FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________
Commission File No. 0-19618
FIRST COMMUNITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1833586
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
210 East Harriman
Bargersville, IN 46106
(Address of principal executive offices)
(Zip Code)
(317) 422-5171
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Sections 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Outstanding Shares of Common Stock on May 1, 2000 1,009,119
<PAGE>
FIRST COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
FORM 10-Q
INDEX
Page No.
--------
Forward Looking Statement....................................................3
Part I. Financial Information:
Item 1. Financial Statements:
Consolidated Condensed Balance Sheet..........................4
Consolidated Condensed Statement of Income....................5
Consolidated Condensed Statement of Comprehensive Income .....6
Consolidated Condensed Statement of Stockholders' Equity......7
Consolidated Condensed Statement of Cash Flows................8
Notes to Consolidated Condensed Financial Statements..........9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................10
Item 3. Quantitative and Qualitative Disclosures About Market Risk......14
Part II. Other Information:
Item 1. Legal Proceedings...............................................14
Item 2. Changes In Securities...........................................14
Item 3. Defaults Upon Senior Securities.................................14
Item 4. Submission of Matters to a Vote of Security Holders.............14
Item 5. Other Information...............................................14
Item 6. Exhibits and Reports on Form 8-K................................14
Signatures..................................................................15
2
<PAGE>
FORWARD LOOKING STATEMENT
This Quarterly Report on Form 10-Q ("Form 10-Q") contains statements which
constitute forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements appear in a number of
places in this Form 10-Q and include statements regarding the intent, belief,
outlook, estimate or expectations of the Company (as defined below), its
directors or its officers primarily with respect to future events and the future
financial performance of the Company. Readers of this Form 10-Q are cautioned
that any such forward looking statements are not guarantees of future events or
performance and involve risks and uncertainties, and that actual results may
differ materially from those in the forward looking statements as a result of
various factors. The accompanying information contained in this Form 10-Q
identifies important factors that could cause such differences. These factors
include changes in interest rates; loss of deposits and loan demand to other
financial institutions; substantial changes in financial markets; changes in
real estate values and the real estate market or regulatory changes.
3
<PAGE>
Item 1 Financial Statements
- ------ --------------------
FIRST COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheet
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
---------------------------------
<S> <C> <C>
Assets
Cash and due from banks $ 1,707,754 $ 2,357,531
Short-term interest-bearing deposits 5,040,642 2,245,670
---------------------------------
Cash and cash equivalents 6,748,396 4,603,201
Investment securities
Available for sale 12,880,036 14,065,377
Held to maturity 6,455,099 6,966,605
---------------------------------
Total investment securities 19,335,135 21,031,982
Loans 115,420,352 111,715,874
Allowance for loan losses (918,640) (873,203)
---------------------------------
Net Loans 114,501,712 110,842,671
Premises and equipment 4,574,726 4,448,634
Federal Home Loan Bank of Indianapolis stock, at cost 777,800 777,800
Interest receivable 1,010,276 1,084,609
Cash value of life insurance 1,611,437 1,593,788
Other assets 931,030 854,001
---------------------------------
Total assets $149,490,512 $145,236,686
=================================
Liabilities
Deposits
Noninterest-bearing $ 9,777,531 $ 9,411,994
Interest-bearing 122,680,785 118,903,006
---------------------------------
Total deposits 132,458,316 128,315,000
Federal Home Loan Bank of Indianapolis advances 4,597,389 4,597,389
Other borrowings 2,607,623 2,613,827
Interest payable 377,635 334,234
Other liabilities 694,778 570,756
---------------------------------
Total liabilities 140,735,741 136,431,206
---------------------------------
Commitments and Contingent Liabilities
Stockholders' Equity
Preferred stock, no-par value
Authorized and unissued - 1,000,000 shares
Common stock, no-par value
Authorized - 4,000,000 shares
Issued and outstanding -1,009,119 and 1,019,694 shares 6,840,269 6,930,024
Retained earnings and contributed capital 2,159,697 2,096,894
Accumulated other comprehensive income (245,195) (221,438)
---------------------------------
Total stockholders' equity 8,754,771 8,805,480
---------------------------------
Total liabilities and stockholders' equity $149,490,512 $145,236,686
=================================
</TABLE>
See notes to consolidated condensed financial statements.
4
<PAGE>
FIRST COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Condensed Statement of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
----------------------------
2000 1999
----------------------------
<S> <C> <C>
Interest Income
Loans, including fees $2,485,905 $2,117,149
Investment securities
Taxable 83,447 41,302
Tax exempt 125,311 68,588
Interest-bearing time deposits 72,838 82,378
Dividends 17,059 16,802
-----------------------------
Total interest income 2,784,560 2,326,219
-----------------------------
Interest Expense
Deposits 1,468,653 1,124,906
FHLB advances 65,161 76,211
Other borrowings 48,110 27,397
-----------------------------
Total interest expense 1,581,924 1,228,514
-----------------------------
Net Interest Income 1,202,636 1,097,705
Provision for loan losses 64,100 75,000
-----------------------------
Net Interest Income After Provision for Loan Losses 1,138,536 1,022,705
-----------------------------
Other Income
Trust fees 9,360 3,740
Service charges on deposit accounts 107,110 75,168
Other operating income 42,132 16,222
-----------------------------
Total other income 158,602 95,130
-----------------------------
Other Expenses
Salaries and employee benefits 552,851 381,122
Premises and equipment 163,460 89,824
Advertising 41,983 40,742
Data processing fees 111,074 81,089
Deposit insurance expense 6,820 14,009
Printing and office supplies 73,807 28,700
Legal and professional fees 53,492 39,666
Telephone expense 30,856 23,629
Other operating expense 178,085 133,840
-----------------------------
Total other expenses 1,212,428 832,621
-----------------------------
Income Before Income Tax 84,710 285,214
Income tax (benefit) expense (18,459) 80,229
-----------------------------
Net Income $ 103,169 $ 204,985
=============================
Basic earnings per share $ .10 $ .20
Diluted earnings per share .10 .20
Dividends per share .04 .03
</TABLE>
See notes to consolidated condensed financial statements.
5
<PAGE>
FIRST COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Condensed Statement of Comprehensive Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------------
2000 1999
---------------------------
<S> <C> <C>
Net Income $ 103,169 $ 204,985
Other comprehensive income, net of tax
Unrealized losses on securities available
Unrealized holding losses arising during the period,
net of tax benefit of $15,583 and $10,981 (23,757) (16,742)
---------------------------
Comprehensive income $ 79,412 $188,243
===========================
</TABLE>
See notes to consolidated condensed financial statements
6
<PAGE>
FIRST COMMUNITY BANCSHARES, INC AND SUBSIDIARIES
Consolidated Condensed Statement of Stockholders' Equity
For the Three Months Ended March 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
Retained
Common Stock Earnings Accumulated
--------------------------- and Other
Shares Contributed Comprehensive
Outstanding Amount Capital Income (Loss) Total
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balances, January 1, 2000 1,019,694 $6,930,024 $2,096,894 $ (221,438) $8,805,480
Net income for the period 103,169 103,169
Unrealized losses on securities (23,757) (23,757)
Cash dividend ($.04 per share) (40,366) (40,366)
Purchase of stock (10,575) (89,755) (89,755)
--------------------------------------------------------------------------
Balances, March 31, 2000 1,009,119 $6,840,269 $2,159,697 $ (245,195) $8,754,771
==========================================================================
</TABLE>
See notes to consolidated condensed financial statements.
7
<PAGE>
FIRST COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Condensed Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------------
2000 1999
------------------------------
<S> <C> <C>
Operating Activities
Net income $ 103,169 $ 204,985
Adjustments to reconcile net income to net cash provided
by operating activities
Provision for loan losses 64,100 75,000
Depreciation and amortization 82,553 47,179
Investment securities amortization (accretion) (19,313) 14,904
Gain on sale of foreclosed real estate 0 (7,241)
Net change in:
Cash value of life insurance (17,649) 0
Interest receivable 74,333 (5,538)
Interest payable 43,401 83,899
Other assets (61,444) (100,071)
Other liabilities 124,444 157,506
------------------------------
Net cash provided by operating activities 393,591 470,623
------------------------------
Investing Activities
Purchases of securities available for sale 0 (2,976,747)
Purchases of securities held to maturity (4,973,179) 0
Proceeds from maturities of securities available for sale 1,145,000 400,000
Proceeds from paydowns and maturities of securities
held to maturity 5,505,000 370,000
Net change in loans (3,723,141) (4,872,411)
Proceeds from sale of foreclosed real estate 0 72,500
Purchases of property and equipment (208,645) (70,402)
------------------------------
Net cash used by investing activities (2,254,965) (7,077,060)
------------------------------
Financing Activities
Net change in
Noninterest-bearing, NOW and savings deposits 2,750,937 (7,203,975)
Certificates of Deposit 1,392,379 8,518,281
Proceeds from borrowings 0 1,830,000
Repayment of borrowings (6,204) (3,882)
Dividends paid (40,788) 0
Rights exercised, net of costs 0 104,192
Stock repurchases (89,755) 0
------------------------------
Net cash provided by financing activities 4,006,569 3,244,616
------------------------------
Net Change in Cash and Cash Equivalents 2,145,195 (3,361,821)
Cash and Cash Equivalents, Beginning of Period 4,603,201 14,292,071
------------------------------
Cash and Cash Equivalents, End of Period $ 6,748,396 $ 10,930,250
==============================
Supplemental cash flow disclosures
Interest paid $ 1,538,523 $ 1,144,615
Income tax paid 0 26,570
Dividend payable 40,366 30,660
</TABLE>
See notes to consolidated condensed financial statements.
8
<PAGE>
FIRST COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
March 31, 2000
(Unaudited)
Note 1: Basis of Presentation
- -----------------------------
The consolidated financial statements include the accounts of First Community
Bancshares, Inc. (the "Company") and its wholly owned subsidiaries, First
Community Bank & Trust, a state chartered bank (the "Bank") and First Community
Real Estate Management, Inc. ("FCREMI"). FCREMI holds and manages real estate
used by the Company and the Bank. A summary of significant accounting policies
is set forth in Note 1 of Notes to Financial Statements included in the December
31, 1999, Annual Report to Shareholders. All significant intercompany accounts
and transactions have been eliminated in consolidation.
The interim consolidated financial statements have been prepared in accordance
with instructions to Form 10-Q, and therefore do not include all information and
footnotes necessary for a fair presentation of financial position, results of
operations and cash flows in conformity with generally accepted accounting
principles.
The interim consolidated financial statements at March 31, 2000, and for the
three months ended March 31, 2000 and 1999, have not been audited by independent
accountants, but reflect, in the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows for such periods.
Note 2: Earnings Per Share
- --------------------------
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
March 31, 2000 March 31, 1999
-------------- --------------
Weighted Weighted
Average Per Share Average Per Share
Income Shares Amount Income Shares Amount
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Basic earnings per share
Income available to
common shareholders $103,169 1,011,928 $ .10 $204,985 1,019,864 $ .20
====== =====
Effect of dilutive stock options 5,362 7,160
Effect of convertible debt
-------------------- -------------------
Diluted earnings per share
Income available to
common shareholders and
assumed conversions $103,169 1,017,290 $ .10 $204,985 1,027,024 $ .20
============================== =============================
</TABLE>
Note 3: Business Combinations
- -----------------------------
On November 10, 1999, the Company signed a definitive agreement to acquire Blue
River Federal Savings Bank, Edinburgh, Indiana. The acquisition will be
accounted for under the purchase method of accounting. Under the terms of the
agreement, the Company will pay $41.50 for each share of common stock of Blue
River Federal Savings Bank. The Company will borrow $4,000,000 to finance the
transaction. A loan for $2,000,000 will be secured with Bank stock and the
second loan for $2,000,000 will be unsecured. Both loans with interest rates at
prime will have a 15-year term with interest only due for the first seven years.
The transaction is subject to approval by stockholders of Blue River Federal
Savings Bank and appropriate regulatory agencies. The Company anticipates
amortizing core deposit intangibles over ten years and goodwill over twenty
years.
9
<PAGE>
As of March 31, 2000, Blue River Federal Savings Bank had total assets and
stockholders' equity of $25.5 million and $2.5 million, respectively.
Item 2 Management's Discussion and Analysis of Financial Condition
- ------ and Results of Operations
-----------------------------------------------------------
General
- -------
The Bank is a subsidiary of the Company and operates as an Indiana commercial
bank. On May 26, 1998, the Company formed a new subsidiary, First Community Real
Estate Management, Inc. whose purpose is to purchase and lease back to the Bank
properties originally owned by the Bank thereby allowing the Bank to redeploy
its capital to other uses. The Bank makes monthly lease payments to FCREMI as
lessee of these locations. These lease payments are sufficient to service the
debt incurred by FCREMI to purchase these properties. As a bank holding company,
the Company depends upon the operations of its subsidiaries for all revenue and
reports its results of operations on a consolidated basis with its subsidiaries.
The Bank's profitability depends primarily upon the difference between the
income on its loans and investments and the cost of its deposits and borrowings.
This difference is referred to as the spread or net interest margin. The
difference between the amount of interest earned on loans and investments and
the interest incurred on deposits and borrowings is referred to as net interest
income. Interest income from loans and investments is a function of the amount
of loans and investments outstanding during the period and the interest rates
earned. Interest expense related to deposits and borrowings is a function of the
amount of deposits and borrowings outstanding during the period and the interest
rates paid.
Financial Condition
- -------------------
Total assets increased $4.3 million, or 2.9%, to $149.5 million at March 31,
2000, from $145.2 million at December 31, 1999. Net loans increased from $110.8
million on December 31, 1999 to $114.5 million on March 31, 2000. Deposits
increased from $128.3 million on December 31, 1999 to $132.5 million on March
31, 2000.
These increases in loans and deposits can be attributed to several factors, none
of which can be singled out as the predominant reason for the growth, but each
of which is believed to have contributed to these increases. These factors
include: (i) increased population in the geographic areas serviced; (ii)
increased per-household disposable income in the geographic areas serviced;
(iii) an increase in the number of branch offices; and (iv) the preference of
certain individuals in the service area for dealing with a locally owned
institution.
The Company owns certain warrants entitling it to purchase, for a nominal
consideration, shares of common stock (the "Warrant Shares") of a privately held
software development company. The software company has indicated that if certain
transactions it is currently negotiating were to materialize, the Warrant Shares
could significantly increase in value. There can be no assurance however, that
such transaction will be successfully consummated or that, even if they are
successfully concluded, the Warrant Shares will increase in value or the amount
of any such increase would be significant.
Results of Operations
- ---------------------
The Company had net income of $103,000 and $205,000 for the three months ending
March 31, 2000 and 1999, respectively. Net interest income was $1.2 million and
$1.1 million for the three months ending March 31, 2000 and March 31, 1999,
respectively.
Net income decreased $102,000 for the three months ended March 31, 2000, when
compared to the same period in 1999, due primarily to general increases in other
expenses partially offset by an increase in net interest income and other
income. This increase in net interest income resulted primarily from increases
in interest
10
<PAGE>
income on loans and tax exempt investment securities offset by an increase in
interest expense. These increases in interest income and expense resulted
primarily from increases in the volume of these interest-earning assets and
interest-bearing liabilities. The increase in income from service fees of
$32,000 resulted from a significant increase in the number of deposit accounts
and fees associated with the same. The increases in other expenses were directly
a result of the overall growth of the Bank. The Bank's growth has been
facilitated by and resulted in the increase of additional personnel, facilities
as well as other general expenses including, but not limited to, advertising,
supplies and professional fees. In addition, as the Bank's loans and deposits
increase, the associated data processing fees have increased. Income taxes
decreased $99,000 for the three months ended March 31, 2000, when compared to
the same period in 1999, because of a reduced level of net income and an
increase in the Company's tax exempt securities portfolio.
Asset Quality
- -------------
The Bank currently classifies loans as substandard, doubtful and loss to assist
management in addressing collection risks and pursuant to regulatory
requirements which are not necessarily consistent with generally accepted
accounting principles. Substandard loans represent credits characterized by the
distinct possibility that some loss will be sustained if deficiencies are not
corrected. Doubtful loans possess the characteristics of substandard loans, but
collection or liquidation in full is doubtful based upon existing facts,
conditions and values. A loan classified as a loss is considered uncollectible.
As of March 31, 2000, the Bank had $1.0 million of loans classified as
substandard, none as doubtful and none as loss. The allowance for loan losses
was $919,000 or .80% of net loans receivable at March 31, 2000 compared to
$873,000 or .78% of net loans receivable at December 31, 1999. A portion of
classified loans are non-accrual loans. First Community had non-accrual loans
totaling $299,000 at March 31, 2000 compared to $296,000 at December 31, 1999.
Asset/Liability Management
- --------------------------
One of the actions undertaken by the Bank's management has been to adopt
asset/liability management policies in an attempt to reduce the susceptibility
of the Bank's net interest spread to the adverse impact of volatile interest
rates by attempting to match maturities (or time-to-repricing) of assets with
maturities or repricing of liabilities and then actively managing any mismatch.
Accomplishing this objective requires attention to both the asset and liability
sides of the balance sheet. The difference between maturity of assets and
maturity of liabilities is measured by the interest-rate gap.
At March 31, 2000, the Bank's one-year cumulative interest-rate gap as a percent
of total assets was a negative 22.3%. This negative interest-rate gap represents
substantial risk for the Bank in an environment of rising interest rates. A
negative interest-rate gap means the Bank's earnings are vulnerable in periods
of rising interest rates because during such periods the interest expense paid
on liabilities will generally increase more rapidly than the interest income
earned on assets. Conversely, in a falling interest-rate environment, the total
interest expense paid on liabilities will generally decrease more rapidly than
the interest income earned on assets. A positive interest-rate gap would have
the opposite effect.
Asset management goals have been directed toward obtaining a suitable balance of
asset quality, liquidity and diversification in order to stabilize and improve
earnings. The asset management strategy has concentrated on shortening the
maturity of its loan portfolio by increasing adjustable-rate loans and
short-term installment and commercial loans. However, increasing short-term
installment and commercial loans increases the overall risk of the loan
portfolio. Such risk relates primarily to collection and to the loans that often
are secured by rapidly depreciating assets. The Company's ratio of
non-performing assets to total assets was .24% at March 31, 2000 and .24% at
December 31, 1999.
The primary goal in the management of liabilities has been to extend the
maturities and improve the stability of deposit accounts. Management has
attempted to combine a policy for controlled growth with a strong, loyal
customer base to control interest expense.
11
<PAGE>
The following schedule illustrates the interest-rate sensitivity of
interest-earning assets and interest-bearing liabilities at March 31, 2000.
Mortgages which have adjustable or renegotiable interest rates are shown as
subject to change every one to three years based upon the contracted-for
adjustment period. This schedule does not reflect the effects of possible
prepayments on enforcement of due-on-sale clauses.
<TABLE>
<CAPTION>
At March 31, 2000 Maturing or Repricing
--------------------------------------------------------
One Year 1 - 3 3 - 5 Over 5
or Less Years Years Years Total
--------------------------------------------------------
(Dollars in 000's)
<S> <C> <C> <C> <C> <C>
Interest-earning assets:
Adjustable rate mortgages $ 12,585 $ 4,255 $ 9,643 $ 26,483
Fixed rate mortgages 1,982 124 408 $ 22,506 25,020
Commercial loans 15,000 5,246 1,969 4,172 26,387
Consumer loans 10,662 14,901 7,519 1,597 34,679
Tax-exempt loans and leases 15 293 1,141 1,279 2,728
Investments 7,579 3,646 2,940 5,576 19,741
FHLB stock 778 778
Interest-bearing deposits 5,041 5,041
--------------------------------------------------------
Total interest-earning assets 53,642 28,465 23,620 35,130 140,857
--------------------------------------------------------
Interest-bearing liabilities:
Fixed maturity deposits 58,321 13,591 1,771 3,596 77,279
Other deposits 28,014 10,729 5,423 1,236 45,402
FHLB advances 638 2,725 1,234 4,597
--------------------------------------------------------
Total interest-bearing
liabilities 86,973 27,045 8,428 4,832 127,278
--------------------------------------------------------
Excess (deficiency) of
interest-earning assets over
interest-bearing liabilities (33,331) 1,420 15,192 30,298 13,579
Cumulative excess (deficiency) of
interest-earning assets over
interest-bearing liabilities (33,331) (31,911) (16,719) 13,579
Cumulative ratio at March 31, 2000
as a percent of total assets (22.30)%
</TABLE>
12
<PAGE>
Liquidity and Capital Resources
- -------------------------------
Liquidity refers to the ability of a financial institution to generate
sufficient cash to fund current loan demand, meet savings deposit withdrawals
and pay operating expenses. The primary sources of liquidity are cash,
interest-bearing deposits in other financial institutions, marketable
securities, loan repayments, increased deposits and total institutional
borrowing capacity.
Cash and interest-bearing deposits, when combined with investments, have
remained a relatively constant percent of total assets, while increasing in
dollar volume. Management's goal is to maintain approximately twenty percent
(20%) to twenty-five percent (25%) of total assets in cash, interest-bearing
deposits and investments in order to satisfy the Company's need for liquidity
and other short-term obligations.
Management believes that it has adequate liquidity for the Company's short- and
long-term needs. Short-term liquidity needs resulting from normal
deposit/withdrawal functions are provided by the Company retaining a portion of
cash generated from operations in a Federal Home Loan Bank ("FHLB") daily
investment account. This account acts as a short-term liquidity source while
providing interest income to the Company. Long-term liquidity and other
liquidity needs are provided by the ability of the Company to borrow from the
FHLB. The balance of its FHLB advances was $4.6 million at both March 31, 2000
and December 31, 1999, respectively.
On October 30, 1998, the Company issued rights and warrants to shareholders to
purchase one share of common stock of the Company for every ten shares owned as
of October 29, 1998, subject to a minimum offer and purchase of 100 shares. The
rights were exercisable until March 30, 1999 and the warrants were exercisable
from September 15, 1999 to December 13, 1999. The net proceeds to the Company
from the sale of the stock, after deducting the expenses, were $149,000. The
purpose of the rights offering was to raise additional capital for the Bank to
support additional growth and for general corporate purposes.
In addition, on October 30, 1998, the Company commenced the offer and sale of up
to $1.0 million in unsecured convertible notes, of which all $1.0 million were
sold. The notes are due December 31, 2008, bear interest at the rate of 7% per
annum and, at the option of the holder, are convertible to common stock of the
Company at the conversion price of $11.00 per share. The net proceeds of this
offering were used to provide capital to FCREMI to acquire and lease branch
facilities to the Bank and to provide additional capital to the Bank to support
asset growth.
At March 31, 2000, the Bank had tier 1 capital of approximately 6.5% and
risk-based capital of approximately 9.5%. The regulatory tier 1 and risk-based
capital requirements are 4.0% and 8.0% respectively.
Impact of Inflation and Changing Prices
- ---------------------------------------
The financial statements and related data presented herein have been prepared in
accordance with generally accepted accounting principles. These principles
require the measurement of financial position and operating results in terms of
historical dollars, without considering changes in the relative purchasing power
of money over time due to inflation.
The primary assets and liabilities of the Company are monetary in nature.
Consequently, interest rates generally have a more significant impact on
performance than the effects of inflation. Interest rates, however, do not
necessarily move in the same direction or with the same magnitude as the price
of goods and services. In a period of rapidly rising interest rates, the
liquidity and the maturity structure of the Company's assets and liabilities are
critical to the maintenance of acceptable performance levels.
13
<PAGE>
Other
- -----
The Securities and Exchange Commission maintains a Web site that contains
reports, proxy information statements, and other information regarding
registrants that file electronically with the Commission, including First
Community. The address is (http://www.sec.gov).
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- ------- ----------------------------------------------------------
Although the Company files a Form 10-K in lieu of Form 10-KSB, the Company
qualifies as a small business issuer. Therefore, Item 7A is not required under
Section 229.305 of Regulation S-K.
Part II - Other Information
Item 1. Legal Proceedings.
- ------- ------------------
None.
Item 2. Changes in Securities.
- ------- ----------------------
None.
Item 3. Defaults upon Senior Securities.
- ------- --------------------------------
Not applicable.
Item 4. Submission of Matters to a Vote by Security Holders.
- ------- ----------------------------------------------------
None.
Item 5. Other Information.
- ------- ------------------
None.
Item 6. Exhibits and Reports on Form 8-K.
- ------- --------------------------------
(a) Exhibit 27 Financial Data Schedule.
(b) No reports were filed on Form 8-K during the quarter
ended March 31, 2000.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST COMMUNITY BANCSHARES, INC.
Date: May ,2000 By: /s/ Albert R. Jackson III
---------------- ----------------------------------
Albert R. Jackson III
Chief Executive Officer and Director
Date: May , 2000 By: /s/ Randy J. Sizemore
--------------- ----------------------------------
Randy J. Sizemore, Vice President of
Finance
15
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED
MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,708
<INT-BEARING-DEPOSITS> 5,040
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 12,880
<INVESTMENTS-CARRYING> 6,544
<INVESTMENTS-MARKET> 6,408
<LOANS> 115,420
<ALLOWANCE> 919
<TOTAL-ASSETS> 149,491
<DEPOSITS> 132,458
<SHORT-TERM> 638
<LIABILITIES-OTHER> 1,073
<LONG-TERM> 6,567
0
0
<COMMON> 6,840
<OTHER-SE> 1,915
<TOTAL-LIABILITIES-AND-EQUITY> 149,491
<INTEREST-LOAN> 2,486
<INTEREST-INVEST> 209
<INTEREST-OTHER> 90
<INTEREST-TOTAL> 2,785
<INTEREST-DEPOSIT> 1,469
<INTEREST-EXPENSE> 1,582
<INTEREST-INCOME-NET> 1,203
<LOAN-LOSSES> 64
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,212
<INCOME-PRETAX> 85
<INCOME-PRE-EXTRAORDINARY> 85
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 103
<EPS-BASIC> .10
<EPS-DILUTED> .10
<YIELD-ACTUAL> 3.49
<LOANS-NON> 299
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 709
<ALLOWANCE-OPEN> 873
<CHARGE-OFFS> 23
<RECOVERIES> 5
<ALLOWANCE-CLOSE> 919
<ALLOWANCE-DOMESTIC> 919
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
