                4,988                   4,009
                                               --------                --------
    Total Liabilities                          $529,480                $503,308
                                               --------                --------
Shareholders' equity:
 Common Stock, $1.25 par value,
  Authorized: 20,000,000 shares at
   Sept. 30, 2000,
   and 5,000,000 shares at
   December 31, 1999;
  Issued and outstanding:
   2,506,247 shares at Sept. 30, 2000
   and 2,493,507 shares at December 31, 1999
                                               $  3,133                $  3,117
 Additional Paid-in Capital                      10,215                   9,841
 Retained Earnings                               31,766                  28,349
 Accumulated Other Comprehensive Income/(Loss)   (2,580)                 (4,252)
                                               --------                --------
   Total shareholders' equity                  $ 42,534                $ 37,055
                                               --------                --------
    Total Liabilities and Shareholders' Equity $572,014                $540,363
                                               ========                ========

Note:  The balance  sheet at December 31, 1999 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)
<PAGE>

                     FIRST NATIONAL COMMUNITY BANCORP, INC.
                  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                (Dollars in thousands, except per share amounts)

                              Three Months Ending             Year-to-Date
                            ------------------------       ---------------------
                            Sept. 30,      Sept. 30,       Sept. 30,   Sept. 30,
                              2000           1999            2000        1999
                            ---------      ---------       ---------   ---------

Interest Income:
Loans                       $ 8,390         $ 7,287         $ 24,153   $ 21,492
Balances with banks              61              36              154        103
Investments                   2,498           2,122            7,624      6,223
Federal Funds Sold              170              22              185         98
                            -------         -------         --------   --------
 Total interest income       11,119           9,467           32,116     27,916
                            -------         -------         --------   --------

Interest Expense:
Deposits                      5,086           3,955           13,978     11,784
Borrowed Funds                1,260           1,028            3,966      3,068
                            -------         -------         --------   --------
 Total interest expense       6,346           4,983           17,944     14,852
                            -------         -------         --------   --------

Net Interest Income
 before Loan Loss Provision   4,773           4,484           14,172     13,064
Provision for loan losses       180             180              540        540
                            -------         -------         --------   --------
Net interest income           4,593           4,304           13,632     12,524
                            -------         -------         --------   --------
Other Income:
Service charges                 273             220              750        618
Other Income                    133             100              368        339
Gain (Loss) on sale of:
 Securities                     (23)            (16)             (11)       197
                            -------         -------         --------   --------
  Total other income            383             304            1,107      1,154
                            -------         -------         --------   --------

Other expenses:
Salaries & benefits           1,504           1,418            4,386      4,063
Occupancy & equipment           497             464            1,482      1,331
Other                           941             895            2,761      2,563
                            -------         -------         --------   --------
  Total other expenses        2,942           2,777            8,629      7,957
                            -------         -------         --------   --------
Income before income taxes    2,034           1,831            6,110      5,721
Income tax expense              474             454            1,368      1,394
                            -------         -------         --------    -------
  NET INCOME                $ 1,560         $ 1,377         $  4,742    $ 4,327
                            =======         =======         ========    =======

Basic earnings per share (1)$  0.62         $  0.57         $   1.90    $  1.80
                            =======         =======         ========    =======
Weighted average number
  of shares (1)           2,506,247        2,402,809       2,500,746  2,399,872
                          =========        =========       =========  =========






                        See notes to financial statements
                                       (2)
<PAGE>

                     FIRST NATIONAL COMMUNITY BANCORP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)

                                                   Sept. 30,     Sept. 30,
                                                     2000           1999
                                                   ---------     ---------
                                                   (Dollars in thousands)

INCREASE (DECREASE) IN CASH EQUIVALENTS:
Cash Flows From Operating Activities:
Interest Received                                  $ 31,397       $  27,416
Fees & Commissions Received                           1,118             957
Interest Paid                                       (17,297)        (14,894)
Income Taxes Paid                                    (1,678)         (1,498)
Cash Paid to Suppliers & Employees                   (7,485)         (8,406)
                                                   --------       ---------
Net Cash Provided (Used) by Operating
  Activities                                       $  6,055       $   3,575
                                                   --------       ---------

Cash Flows from Investing Activities:
Securities available for sale:
 Proceeds from Maturities                          $      0       $   1,500
 Proceeds from Sales prior to maturity               39,414          20,306
 Proceeds from Calls prior to maturity               12,254          15,117
 Purchases                                          (52,179)        (52,421)
Securities held to maturity:
 Proceeds from Calls prior to maturity                    0             249
 Purchases                                                0          (1,622)
Net (Increase) Decrease in
 Interest-Bearing Bank Balances                        (685)           (296)
Net (Increase) Decrease in Loans to Customers       (26,664)        (34,246)
Capital Expenditures                                 (1,401)           (728)
                                                   --------        --------
Net Cash Provided (Used) by Investing
  Activities                                       $(29,261)       $(52,141)
                                                   --------        --------

Cash Flows from Financing Activities:
Net Increase (Decrease) in Demand Deposits,
 Money Market Demand, NOW Accounts,
 and Savings Accounts                              $ 18,669        $ 17,727
Net Increase in Certificates of Deposit              14,093          11,545
Net Increase (Decrease) in Borrowed Funds            (7,570)         19,186
Net Proceeds from Issuance of Common Stock
Through Dividend Reinvestment                           390             364
Dividends Paid                                       (1,325)         (1,128)
                                                   --------        --------
Net Cash Provided (Used) by Financing
  Activities                                       $ 24,257        $ 47,694
                                                   --------        --------
Net Increase (Decrease) in Cash and
  Cash Equivalents                                 $  1,051        $   (872)
Cash & Cash Equivalents at Beginning of Year       $ 15,971        $ 13,459
                                                   --------        --------
CASH & CASH EQUIVALENTS AT END OF PERIOD           $ 17,022        $ 12,587
                                                   ========        ========



                                   (Continued)

                                       (3)
<PAGE>

                     FIRST NATIONAL COMMUNITY BANCORP, INC.

                CONSOLIDATED STATEMENTS OF CASH FLOW (CONTINUED)

                  NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

                                                  Sept. 30,       Sept. 30,
                                                     2000           1999
                                                  ---------       ---------
                                                   (Dollars in thousands)

RECONCILIATION OF NET INCOME TO NET CASH
  PROVIDED BY OPERATING ACTIVITIES:

Net Income                                         $  4,742         $  4,327
                                                   --------         --------
Adjustments to Reconcile Net Income to
 Net Cash Provided by Operating Activities:
Amortization (Accretion), Net                          (190)             (31)
Depreciation                                            653              581
Provision for Probable Credit Losses                    540              540
Loss (Gain) on Sale of Investment Securities             11             (197)
Increase (Decrease) in Taxes Payable                   (309)            (104)
Decrease (Increase) in Interest Receivable             (529)            (469)
Increase (Decrease) in Interest Payable                 646              (42)
Decrease (Increase) in Prepaid Expenses
 and Other Assets                                      (151)          (1,895)
Increase (Decrease) in Accrued Expenses
and Other Liabilities                                   642              865
                                                   --------         --------
  Total Adjustments                                $  1,313         $   (752)
                                                   --------         --------
NET CASH PROVIDED (USED) BY OPERATING
  ACTIVITIES                                       $  6,055         $  3,575
                                                   ========         ========














                        See notes to financial statements
                                       (4)
<PAGE>
<TABLE>

             FIRST NATIONAL COMMUNITY BANCORP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CHANGES IN
                              STOCKHOLDERS' EQUITY
                  For The Nine Months Ended September 30, 2000
                        (In thousands, except share data)
                                   (UNAUDITED)
<CAPTION>
                                                                                                ACCUM-
                                                                                                ULATED
                                                                                                OTHER
                                                                                                 COMP-
                                     COMP-                                                      REHEN-
                                     REHEN-       COMMON STOCK          ADD'L                   SIVE
                                      SIVE     --------------------    PAID-IN     RETAINED    INCOME
                                     INCOME     SHARES       AMOUNT    CAPITAL     EARNINGS     (LOSS)    TOTAL
                                    --------  ------------ ---------  ---------   ----------  ---------  -------
<S>                                  <C>      <C>          <C>        <C>         <C>         <C>        <C>
BALANCES, DECEMBER 31, 1999                     2,493,507    $3,117     $9,841      $28,349   $(4,252)   $37,055
 Comprehensive Income:
   Net income for the period          4,742                                           4,742                4,742
   Other comprehensive income, net
   of tax:
    Unrealized gain on securities
    available-for-sale, net of
    deferred income taxes of $862     1,661
    Reclassification adjustment          11
                                     ------
  Total other comprehensive
   income, net of tax                 1,672                                                     1,672      1,672
                                     ------
 Comprehensive Income                 6,414
 Issuance of Common Stock through
 Dividend Reinvestment                             12,740        16        374                               390
 Cash dividends paid, $0.53 per share                                                (1,325)              (1,325)
                                                --------- ---------    -------    ---------   -------    -------
BALANCES, SEPTEMBER 30, 2000                    2,506,247    $3,133    $10,215      $31,766   $(2,580)   $42,534
                                                --------- ---------    -------    ---------   -------    -------
</TABLE>














                        See notes to financial statements
                                       (5)
<PAGE>

                     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, 1999.

          (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  2,506,247  and
     2,402,809 for the periods ending September 30, 2000 and 1999, respectively.




















                                       (6)
<PAGE>

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 September 30, 2000 and 1999. 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 bank  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).  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. At September 30, 2000, the company
     had 175 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:
       - the Main Office in Dunmore
       - the downtown Scranton Office established in 1980
       - the Dickson City Office opened in December 1984
       - the Fashion Mall Office,Scranton/Carbondale Highway opened in July 1988
       - the Wilkes-Barre Office which opened in July 1993
       - the Pittston Office which opened in April 1995
       - the Kingston Office which opened in August 1996
       - the Exeter Office which opened in November 1998
       - the Daleville Office which opened in April 2000
       - the Plains Office which opened in June 2000
       - the Back Mountain Office which opened in October 2000.









                                       (7)
<PAGE>

          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 nine months ended  September  30, 2000  amounted to
     $4,742,000,  an increase of $415,000 or 10%  compared to the same period of
     the previous  year.  This  increase  can be  attributed  to the  $1,108,000
     improvement  in  net  interest  income.   Earnings  from  securities  sales
     decreased $208,000.  Non-interest  expenses increased $672,000, or 8%, over
     the same period of last year due primarily to costs associated with two new
     community  offices.  Operating income for the same period,  after excluding
     the effect of asset sales and loan loss provisions,  increased  $623,000 or
     13%.

RESULTS OF OPERATIONS

Net Interest Income:

          The Company's  primary source of revenue is net interest  income which
     totaled  $14,172,000  and $13,064,000 for the first nine months of 2000 and
     1999,  respectively.  Year to date net interest  margins  (tax  equivalent)
     decreased eight basis points from 3.80% reported in 1999 to 3.72% comprised
     of a twenty-nine basis point increase in the yield earned on earning assets
     and a  forty-four  basis  point  increase  in the cost of  interest-bearing
     liabilities.
          Earning assets  increased $34 million to $553 million during the first
     nine months of 2000 and now total 96.7% of total assets,  comparable to the
     year-end level of 96.1%.


















                                       (8)
<PAGE>

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:

                                        Nine-months ended September 30, 2000
                                        ------------------------------------
                                         Average                      Yield/
                                         Balance       Interest        Cost
                                        ---------     ----------      ------
                                              (Dollars in thousands)
Assets:
Interest-earning assets:
 Loans (taxable)                        $369,106        $23,610         8.48%
 Loans (tax-free) (1)                     11,195            543         9.68
 Investment securities (taxable)         113,974          5,891         6.89
 Investment securities (tax-free)(1)      42,476          1,733         8.24
 Time deposits with banks and
  federal funds sold                       6,909            339         6.52
                                        --------        -------         ----
Total interest-earning assets            543,660         32,116         8.13%
                                                        -------         ----
Non-interest earning assets               19,094
                                        --------
      Total Assets                      $562,754
                                        ========

Liabilities and Shareholders' Equity:
Interest-bearing liabilities:
 Deposits                               $386,858        $13,978         4.84%
 Borrowed funds                           88,804          3,966         5.89
                                        --------        -------         ----
Total interest-bearing liabilities       475,662         17,944         5.04%
                                                        -------         ----
Other liabilities and
  shareholders' equity                    87,092
                                        --------
      Total Liabilities and
       Shareholders' Equity             $562,754
                                        ========

Net interest income/rate spread                         $14,172         3.09%

Net yield on average interest-
  earning assets                                                        3.72%

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)
<PAGE>

                                        Nine-months ended September 30, 1999
                                       --------------------------------------
                                         Average                       Yield/
                                         Balance       Interest         Cost
                                       ----------     ----------       ------
                                              (Dollars in thousands)

Assets:
Interest-earning assets:
 Loans (taxable)                        $337,998        $20,980         8.23%
 Loans (tax-free) (1)                     11,140            512         9.19
 Investment securities (taxable)          98,728          4,740         6.40
 Investment securities (tax-free) (1)     36,728          1,483         8.16
 Time deposits with banks and
  federal funds sold                       5,162            201         5.17
                                        --------        -------         ----
Total interest-earning assets            489,756         27,916         7.84%
                                                        -------         ----
Non-interest earning assets               20,511
                                        --------
     Total Assets                       $510,267
                                        ========

Liabilities and Shareholders' Equity:
Interest-bearing liabilities:
 Deposits                               $357,434        $11,784         4.41%
 Borrowed funds                           72,778          3,068         5.56
                                        --------        -------         ----
Total interest-bearing liabilities       430,212         14,852         4.60%
                                                        -------
Other liabilities and
  shareholders' equity                    80,055
                                        --------
     Total Liabilities and
      Shareholders' Equity              $510,267
                                        ========

Net interest income/rate spread                         $13,064         3.24%

Net yield on average interest-
 earning assets                                                         3.80%

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)
<PAGE>

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 September 30,
                                               (Dollars in thousands)
                                                    2000 vs 1999
                                        Increase (Decrease)
                                               Due to
                                      ---------------------
                                        Rate         Volume          Total
                                      ------         ------          ------
Loans (taxable)                       $  660         $1,971          $2,631
Loans (tax-free)                          27              3              30
Investment securities (taxable)          418            733           1,151
Investment securities (tax-free)          18            232             250
Time deposits with banks and
  federal funds sold                      71             67             138
                                      ------         ------          ------
Total interest income                 $1,194         $3,006          $4,200
                                      ------         ------          ------

Deposits                              $1,316         $  878          $2,194
Borrowed funds                           222            676             898
                                      ------         ------          ------
Total interest expense                $1,538         $1,554          $3,092
                                      ------         ------          ------
Net change in net interest income     $ (344)        $1,452          $1,108
                                      ======         ======          ======



                                              Period Ended September 30,
                                               (Dollars in thousands)
                                                    1999 vs 1998
                                        Increase (Decrease)
                                               Due to
                                        ---------------------
                                         Rate          Volume        Total
                                        -----          ------        ------
Loans (taxable)                        $ (895)         $3,579        $2,684
Loans (tax-free)                           (4)            (69)          (73)
Investment securities (taxable)           (82)            299           217
Investment securities (tax-free)         (149)            253           104
Time deposits with banks and
  federal funds sold                      (23)           (121)         (144)
                                      -------          ------        ------
Total interest income                 $(1,153)         $3,941        $2,788
                                      -------          ------        ------

Deposits                              $  (689)         $1,155        $  466
Borrowed funds                           (152)            914           762
                                      -------          ------        ------
Total interest expense                $  (841)         $2,069        $1,228
                                      -------          ------        ------
Net change in net interest income     $  (312)         $1,872        $1,560
                                      =======          ======        ======




                                      (11)
<PAGE>

Other Income and Expenses:

          Other  income in the first nine  months of 2000  decreased  $47,000 in
     comparison  to the same period of 1999.  This  decrease  can be  attributed
     primarily  to a $208,000  decrease  in the gain on the sale of  securities.
     Excluding income from asset sales,  other income increased $161,000 or 17%,
     during the first nine months of 2000 as compared to the same period of last
     year. Income from service charges increased $132,000, or 21%, in comparison
     to the same period of last year while other fee income  increased  $29,000,
     or 9%. New  products as well as a larger  deposit base  contributed  to the
     increases.
          Other expenses increased $672,000 or 8% for the period ended September
     30, 2000  compared to the same period of the  previous  year.  Salaries and
     Benefits costs account for a majority of the increase,  adding $323,000, or
     8% in comparison to the first nine months of 1999.  Occupancy and equipment
     costs rose 11% while other operating  expenses increased  $198,000,  or 8%.
     The majority of the cost  increases  can be attributed to two 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:

                                                    2000             1999
                                                   ------           ------
Provision at statutory rate                        $2,090           $1,970
Add (Deduct):
  Tax effect of non-taxable interest income          (774)            (678)
  Non-deductible interest expense                     116               94
  Other items, net                                    (64)               8
                                                   ------           ------
  Income tax expense                               $1,368           $1,394
                                                   ======           ======












                                      (12)
<PAGE>

Securities:
          Carrying amounts and approximate  fair value of investment  securities
     are summarized as follows:
                                   September 30, 2000         December 31, 1999
                                  ---------------------      -------------------
                                  Carrying       Fair        Carrying    Fair
                                   Amount        Value        Amount     Value
                                  --------     --------      --------   -------
                                            (Dollars in thousands)
U.S. Treasury securities and
 obligations of U.S.
 government agencies              $ 19,041    $ 18,915      $  20,785  $ 20,629
Obligations of state &
 political subdivisions             43,008      42,836         39,097    38,863
Mortgage-backed securities          81,190      81,190         77,763    77,763
Corporate debt securities            1,482       1,482            937       937
Equity securities                    5,033       5,033          7,946     7,946
                                  --------    --------       --------  --------
   Total                          $149,754    $149,456       $146,528  $146,138
                                  ========    ========       ========  ========

          The following  summarizes the amortized cost,  approximate fair value,
     gross  unrealized  holding gains,  and gross  unrealized  holding losses at
     September 30, 2000 of the  Company's  Investment  Securities  classified as
     available-for-sale:

                                             September 30, 2000
                                           (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:            $ 18,415       $ 18         $  488    $ 17,945
Obligations of state and
 political subdivisions:           42,759        461          1,418      41,802
Mortgage-backed securities:        83,618        269          2,697      81,190
Corporate debt securities:          1,536          7             61       1,482
Equity securities:                  5,033          0              0       5,033
                                 --------       ----         ------    --------
   Total                         $151,361       $755         $4,664    $147,452
                                 ========       ====         ======    ========









                                      (13)
<PAGE>

          The following  summarizes the amortized cost,  approximate fair value,
     gross  unrealized  holding gains,  and gross  unrealized  holding losses at
     September 30, 2000 of the  Company's  Investment  Securities  classified as
     held-to-maturity:

                                           September 30, 2000
                                         (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:                $1,096       $  0           $126    $  970
Obligations of state and
 political subdivisions:              1,206          0            172     1,034
Mortgage-backed securities:               0          0              0         0
Corporate debt securities:                0          0              0         0
Equity securities:                        0          0              0         0
                                     ------       ----           ----    ------
   Total                             $2,302       $  0           $298    $2,004
                                     ======       ====           ====    ======

          The following  table shows the  amortized  cost and  approximate  fair
     value  of the  company's  debt  securities  at  September  30,  2000  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           $    498      $    497       $    0        $    0
 After one year through
  five years                   2,999         2,976            0             0
 After five years through
  ten years                   12,502        12,371            0             0
 After ten years              46,711        45,385        2,302         2,004
 Mortgage-backed securities   83,618        81,190            0             0
                            --------      --------       ------        ------
   Total                    $146,328      $142,419       $2,302        $2,004
                            ========      ========       ======        ======

          Gross proceeds from the sale of investment  securities for the periods
     ended  September  30,  2000  and  1999  were  $39,413,606  and  $20,305,784
     respectively  with the gross  realized  gains being  $60,347  and  $253,641
     respectively,   and  gross  realized  losses  being  $69,313  and  $56,982,
     respectively.
          At September 30, 2000 and 1999,  investment securities with a carrying
     amount  of  $82,836,182  and  $83,051,488  respectively,  were  pledged  as
     collateral to secure public deposits and for other purposes.

                                      (14)
<PAGE>

Loans:
          The following  table sets forth  detailed  information  concerning the
     composition of the company's loan portfolio as of the dates specified:

                                         September 30, 2000    December 31, 1999
                                          Amount       %        Amount       %
                                         --------    -----     --------    ----
                                                (Dollars in thousands)

Real estate loans, secured by residential
  properties                             $ 95,610     24.5      $ 95,339   26.2
Real estate loans, secured by nonfarm,
  nonresidential properties               148,815     38.1       134,690   37.0
Commercial & industrial loans              72,349     18.6        61,337   16.9
Loans to individuals for household,
  family and other personal expenditures   64,138     16.4        65,075   17.9
Loans to state and political subdivisions   9,013      2.3         7,389    2.0
All other loans, including overdrafts         248      0.1           128    0.0
                                         --------    -----      --------  -----
Total Gross Loans                        $390,173    100.0      $363,958  100.0
 Less: Allow. for Loan Losses              (4,880)                (4,714)
                                         --------               --------
Net Loans                                $385,293               $359,244
                                         ========               ========

          The following table sets forth certain information with respect to the
     company's allowance for loan losses and charge-offs:

                                                  Period Ended
                                         Sept. 30,             Dec 31,
                                           2000                 1999
                                         ---------             -------
                                             (Dollars in thousands)

Balance, January 1                         $4,714               $4,283
Recoveries Credited                            92                  267
Losses Charged                                466                  856
Provision for Loan Losses                     540                1,020
                                           ------               ------
Balance at End of Period                   $4,880               $4,714
                                           ======               ======








                                      (15)
<PAGE>

          The  following   table  presents   information   about  the  company's
     non-performing assets for the periods indicated:

                                     Sept. 30, 2000         Dec 31, 1999
                                     --------------         ------------
                                              (Dollars in thousands)

Nonaccrual loans
  Impaired                              $    0                  $   0
  Other                                    901                    288
Loans past due 90 days or more
 and still accruing                        309                    498
                                        ------                  -----
   Total non-performing loans            1,210                    786
Other Real Estate Owned                     75                      0
                                        ------                  -----
   Total non-performing assets          $1,285                  $ 786
                                        ======                  =====

                                     Sept. 30, 2000          Dec 31, 1999
                                     --------------          ------------
Non-performing loans as a
  percentage of gross loans               0.3%                   0.2%
                                          ====                   ====

Non-performing assets as a
  percentage of total assets              0.2%                   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)

<PAGE>

     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 nine months of 2000 and 1999,
     respectively.  The  ratio  of the  loan  loss  reserve  to  total  loans at
     September 30, 2000 and 1999 was 1.25% and 1.18%, 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)

<PAGE>

          The  short-term  liquidity  position  of  the  company  is  strong  as
     evidenced  by  $17,022,000  in cash and due from  banks and  $2,667,000  in
     interest-bearing  balances with banks maturing within one year. A secondary
     source of liquidity is provided by the investment portfolio with $1,451,000
     or 1% of the  portfolio  maturing or expected to be called  within one year
     and  expected  cash  flow  from  principal   reductions   approximating  an
     additional $6,000,000.

          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 12 to the 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  $5,479,000  or 15% during the
     first nine months of 2000 comprised of an increase in retained  earnings in
     the amount of $3,417,000  after paying cash dividends,  $390,000 from stock
     issued  through  Dividend  Reinvestment  and a  $1,672,000  increase in the
     market value of our securities  available-for-sale.  During the same period
     of 1999, total stockholders' equity decreased $492,000, or 1%, comprised of
     an increase in retained earnings of $3,198,000, after paying cash dividends
     and $364,000 from stock issued through  Dividend  Reinvestment  offset by a
     $4,054,000    decrease   in   the   market   value   of   our    securities
     available-for-sale.  The total dividend payout during the first nine months
     of  2000  and  1999   represents   $.53  per  share  and  $.47  per  share,
     respectively.  Excluding the impact due to securities valuation,  increases
     in core equity amounted to $3,807,000 and $3,562,000, 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 September 30, 2000, First National Community
     Bank met all capital  requirements  with a leverage ratio of 7.81% and core
     capital  and  total  risk-based   capital  ratios  of  10.91%  and  12.09%,
     respectively.





                                      (18)

<PAGE>

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)

<PAGE>

                                   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: October 19, 2000                     /s/ J. David Lombardi
                                           ---------------------
                                           J. David Lombardi, President/
                                           Chief Executive Officer


Date: October 19, 2000                     /s/ William Lance
                                           -----------------
                                           William Lance, Treasurer/
                                           Principal Financial Officer


























                                      (20)


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