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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 1997
Commission File Number 0-25972
FIRST COMMUNITY CORPORATION
(Name of Small Business Issuer in its charter)
Tennessee 62-1562541
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
809 West Main Street, Rogersville, Tennessee 37857
(Address of principal executive offices) (Zip Code)
(423) 272-5800
(Issuer's telephone number)
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, no par value
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES X NO
--- ----
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB X
---
The issuer's revenues for the fiscal year ending December 31, 1997 were:
$7,910,603
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The aggregate market value of the issuer's voting stock held by
non-affiliates, computed by reference to the price at which the stock was sold
as of December 31, 1997, is $15,224,154 for 461,338 shares, at an estimated
$33.00 per share.
As of December 31, 1997, 626,538 shares of the issuer's Common Stock
were outstanding.
Transitional Small Business Disclosure Format (check one):
YES NO X
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive proxy statement, which will be
filed with the Securities and Exchange Commission not later than March 27, 1998,
are incorporated by reference into Part III of this annual report on Form
10-KSB.
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CROSS REFERENCE INDEX
TO
FORM 10-KSB
Certain information required by Form 10-KSB is incorporated by
reference from the annual report to shareholders as indicated below. Only that
information expressly incorporated by reference is deemed filed with the
Commission.
PART I
<TABLE>
<S> <C> <C>
ITEM 1. DESCRIPTION OF BUSINESS....................................... *
ITEM 2. DESCRIPTION OF PROPERTY....................................... *
ITEM 3. LEGAL PROCEEDINGS ............................................ *
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS ............................................. None
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS .......................................... *
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION ............................................ *
ITEM 7. FINANCIAL STATEMENTS.......................................... *
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.......................................... None
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT ............................ **
ITEM 10. EXECUTIVE COMPENSATION ....................................... **
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT ........................................ **
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS ................................................. **
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K ............................. *
</TABLE>
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*This information is included in this annual report on Form 10-KSB and is not
incorporated by reference from the Company's definitive proxy statement.
** The material required by Items 9 through 12 is incorporated by reference from
the Company's definitive proxy statement pursuant to Instruction E(3) of Form
10-KSB. The Company will file a definitive proxy statement with the Securities
and Exchange Commission not later than March 27, 1998.
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
First Community Corporation (the "Company" or "FCC") is a registered
bank holding company which was incorporated under Tennessee law in 1994. The
Company's activities are conducted through its wholly-owned subsidiary, First
Community Bank of East Tennessee (the "Bank"), which began business in 1993 and
was acquired by the Company in 1994. The Bank is a Tennessee state bank, which
was organized in late 1992 shortly after the last locally-owned bank
headquartered in Hawkins County was acquired. From the time of its opening in
April, 1993 until December 31, 1997, the Bank has grown to total assets of more
than $88,000,000.
The Bank's primary trade area is Hawkins County, Tennessee, which had a
population of 44,565 according to the 1990 Census. At the end of 1996 (the most
recent information available) the population was 48,388.
Operating as a full service commercial bank, the Bank provides a range
of customary services which include checking, NOW accounts, money market and
savings accounts, certificates of deposit, individual retirement accounts, money
transfers, and safe deposit facilities. Lending services include loans for
business, agriculture, real estate, personal use, home improvements, and
automobiles. In addition, the Bank offers various uninsured, non-deposit
products including annuities and mutual funds, brokerage services, and secondary
market mortgage processing services. The Bank is not authorized to provide trust
services.
The Bank considers its primary market for loans and deposits to be
individuals, small-to-medium size businesses and professionals in Hawkins
County, Tennessee. The Bank is actively soliciting business in this target
market and considers the potential growth opportunities to be favorable. No
material portion of the Bank's deposits have been obtained from any single
person or group of persons.
The Bank is subject to the regulatory authority of the Department of
Financial Institutions of the State of Tennessee and the Federal Deposit
Insurance Corporation (the "FDIC") which currently insures the depositors of
each member bank to a maximum of $100,000 per depositor. For this protection,
each bank pays a quarterly statutory assessment and is subject to the rules and
regulations of the FDIC.
The Bank has two full-service offices in two communities in Hawkins
County (Rogersville and Church Hill). Approval has been granted by the FDIC and
the State regulatory authority for an additional full-service office in
Rogersville with construction expected to be completed June 1998. The additional
office will increase customer convenience and product marketability in the east
Rogersville area. The Church Hill office was opened in December of 1994, and
provides the Bank with a state-of-the-art banking facility in the center of
Church Hill's commercial district. Management of the Bank was able to secure
access for this branch onto U.S. Highway 11-W, which required several
governmental approvals, and such access affords the Church Hill branch with
exceptional customer convenience. The Church Hill branch positions the Company
and the Bank to serve the densely populated east Hawkins County and Kingsport
markets with a full range of deposit and loan services.
The Bank had approximately 57 full-time equivalent employees (excluding
maintenance employees) as of December 31, 1997. The Company has no employees who
are not also employed by the Bank. Although the Bank has been in existence only
four years, the Bank believes that its staff possesses a high degree of
experience and expertise. Coming primarily from other East Tennessee banking
institutions, staff members have banking experience ranging from one to
thirty-five years.
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Competition
Competition for consumer demand and savings deposits is quite intense
in Hawkins County. Such competition is heightened by the fact that Tennessee law
now permits any bank or savings association located in Tennessee to branch in
any county in Tennessee. The Bank currently competes in the Hawkins County area
with five commercial banks and two savings associations. The Bank also competes
generally with insurance companies, credit unions, and other financial
institutions, and institutions which have expanded into the quasi-financial
market, including some institutions that are much larger than the Bank. Many of
the institutions with which the Bank competes have been located in Hawkins
County for many years and have much greater resources, deposit strength and
expertise than the Bank and they offer services which the Bank does not provide
to its customers.
Loans
Various types of secured and unsecured commercial, consumer and real
estate loans are offered by the Bank. The Bank's current policy is to make loans
primarily to borrowers who maintain depository relationships with the Bank or
reside or work in the Bank's market areas. Real estate loans usually are made
only when such loans are secured by real property located in Hawkins or Sullivan
Counties. In addition, the Bank purchases sales finance contracts for motor
vehicles.
The Bank provides each lending officer with written loan guidelines.
Lending authority is delegated by the Board of Directors to loan officers, each
of whom has limited authority to extend secured and unsecured credit. Any credit
in excess of $150,000 must have the approval of the Loan Committee of the Board
of Directors (the "Loan Committee"), which consists of both management and
non-management directors of the Bank. All unsecured loans in excess of $10,000
must receive, prior to the issuance of any loan commitment, the approval of a
senior lending officer.
Loan Review
The Bank continually reviews its loan portfolio to determine
deficiencies and the corrective actions to be taken. The review process is
handled internally independent of loan origination responsibilities. A minimum
of 30% of total loans is reviewed annually and 100% of borrowers with aggregate
indebtedness in excess of $100,000. Past due loans are reviewed by an internal
loan officer committee, and a summary report of such loans is reviewed monthly
by the Board of Directors. A report of loan review findings is presented
quarterly to the Bank's Board of Directors.
Investment Policy
The Bank's general investment portfolio policy is to maximize income
consistent with liquidity, asset quality and regulatory constraints and to
maintain assets which can be pledged to secure government deposits. This policy
is reviewed from time to time by both the Bank's Investment Committee and the
Board of Directors. Individual transactions, portfolio composition and
performance are reviewed and approved quarterly by the Board of Directors or a
committee thereof. The President of the Bank implements the policy and reports
to the full Board of Directors on a monthly basis information as to maturities,
sales, purchases, resultant gains or losses, average maturity, federal taxable
equivalent yields and appreciation or depreciation by investment category.
Monetary Policies
The result of operations of the Bank and the Company are affected by
credit policies of monetary authorities, particularly the Federal Reserve Board.
The instruments of monetary policy employed by the Federal Reserve Board include
open market operations in U.S. government securities, changes in the discount
rate on bank borrowings and changes in reserve requirements against bank
deposits. In view of changing conditions in the national economy and in the
money markets, as well as the effects of actions by monetary and fiscal
authorities, including the Federal Reserve
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Board, no prediction can be made as to possible future changes in interest
rates, deposit levels, loan demand or the effect of such matters on the business
and earnings of the Company.
Personnel
At December 31, 1997, the Company had approximately 57 full-time
equivalent employees. The Company is not a party to any collective bargaining
agreement and believes that its employee relations generally are good and
provides for them several employee benefit programs, including a 401(k) plan,
group life and health insurance, an annual bonus program, paid vacations, and
sick leave.
Supervision and Regulation
General. The Company and the Bank are subject to extensive regulation
under state and federal statutes and regulations. The discussion in this
section, which briefly summarizes certain of such statutes, does not purport to
be complete, and is qualified in its entirety by reference to such statutes.
Other state and federal legislation and regulations directly and indirectly
affecting banks and other financial institutions likely are to be enacted or
implemented in the future; however, such legislation and regulations and their
effect on the business of the Company and the Bank cannot be predicted.
First Community Corporation
The Company is a bank holding company subject to the supervision of the
Board of Governors of the Federal Reserve System (the "Federal Reserve") under
the Bank Holding Company Act of 1956, as amended. As a bank holding company, the
Company is required to file financial information with the Federal Reserve
periodically and is subject to periodic examination by the Federal Reserve.
First Community Bank of East Tennessee
The Bank is incorporated under the banking laws of the State of
Tennessee, and as such, is subject to provisions of the Tennessee Banking Act
and the supervision of and regular examination by the Tennessee Department of
Financial Institutions (the "Department"). The Bank is a member of the FDIC and,
therefore, also is subject to the provisions of the Federal Deposit Insurance
Act and to supervision and examination by the FDIC.
Capital. The Federal Reserve Board and the FDIC have adopted final
risk-based capital guidelines for bank holding companies. The minimum guidelines
for the ratio of total capital ("Total Capital") to risk weighted assets
(including certain off balance sheet activities, such as standby letters of
credit) is 8.00%. At least half of the Total Capital must be composed of "Tier 1
or core capital," which consists of common stockholders' equity, minority
interests in the equity accounts of consolidated subsidiaries non-cumulative
perpetual preferred stock and a limited amount of cumulative perpetual preferred
stock, less goodwill ("Tier 1 Capital"). The remainder, Tier 2 Capital, may
consist of subordinated debt, other preferred stock and a limited amount of loan
loss reserves. At December 31, 1997, the Company's risk-based Tier 1 Capital and
risk-based Total Capital ratios were 13.22% and 14.47%, respectively.
In addition, the Federal Reserve Board has established minimum leverage
ratio guidelines for bank holding companies. These guidelines provide for a
minimum leverage ratio (Tier 1 Capital to total assets, less goodwill) of 4% to
5% for most bank holding companies. The Company's leverage ratio at December 31,
1997 was 9.16%.
Failure to meet FDIC capital requirements can subject an FDIC-insured
state bank to a variety of enforcement remedies, including issuance of a capital
directive, termination of deposit insurance and a prohibition on the taking of
brokered deposits. Substantial additional restrictions can be imposed under the
"prompt corrective action" regulations, as described below.
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Payment of Dividends. The Company is a legal entity separate and
distinct from the Bank. The principal source of the Company's revenues, however,
is from dividends declared by the Bank. Under Tennessee law, the Bank can only
pay dividends out of its undivided profits, which at December 31, 1997 were
approximately $600,000. This amount will be increased by the Bank's net earnings
and decreased by any losses. Any transfer from the Bank's surplus account to
undivided profits requires the prior approval of the Commissioner of the
Department. The Bank's ability to pay dividends also may depend on its ability
to meet minimum capital levels established from time to time by FDIC. Under such
regulations, FDIC-insured state banks are prohibited from paying dividends,
making other distributions or paying any management fee to a parent if, after
such payment, the Bank would fail to have a risk-based Tier 1 Capital ratio of
4%, a risk-based Total Capital ratio of 8% and a Tier 1 leverage capital ratio
of 4%.
Under Tennessee law, the Company may pay common stock dividends if,
after giving effect to the dividends, the Company can pay its debts as they
become due in the ordinary course of business and the Company's total assets
exceed its total liabilities. The payment of dividends by the Company also may
be affected or limited by certain factors, such as the requirements to maintain
adequate capital above regulatory guidelines. In addition, if, in the opinion of
the applicable regulatory authority, a bank holding company or a bank under its
jurisdiction is engaged in or is about to engage in an unsafe or unsound
practice (which, depending on the financial condition of the bank, could include
the payment of dividends), such authority may take various supervisory actions
to prevent such action, including a cease and desist order prohibiting such
practice. In 1997, the Company declared a dividend to its shareholders. This
dividend, in the amount of $.66 per share was paid January 7, 1998 to
shareholders of record on December 3, 1997.
The Company's Support of the Bank. Under Federal Reserve Board policy,
the Company is expected to act as a source of financial strength and to commit
resources to the Bank. Such support may be required at times when, absent such
Federal Reserve Board policy, the Company may not be inclined to provide it.
Under the Financial Institutions Reform, Recovery, and Enforcement Act
of 1989 ("FIRREA"), a depository institution insured by the FDIC can be held
liable for any loss incurred by, or reasonably expected to be incurred by, the
FDIC in connection with (i) the default of a commonly controlled FDIC-insured
depository institution or (ii) any assistance provided by the FDIC to any
commonly controlled FDIC-insured depository institution "in danger of default."
"Default" is defined generally as the appointment of a conservator or receiver
and "in danger of default" is defined generally as the existence of certain
conditions indicating that a default is likely to occur in the absence of
regulatory assistance.
Any capital loans by a bank holding company to any of its subsidiary
banks are subordinate in right of payment to deposits and to certain other
indebtedness of such subsidiary banks. In the event of a bank holding company's
bankruptcy, any commitment by the bank holding company to a federal bank
regulatory agency to maintain the capital of a subsidiary bank must be assumed
by the bankruptcy trustee and entitled to a priority of payment over certain
other creditors.
Prompt Corrective Action
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") requires the Federal banking regulators to assign to each insured
institution one of five capital categories ("well capitalized", "adequately
capitalized" or one of three under-capitalized categories) and to take
progressively more restrictive regulatory actions depending upon the assigned
category. Under the "prompt corrective action" regulations adopted pursuant to
FDICIA, in order to be considered "adequately capitalized", national banks must
have a risk-based Tier 1 Capital ratio of at least 4%, a risk-based Total
Capital ratio of 8% and a Tier 1 leveraged capital ratio of at least 4%.
Well-capitalized institutions are those which have a risk-based Tier 1 Capital
ratio above 6%, a risk-based Total Capital ratio above 10% and a Tier 1
leveraged capital ratio above 5%, and which are not subject to a written
agreement, order or capital directive to maintain capital at a specific level.
As of December 31, 1997, the Bank was considered a "well capitalized"
institution under these definitions.
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All institutions, regardless of their capital levels, are restricted
from making any capital distribution or paying any management fees that would
cause the institution to fail to satisfy the minimum levels to be considered
adequately capitalized. An institution that fails to meet the minimum level for
any relevant capital measure (an "undercapitalized institution") is: (i) subject
to increased monitoring by the appropriate federal banking regulator, (ii)
required to submit an acceptable capital restoration plan within 45 days; (iii)
subject to asset growth limits; and (iv) required to obtain prior regulatory
approval for acquisitions, branching and new lines of business. The capital
restoration plan must include a guarantee by the institution's holding company
that the institution will comply with the plan until it has been adequately
capitalized on average for four consecutive quarters. Pursuant to the guarantee,
the institution's holding company would be liable up to the lesser of 5% of the
institution's total assets or the amount necessary to bring the institution into
capital compliance as of the date it failed to comply with its capital
restoration plan. If the controlling bank holding company fails to fulfill its
obligations under the guarantee and files (or has filed against it) a petition
under the Federal Bankruptcy Code, the appropriate federal banking regulator
could have a claim as a general creditor of the bank holding company, and, if
the guarantee were deemed to be a commitment to maintain capital under the
Federal Bankruptcy Code, the claim would be entitled to priority in such
bankruptcy proceeding over third-party creditors and shareholders of the bank
holding company.
The bank regulatory agencies have discretionary authority to reclassify
well-capitalized institutions as adequately capitalized or to impose on
adequately capitalized institutions requirements or actions specified for
undercapitalized institutions if the agency determines after notice and an
opportunity for hearing that the institution is in an unsafe or unsound
condition or is engaging in an unsafe or unsound practice, which can consist of
the receipt of an unsatisfactory examination rating if the deficiencies cited
are not corrected. A significantly undercapitalized institution, as well as any
undercapitalized institution that did not submit an acceptable capital
restoration plan, may be subject to regulatory demands for recapitalization,
broader applications of restrictions on transactions with affiliates,
limitations on interest rates paid on deposits, asset growth and other
activities, possible placement of directors and officers, and restrictions on
capital distributions by any bank holding company controlling the institution.
Any company controlling the institution could also be required to divest the
institution or the institution could be required to divest subsidiaries. The
senior executive officers of a significantly undercapitalized institution may
not receive bonuses or increases in compensation without prior approval and the
institution is prohibited from making payments of principal or interest on its
subordinated debt. If an institution's ratio of tangible capital to total assets
falls below a level established by the appropriate federal banking regulator
(the "Critical capital level"), which may not be less than 2% nor more than 65%
of the minimum tangible capital level otherwise required, the institution will
be subject to conservatorship or receivership within 90 days unless periodic
determinations are made that forbearance from such action would better protect
the deposit insurance fund. Unless appropriate findings and certifications are
made by the appropriate federal bank regulatory agencies, a critically
undercapitalized institution must be placed in receivership if it remains
critically undercapitalized on average during the calendar quarter beginning 270
days after the date it became critically undercapitalized.
Acquisition and Expansion. The Bank Holding Company Act requires any
bank holding company to obtain the prior approval of the Federal Reserve Board
before it may acquire substantially all the assets of any bank, or ownership or
control of any voting shares of any bank, if, after acquiring such shares, it
would own or control directly or indirectly, more then 5% of the voting shares
of such bank. Effective September 29, 1995, the Tennessee Bank Structure Act of
1974 was amended to, among other things, prohibit (subject to certain
exceptions) a bank holding company from acquiring a bank for which the home
state is Tennessee if, upon consummation, the company would directly or
indirectly control 30% or more of the total deposits in insured depository
institutions in Tennessee. As of December 31, 1997, the Company estimates it
held less than 1% of such deposits. Subject to certain exceptions, the Tennessee
Bank Structure Act prohibits a bank holding company from acquiring a bank in
Tennessee which has been in operation for less than five years. Tennessee banks
may open additional branches in any county in the state.
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
(the "IBBEA") authorizes interstate acquisitions of banks and bank holding
companies without geographic limitation beginning one year after enactment. In
addition, beginning June 1, 1997, a bank may merge with a bank in another state
as long as neither of the states has opted out of interstate branching between
the date of enactment of the IBBEA and May 31, 1997. The IBBEA further
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provides that states may enact laws permitting interstate merger transactions
prior to June 1, 1997. A bank may establish and operate a de novo branch in a
state in which the bank does not maintain a branch if that state expressly
permits de novo branching. Once a bank has established branches in a state
through an interstate merger transaction, the bank may establish and acquire
additional branches at any location in the state where any bank involved in the
interstate merger transaction could have established or acquired branches under
applicable federal or state law. A bank that has established a branch in a state
through de novo branching may establish and acquire additional branches in such
state in the same manner and to the same extent as a bank having a branch in
such state as a result of an interstate merger. If a state opts out of
interstate branching within the specified time period, no bank in any other
state may establish a branch in the opting out of state, whether through an
acquisition or de novo. Tennessee law allows banks and bank holding companies in
any state to acquire banks and bank holding companies in Tennessee provided that
the state in which such acquiror is headquartered also permits Tennessee banks
and bank holding companies to acquire banks and bank holding companies in that
state. Acquisitions of banks or bank holding companies in Tennessee require the
approval of the Commissioner of Financial Institutions.
The Bank Holding Company Act also prohibits a bank holding company,
with certain exceptions, from acquiring more than 5% of the voting shares of any
company that is not a bank and from engaging in any business other than banking
or managing or controlling banks. The Federal Reserve Board is authorized to
approve ownership of shares by a bank holding company in any company, the
activities of which the Federal Reserve Board has determined to be so closely
related to banking or to managing or controlling banks as to be a proper
incident thereto. Certain activities have been found to be closely related to
banking by Federal Reserve Board regulations, including operating a trust
company, mortgage company, finance company or factoring company; performing data
processing operations; providing investment advice; and engaging in certain
kinds of credit-related insurance activities.
FDIC Insurance Assessments; DIFA. The FDIC reduced the insurance
premiums it charges on bank deposits insured by the Bank Insurance Fund ("BIF")
to the statutory minimum of $2,000.00 for "well capitalized" banks, effective
January 1, 1996. Premiums related to deposits assessed by the Savings
Association Insurance Fund ("SAIF"), including savings association deposits
acquired by banks, continued to be assessed at a rate of between 23 cents and 31
cents per $100.00 of deposits. On September 30, 1996, the Deposit Insurance
Funds Act of 1996 ("DIFA") was enacted and signed into law. DIFA provided for a
special assessment to recapitalize the SAIF to bring the SAIF up to statutory
required levels. The assessment imposed a one-time fee to banks that own
previously acquired thrift deposits of $.526 per $100 of thrift deposits they
held at March 31, 1995. This assessment did not apply to the Company. DIFA
further provides for assessments to be imposed on insured depository
institutions with respect to deposits insured by the BIF (in addition to
assessments currently imposed on depository institutions with respect to
SAIF-insured deposits) to pay for the cost of Financing Corporation ("FICO")
bonds. All banks were assessed to pay the interest due on FICO bonds beginning
January 1, 1997. The Company considers the cost to the Company to be immaterial.
Under the FDICIA, insurance of deposits may be terminated by the FDIC
upon a finding that the institution has engaged in unsafe and unsound practices,
is in an unsafe or unsound condition to continue operations or has violated any
applicable law, regulation, rule, order or condition imposed by a federal bank
regulatory agency.
Certain Transactions by the Company with its Affiliates. There also are
various legal restrictions on the extent to which the Company and any nonbank
subsidiary can borrow or otherwise obtain credit from its bank subsidiaries. An
insured bank and its subsidiaries are limited in engaging in "covered
transactions" with its nonbank or nonsavings bank affiliates to the following
amounts: (i) in the case of any such affiliate, the aggregate amount of covered
transactions of the insured bank and its subsidiaries will not exceed 10% of the
capital stock and surplus of the insured bank; and (ii) in the case of all
affiliates, the aggregate amount of covered transactions of the insured bank and
its subsidiaries will not exceed 20% of the capital stock and surplus of the
Bank. "Covered transactions" are defined by statute to include a loan or
extension of credit, as well as purchase of securities issued by an affiliate, a
purchase of assets (unless otherwise exempted by the Federal Reserve Board), the
acceptance of securities issued by the affiliate as a collateral for a loan and
the issuance of a guarantee, acceptance, or letter of credit on behalf of an
affiliate.
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Further, a bank holding company and its subsidiaries are prohibited from
engaging in certain tie-in arrangements in connection with any extension of
credit, lease or sale of property or furnishing of services.
Recent Banking Legislation. In addition to the matters discussed above,
FDICIA made other extensive changes to the federal banking laws.
Standards for Safety and Soundness. FDICIA requires the federal bank
regulatory agencies to prescribe, by regulation, standards for all insured
depository institutions and depository institution holding companies relating
to: (i) internal controls, information systems and audit systems; (ii) loan
documentation; (iii) credit underwriting; (iv) interest rate risk exposure; (v)
asset growth; and (vi) compensation, fees and benefits. The compensation
standards must prohibit employment contracts, compensation or benefit
arrangements, stock option plans, fee arrangements or other compensatory
arrangements that would provide excessive compensation, fees or benefits or
could lead to material financial loss, but (subject to certain exceptions) may
not prescribe specific compensation levels or ranges for directors, officers or
employees. In addition, the federal banking regulatory agencies would be
required to prescribe by regulation standards specifying: (i) maximum classified
assets to capital ratios; (ii) minimum earnings sufficient to absorb losses
without impairing capital; and (iii) to the extent feasible, a minimum ratio of
market value to book value for publicly-traded shares of depository institutions
and depository institution holding companies.
Brokered Deposits. FDICIA amends the Federal Deposit Insurance Act to
prohibit insured depository institutions that are not well-capitalized from
accepting brokered deposits unless a waiver has been obtained from the FDIC.
Deposit brokers will be required to register with FDIC.
Consumer Protection Provisions. FDICIA seeks to encourage enforcement
of existing consumer protection laws and enacts new consumer-oriented provisions
including a requirement of notice to regulators and customers for any proposed
branch closing and provisions intended to encourage the offering of "lifeline"
banking accounts and lending in distressed communities. FDICIA also requires
depository institutions to make additional disclosures to depositors with
respect to the rate of interest and the terms of their deposit accounts.
Miscellaneous. FDICIA extends the deadline for the mandatory use of
state-certified and state-licensed appraisers and authorizes acquisitions of
banks by savings associations on the same terms as savings associations may be
acquired by banks. With certain exceptions, state-chartered banks are limited to
the activities of national banks. Within nine months of the date of enactment of
FDICIA, the federal bank regulatory agencies are required to adopt uniform
regulations for real estate mortgage and construction loans. The federal bank
regulatory agencies are required to biannually review risk-based capital
standards to ensure that they adequately address interest rate risk,
concentration of credit risk and risks from non-traditional activities.
FDICIA also made extensive changes in the applicable rules regarding
audit, examinations and accounting. FDICIA generally requires annual on-site
full-scope examinations by each bank's primary federal regulator. FDICIA also
imposes new responsibilities on management, the independent audit committee and
outside accountants to develop, approve or attest to reports regarding the
effectiveness of internal controls, legal compliance and off-balance-sheet
liabilities and assets.
Interest Rate Limitations. The maximum permissible rates of interest on
most commercial and consumer loans made by the Bank are governed by Tennessee's
general usury law. Certain other usury laws affect limited classes of loans, but
the laws referenced above are by far the most significant. Tennessee's general
usury law authorizes a floating rate of 4% per annum over a statutorily defined
base rate and also allows certain loan charges, generally on a more liberal
basis than does the general usury law.
Effect of Government Policies. The earnings and business of the Company
are and will be affected by the policies of various regulatory authorities of
the United States, especially by the Federal Reserve Board. The Federal Reserve
Board, among other functions, regulates the supply of credit and deals with
general economic conditions within the United States. The instruments of
monetary policy employed by the Federal Reserve Board for these purposes
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influence in various ways the overall level of investments, loans, other
extensions of credit and deposits, and the interest rates paid on liabilities
and received on assets.
ITEM 2. DESCRIPTION OF PROPERTY
The Company's main office is located at 809 West Main Street in
Rogersville in an 8,400 square foot one-story brick building owned by the
Company with an additional drive-through facility on property adjacent to the
main office. In addition, the Bank owns and operates a 4,800 square foot branch
facility in Church Hill, Tennessee. The Bank developed an acre of commercial
property adjoining the Church Hill branch and that extra property was sold by
the Bank in February 1998.
During 1997, property with an existing structure was purchased in East
Rogersville. The building was remodeled to house a new operations center which
relocated from the Main Office in November, 1997. The Bank owns additional
properties on West Main and East Main Streets in Rogersville that will be used
for future expansion. Construction is scheduled to begin in March, 1998, on a
third branch office consisting of a 3,500 square foot building with a four lane
drive-through facility on the East Main Street property with completion expected
in June, 1998. The Bank owns an ATM at each of the Main office and Church Hill
locations and will be installing and ATM at the East Rogersville branch.
ITEM 3. LEGAL PROCEEDINGS
From time to time the Bank is named as a defendant in suits arising
from the ordinary conduct of its affairs. In the opinion of management, the
ultimate outcome of the litigation to which the Bank is a party as of the date
of this Form 10-KSB will not adversely affect its financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
No matter was submitted to a vote of security holders during the fourth
quarter of the Company's fiscal year ending December 31, 1997.
11
<PAGE> 12
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The Company's common stock is not traded on an exchange nor is there a
known active trading market. Based solely on information made available to the
Company from a limited number of buyers and sellers, management of the Company
believes that the following table sets forth the high and low sales prices for
the Company's common stock during 1997 and 1996:
<TABLE>
<CAPTION>
High Low
---- ---
<S> <C> <C>
1997
First quarter...................................................... 28.00 26.00
Second quarter..................................................... 30.00 28.00
Third quarter...................................................... 30.00 30.00
Fourth quarter..................................................... 33.00 30.00
1996
First quarter...................................................... 22.00 20.00
Second quarter..................................................... 25.00 22.00
Third quarter...................................................... 25.00 25.00
Fourth quarter..................................................... 26.00 25.00
</TABLE>
The most recent trade of the Company's common stock known to the Company
occurred on January 30, 1998 at a price of $33.00 per share (no stock has been
offered since that date). These sales are isolated transactions and, given the
small volume of trading in the Company's stock, may not be indicative of its
present value. As of January 31, 1998, there were approximately 816 holders of
record of the Company's common stock. The Company's dividend policy is designed
to retain sufficient amounts for healthy financial ratios, considering
anticipated asset growth and other prudent financial management principles. The
Company declared a dividend of $.66 per share in 1997 and $.60 per share in
1996.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The purpose of this discussion is to provide readers with information
relevant to understanding and assessing the financial condition and results of
operations of First Community Corporation (the Company). The Company's business
activity is currently limited to holding the stock of its wholly-owned
subsidiary, First Community Bank. Accordingly, the discussion that follows
relates primarily to the financial condition and results of operations of First
community Bank. This discussion should be read in conjunction with the
consolidated financial statements and accompanying notes.
First Community Bank is a locally owned independent bank with its
primary market in Hawkins County, Tennessee and the adjoining counties. The Bank
provides a wide range of financial services including commercial and consumer
loans, residential mortgage loans, a wide range of deposit products, letters of
credit, safe deposit facilities, and brokerage services.
12
<PAGE> 13
FINANCIAL CONDITION
At December 31, 1997 earning assets were $80 million, compared to $67
million at December 31, 1996. This increase is due to a $13.3 million, or 26%,
increase in loans.
Economic growth in the local market has enabled the Bank to achieve
continued loan growth. Commercial, financial and agricultural loans increased
$5.6 million (67%). In addition, real estate lending increased $7.8 million
(27%) due partially to the vigorous local housing market. Total loans for
December 31, 1997 were 73.1% of total assets compared to 70.4% of assets for
December 31, 1996. Management attributes the increasing trend in loan
composition to their focus on shifting asset mix to improve profitability in
combination with strong loan demand.
FUNDING SOURCES. Management relies upon local area deposits as a stable
source of funding. The Bank had total deposits of $72.5 million as of December
31, 1997, compared to $57.6 million of December 31, 1996. Average 1997 deposits
increased 19.7%, or $11.1 million to $67.5 million from $56.4 million in 1996.
Certificates of deposit (generally the bank's highest rate paying deposit)
accounted for most of the deposit growth in 1997 and 1996. During 1997 and 1996,
to fund loan growth, management increased marketing efforts and offered
attractive rates for certificates of deposit. Average 1997 certificates of
deposit increased 31%, or $9.3 million to $39.6 million from $30.3 million in
1996. Average certificate of deposit growth for 1996 was $8.8 million (41%). The
Bank has no brokered deposits.
The deposit base is supplemented with alternative funding sources,
Federal funds purchased and securities sold under agreement to repurchase and
Federal Home Loan Bank (FHLB) advances, to fund loan growth. The average
balances of Federal funds purchased and securities sold under agreement to
repurchase and FHLB advances amounted to $6.4 million, $3.9 million, and $2.8
million for the years ended December 31, 1997, 1996, and 1995, respectively. Due
to the highly competitive local market for deposits, management anticipates the
continued use of alternative funding sources to partially fund loans growth.
NONPERFORMING ASSETS AND RISK ELEMENTS. Nonperforming assets consist of
(1) nonaccrual loans where the recognition of interest income was discontinued,
(2) loans which have been restructured to provide for a reduction or deferral of
interest or principal because the borrower's financial condition deteriorated,
and (3) foreclosed and repossessed assets. Nonperforming assets at December 31,
1997 were .07% ($43,000 ) of total loans and foreclosed and repossessed assets,
down from $202,000 at December 31, 1996.
Past due loans are loans contractually past due 90 days or more as to
interest or principal payments, but have not yet been placed on nonaccrual
status. Past due loans were $79,000 or .12% of total loans at December 31, 1997,
as compared to $137,000 or .26% of total loans at December 31, 1996.
Management's policy is to maintain the allowance for loan losses at a
level sufficient to absorb all estimated losses inherent in the loan portfolio.
The allowance for loan losses was 1.16% of outstanding loans at December 31,
1997, compared to 1.25% at December 31, 1996. The allowance is 1747% of
nonperforming assets as of December 31, 1997 compared with 318% of at December
31, 1996.
CAPITAL. Management believes that a strong capital position is vital to
continued profitability of the Company because it promotes depositor and
investor confidence and provides a solid foundation for the future growth of the
organization. Shareholders' equity was $8.1 million or 9.14% of total assets at
December 31, 1997, and $7.5 million or 10.2% of total assets at December 31,
1996.
More volatility has been introduced into equity balances with the
approval of Financial Accounting Standard 115, which specifies that investments
which are categorized as available for sale must be periodically marked to
market, with the adjustment included in equity, net of applicable taxes. To
provide maximum flexibility in the management of investment securities, the Bank
elected to categorize all securities as available for sale. Consequently, the
Bank's equity balances are subject to a relatively greater incidence of
volatility. To record the fair value of
13
<PAGE> 14
securities held for sale, shareholders' equity was increased by $38,877 and by
$34,282 at December 31, 1997 and 1996, respectively.
First Community Bank's earnings performance over the past two years
allowed the board of directors to declare a dividend of $.66 per share in 1997
and $.60 per share in 1996. Additionally, the board of directors develops and
reviews the capital goals of First Community Corporation and the Bank. The
Company's dividend policy is designed to retain sufficient amounts for healthy
financial ratios, considering anticipated asset growth and other prudent
financial management principles.
Capital adequacy in the banking industry is evaluated primarily by the
use of ratios which measure capital against assets that are weighted based on
risk characteristics. These "risk-based" capital ratios are presented in Note 12
to the consolidated financial statements. First Community Bank's capital ratios
substantially exceed regulatory minimums and compare favorably to industry
averages.
LIQUIDITY AND INTEREST RATE RISK
Liquidity management involves planning to meet depositors' and
borrowers' cash flow requirements at a reasonable cost, as well as developing
contingency plans to meet unanticipated funding needs or a loss of funding
sources. Liquidity is immediately available from three major sources: (1) cash
on hand and on deposit at other banks, (2) the outstanding balance of federal
funds sold and (3) the available for sale securities portfolio. In addition, the
Bank has federal fund lines of credit totaling $8 million established with their
correspondent banks and is a member of the Federal Home Loan Bank (FHLB). As a
member of the FHLB, both short and long term advances can be obtained based
primarily upon the level of mortgage financing in the Bank's loan portfolio. The
Bank's current borrowing capacity is approximately $17 million at the FHLB.
Interest rate risk is the risk that future changes in interest rates
will reduce the Bank's net interest income and the market value of its portfolio
equity. A movement in interest rates and the corresponding effect on net
interest income may significantly affect profitability. The degree of any
potential consequences of such interest rate changes can be mitigated by
maintaining a balance between interest rate sensitive assets and liabilities
within given time frames. Management endeavors to maintain consistently strong
earnings with minimal interest rate risk by closely monitoring the sensitivity
and repricing of assets and liabilities to interest rate fluctuations.
The difference between assets and liabilities within a given repricing
period is expressed as a ratio and as a dollar amount known as the "gap", both
of which are used as a measure of interest rate risk. A ratio of 100% suggests a
balanced position between rate sensitive assets and liabilities within a given
repricing period. The table below reflects the Bank's interest rate sensitivity
position both individually and within specified time periods and cumulatively,
over various time horizons. In the table, assets and liabilities are placed in
categories based on their actual or expected repricing date. As indicated, at
December 31, 1997, the ratio of rate-sensitive assets to rate-sensitive
liabilities maturing or repricing within one year or less is (36%), a negative
one-year gap position. In a period of generally falling interest rates, this gap
position will normally result in a increase in net interest income. Whereas, in
a period of generally rising interest rates, this gap position will normally
result in an decrease in net interest income.
14
<PAGE> 15
INTEREST RATE GAP ANALYSIS
<TABLE>
<CAPTION>
REPRICEABLE OR MATURITY WITHIN
0-3 3-12 TOTAL 1-5 OVER
MONTHS MONTHS 1 YR. YEARS 5 YRS. TOTAL
(000) (000) (000) (000) (000) (000)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Federal funds sold $ 4,878 $ -- $ 4,878 $ -- $ -- $ 4,878
Investment securities 1,988 500 2,488 6,383 1,833 10,704
Loans 14,924 8,500 23,424 19,851 21,568 64,843
-------- -------- -------- -------- ------- -------
Total interest-earning assets $ 21,790 $ 9,000 $ 30,790 $ 26,234 $23,401 $80,425
LIABILITIES
Interest-bearing deposits $ 37,040 $ 18,396 $ 55,436 $ 6,140 $ 6 $61,582
Short term borrowings 4,118 -- 4,118 2,000 -- 6,118
-------- -------- -------- -------- ------- -------
Total interest-bearing liabilities $ 41,158 $ 18,396 $ 59,554 $ 8,140 $ 6 $67,700
-------- -------- -------- -------- ------- -------
Assets (liability) GAP $(19,368) $ (9,396) $(28,764) $ 18,094 $23,395 $12,725
Cumulative asset (liability) GAP $(19,368) $(28,764) $(28,764) $ 10,670 12,725 12,725
======== ======== ======== ======== ======= =======
Cumulative as a percentage of
interest-bearing assets (24%) (36%) (36%) (13%) 16% 16%
======== ======== ======== ======= ======= =======
</TABLE>
Included in interest-bearing deposits subject to rate change within
three months are NOW, savings, and money market deposits. These types of
deposits historically have not repriced coincidentally with or in the same
proportion as general market indicators. Therefore, in addition to monitoring
the interest sensitivity position, or gap, which addresses only the magnitude of
timing differences and does not address earnings or market value, management
utilizes an earnings simulation model to prepare, on a regular basis, earnings
projections based on a range of interest rate scenarios to more accurately
evaluate the level of risk involved.
RESULTS OF OPERATIONS
COMPARISON OF YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995. The Company
recorded net income in 1997 of $1,054,596, an increase of 20% over 1996 net
income of $879,413. Net income for the year ended December 31, 1996 ("1996"),
increased 45% from $605,521 at December 31, 1995 ("1995"). Net income increased
during 1997 and 1996 because of a higher volume of average earning assets
especially in higher yielding loans.
Return on average shareholders' equity for the years ended December 31,
1997, 1996, and 1995 was 13.4%, 10.1%, and 7.2%, respectively. Return on average
assets for the years ended December 31, 1997, 1996, and 1995 was 1.3%, 1.2%, and
1.1%, respectively.
NET INTEREST INCOME. Net interest income, the Bank's largest single
source of earnings, represents the difference between interest and fees earned
on loans, investments, and other earning assets and the interest paid on
deposits and other liabilities obtained to fund them. The net interest margin is
this difference expressed on a taxable equivalent basis as a percentage of
average earning assets. The margin is influenced by a number of factors, such as
the volume and mix of earning assets and funding sources, the interest rate
environment and income tax rates. The margin is also affected by the level of
earning assets funded by interest free funding sources (primarily
noninterest-bearing demand deposits and equity capital).
15
<PAGE> 16
Net interest income increased $539,555 (16.0%) in 1997 and $482,931 (16.7%) in
1996. The increase was attributable to the increase in average earning assets of
$13.1 million (20.8%) in 1997 and $10.2 million (19.5%) in 1996.
PROVISION FOR LOAN LOSSES. The Bank makes monthly provisions for loan
losses in amounts estimated to be sufficient to maintain the allowance for loan
losses at a level considered necessary by management to absorb estimated losses
in the loan portfolio. The provision for loan losses was $156,000, $161,000 and
$191,000 in 1997, 1996 and 1995, respectively. Net chargeoffs to average loans
outstanding was .08% (49,000), .09% (45,000), .11% ($41,000) for 1997, 1996, and
1995, respectively. The allowance for loan losses was 1.16, 1.25%, and 1.25% of
outstanding portfolio loans at December 31, 1997, 1996 and 1995, respectively.
OTHER INCOME. Other income increased 37% in 1997, 66% in 1996 and 20.8%
in 1995. As a percentage of average assets, other income was 1.04%, .93% and
.68% for 1997, 1996 and 1995, respectively. Service charges on deposit accounts
increased $95,415 (21.7%) in 1997, $175,054 (66%) in 1996, and $63,908 (31.7%)
in 1995. Opportunities to improve such fee income are continuously reviewed and
weighed against competitive pressures in the local market.
OTHER EXPENSES. Other expenses increased $542,401 (22.1%), $333,251
(15.7%) and $557,664 (55.8%) in 1997, 1996 and 1995, respectively. The ratio of
noninterest expense as a percentage of average assets was 3.57%, 3.55% , and
3.70% for 1997, 1996, and 1995, respectively. Salaries and employee benefits,
which comprise almost 50% of total noninterest expense, increased 23.7% in 1997,
21.9% in 1996 and 37.1% in 1995. The ratio of personnel expense has been
relatively constant as a percentage of average total assets and was 1.77% in
1997, 1.72% in 1996, and 1.70% in 1995.
Most other expense categories increased in 1997, 1996 and 1995. These
increases are the result of the Bank's rapid growth, opening of a new branch in
1995, and costs related to generating other income. However, these increases
were partially offset in 1995 and 1996 by lower deposit assessment rates as the
recapitalization of the FDIC Bank Insurance Fund (BIF) was completed in 1995.
The Bank receives the lowest deposit assessment rate from the FDIC.
PROVISION FOR INCOME TAXES. The Company records a provision for income
taxes currently payable and for taxes payable in the future because of
differences in the timing of recognition of certain items for financial
statement and income tax purposes. The major difference between the effective
tax rate applied to the Company's financial statement income and the federal
statutory rate is caused by state income taxes, net of federal tax benefit. The
Company's effective tax rate was 35.9% in 1997, 37.4% in 1996 and 37.5% in 1995.
See Note 8 to the consolidated financial statements for additional details of
the Company's income tax provision.
16
<PAGE> 17
FIRST COMMUNITY CORPORATION AND SUBSIDIARY
CONSOLIDATED AVERAGE BALANCE SHEET, NET INTEREST REVENUE AND
CHANGES IN INTEREST INCOME AND INTEREST EXPENSE
The following table shows the consolidated average monthly balances of each
principal category of assets, liabilities and stockholders' equity of the
Company, and an analysis of net interest revenue, and the change in interest
income and interest expense segregated into amounts attributable to changes in
volume and changes in rates. The table is presented on a taxable equivalent
basis (4).
<TABLE>
<CAPTION>
In thousands of dollars
-------------------------------------------------------------------------------------------------------
December 31, 1997 December 31, 1996 1997/1996 Change
-------------------------------- -------------------------------- ------------------------------
Average Interest Revenue/ Average Interest Revenue/ Due to Due to
Balance Rate Expense Balance Rate Expense Volume Rate (1) Total
------- -------- -------- ------- -------- -------- ------ -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net loans (2 and 3) $59,055 10.11% 5,972 45,939 10.35% 4,753 1,357 (138) 1,219
------- -------- -------- ------- -------- -------- ------ -------- ------
Investment securities (4) 14,549 6.28% 913 13,655 5.98% 816 53 44 97
------- -------- -------- ------- -------- -------- ------ -------- ------
Federal funds sold 2,159 5.28% 114 3,096 5.20% 161 (49) 2 (47)
------- -------- -------- ------- -------- -------- ------ -------- ------
Total earning assets, net
of allowance for loan
losses 75,763 9.24% 6,999 62,690 9.14% 5,730 1,361 (92) 1,269
======== ======== ======== ======== ====== ======== ======
Cash and due from banks 3,580 2,943
Other assets 3,659 3,356
------- -------
Total assets $83,002 68,989
======= =======
Deposits:
NOW and money market
investments $ 8,758 2.84% 249 8,594 2.80% 241 5 3 8
Savings 8,810 2.96% 261 8,219 2.91% 239 17 5 22
Time deposits $100,000 and
over 10,973 5.92% 650 8,444 6.60% 557 167 (74) 93
Other time deposits 28,689 5.60% 1,606 21,812 5.32% 1,160 366 80 446
------- -------- -------- ------- -------- -------- ------ -------- ------
Total interest-bearing
deposits 57,230 4.83% 2,766 47,069 4.67% 2,197 555 14 569
Non interest-bearing demand
deposits 10,289 -- -- 9,371 -- -- -- -- --
------- -------- -------- ------- -------- -------- ------ -------- ------
Total deposits 67,519 4.10% 2,766 56,440 3.89% 2,197 431 14 569
Other borrowings 6,618 5.03% 333 3,958 4.04% 160 -- 173 173
------- -------- -------- ------- -------- -------- ------ -------- ------
Total deposits and
borrowed funds 74,137 4.18% 3,099 60,398 3.90% 2,357 431 187 742
-------- -------- -------- -------- ------ -------- ------
Other liabilities 997 596
Stockholders' equity 7,868 7,995
------- -------
Total liabilities and
stockholders' equity $83,002 68,989
======= =======
Net interest income $ 3,900 $ 3,373 930 (279) 527
======== ======== ====== ======== ======
Net yield on earning assets 5.15% 5.38%
======== ========
</TABLE>
1 Changes in interest income and expense not due solely to balance or rate
changes are included in the rate category.
2 Interest income includes fees on loans of $459,000 in 1997 and $418,000 in
1996.
3 Nonaccrual loans are included in average loan balances and the associated
income (recognized on a cash basis) is included in interest.
4 Tax-exempt loans and securities are presented on a taxable equivalent basis.
17
<PAGE> 18
FIRST COMMUNITY CORPORATION AND SUBSIDIARY
CONSOLIDATED AVERAGE BALANCE SHEET, NET INTEREST REVENUE AND
CHANGES IN INTEREST INCOME AND INTEREST EXPENSE
The following table shows the consolidated average monthly balances of each
principal category of assets, liabilities and stockholders' equity of the
Company, and an analysis of net interest revenue, and the change in interest
income and interest expense segregated into amounts attributable to changes in
volume and changes in rates. The table is presented on a taxable equivalent
basis (4).
<TABLE>
<CAPTION>
In thousands of dollars
-------------------------------------------------------------------------------------------------------
December 31, 1996 December 31, 1995 1996/1995 Change
-------------------------------- -------------------------------- ------------------------------
Average Interest Revenue/ Average Interest Revenue/ Due to Due to
Balance Rate Expense Balance Rate Expense Volume Rate (1) Total
------- -------- -------- ------- -------- -------- ------ -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net loans (2 and 3) $45,939 10.35% 4,753 38,112 10.04% 3,827 786 140 926
------- -------- -------- ------- -------- -------- ------ -------- ------
Investment securities (4) 13,655 5.98% 816 12,304 5.30% 652 72 92 164
------- -------- -------- ------- -------- -------- ------ -------- ------
Federal funds sold 3,096 5.20% 161 2,029 5.77% 117 62 (18) 44
------- -------- -------- ------- -------- -------- ------ -------- ------
Total earning assets, net
of allowance for loan
losses 62,690 9.14% 5,730 52,445 8.76% 4,596 920 214 1,134
======== ======== ======== ======== ====== ======== ======
Cash and due from banks 2,943 2,434
Other assets 3,336 3,385
------- -------
Total assets $68,989 57,264
======= =======
Deposits:
NOW and money market
investments $ 8,594 2.80% 241 8,551 2.40% 205 1 35 36
Savings 8,219 2.91% 239 7,602 2.99% 227 18 (6) 12
Time deposits $100,000 and
over 8,444 6.60% 557 6,655 6.03% 401 108 48 156
Other time deposits 21,812 5.32% 1,160 14,773 5.44% 803 383 (26) 357
------- -------- -------- ------- -------- -------- ------ -------- ------
Total interest-bearing
deposits 47,069 4.67% 2,197 37,581 4.35% 1,636 510 51 561
Non interest-bearing demand
deposits 9,371 -- -- 8,008 -- -- -- -- --
------- -------- -------- ------- -------- -------- ------ -------- ------
Total deposits 56,440 3.89% 2,197 45,589 3.59% 1,636 389 51 561
Other borrowings 3,958 4.04% 160 2,822 2.48% 70 -- 90 90
------- -------- -------- ------- -------- -------- ------ -------- ------
Total deposits and
borrowed funds 60,398 3.90% 2,357 48,411 3.52% 1,706 389 141 651
-------- -------- -------- -------- ------ -------- ------
Other liabilities 596 400
Stockholders' equity 7,995 8,453
------- -------
Total liabilities and
stockholders' equity $68,989 57,264
======= =======
Net interest income $ 3,373 $ 2,890 531 73 483
======== ======== ====== ======== ======
Net yield on earning assets 5.38% 5.51%
======== ========
</TABLE>
1 Changes in interest income and expense not due solely to balance or rate
changes are included in the rate category.
2 Interest income includes fees on loans of $418,000 in 1996 and $241,000 in
1995.
3 Nonaccrual loans are included in average loan balances and the associated
income (recognized on a cash basis) is included in interest.
4 Tax-exempt loans and securities are presented on a taxable equivalent basis.
18
<PAGE> 19
II. INVESTMENT PORTFOLIO
The carrying value of securities at December 31 is summarized as
follows:
<TABLE>
<CAPTION>
DECEMBER 31
-------------------------------
CATEGORY 1997 1996
-------- ---- ----
Available for sale:
<S> <C> <C>
Obligations of U.S. Treasury and other U.S. Agencies $ 3,517,452 8,044,342
Mortgage-backed 4,765,188 5,862,331
Tax exempt 1,561,095 460,218
Other 859,900 329,300
----------- -----------
Total $10,703,635 14,696,191
=========== ===========
</TABLE>
The following table presents the carrying value by maturity
distribution of the investment portfolio along with weighted average
yields thereon as of December 31, 1997:
<TABLE>
<CAPTION>
($ in thousands)
Within 1-5 Beyond
Available for sale: 1 Year Years 5 Years Total
------------------ ------ ----- ------- -----
<S> <C> <C> <C> <C>
U.S. Agencies $ 499,995 $3,017,457 $ -- $ 3,517,452
Tax exempt securities -- 150,149 1,410,946 1,561,095
---------- ---------- ----------- -----------
Total $ 499,995 $3,167,606 $ 1,410,946 $ 5,078,547
========== ========== =========== ===========
Weighted average yield (tax equivalent) 5.77% 6.89% 7.79% 7.03%
========== ========== =========== ===========
Mortgage-backed and equity securities $ 4,765,188
===========
Weighted average yield 6.21%
===========
</TABLE>
19
<PAGE> 20
III. LOAN PORTFOLIO
The following table presents various categories of loans contained in
the Bank's loan portfolio for the periods indicated and the total
amount of all loans for such period:
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
--------------------------------
TYPE OF LOAN 1997 1996
------------ ---- ----
<S> <C> <C>
Domestic:
Commercial, financial and
agricultural $ 14,997,000 $ 9,909,000
Real estate-construction 3,482,000 2,671,000
Real estate-1 to 4 family residential 26,667,000 22,029,000
Real estate-other 6,447,000 4,133,000
Consumer loans 13,509,904 13,212,832
------------ ------------
Total loans 65,102,904 51,954,832
------------ ------------
Less: unearned interest (260,000) (402,000)
Allowance for possible loan losses (750,828) (644,403)
------------ ------------
Total (net of allowance) $ 64,092,076 $ 50,908,429
============ ============
</TABLE>
The following is a presentation of an analysis of maturities of loans
as of December 31, 1997:
<TABLE>
<CAPTION>
(IN THOUSANDS)
DUE IN 1 DUE IN 1 TO DUE AFTER
TYPE OF LOAN YEAR OR LESS 5 YEARS 5 YEARS TOTAL
- ------------ -------------- ----------- ---------- ------
(In Thousands)
<S> <C> <C> <C> <C>
Commercial, financial, and
agricultural $ 5,579 6,613 2,805 14,997
Real estate-construction 3,428 54 0 3,482
-------- ------- ------- ------
Total $ 10,176 5,390 2,805 17,373
======== ======= ======= ======
</TABLE>
The following is a presentation of an analysis of sensitivities of
loans to changes in interest rates as of December 31, 1997 (in
thousands):
<TABLE>
<S> <C>
Loans due after 1 year with predetermined interest rates $ 20,757
Loans due after 1 year with floating interest rates $ 25,685
</TABLE>
20
<PAGE> 21
The following table presents information regarding nonaccrual, past due and
restructured loans at the dates indicated:
<TABLE>
<CAPTION>
DECEMBER 31, 1997 DECEMBER 31, 1996
----------------- -----------------
<S> <C> <C>
Loans accounted for on a non-accrual basis:
Number 4 7
Amount 18,000 $191,000
Accruing loans (including consumer loans)
which are contractually past due 90 days or more
as to principal and interest payments:
Number 19 12
Amount 79,000 $137,000
Loans defined as "troubled debt restructurings"
Number 3 0
Amount 55,000 $ 0
</TABLE>
As of December 31, 1997, there are no loans classified for regulatory purposes
as doubtful or substandard that have not been disclosed in the above table,
which (i) represent or result from trends or uncertainties which management
reasonably expects will materially impact future operating results, liquidity,
or capital resources, or (ii) represent material credits about which management
is aware of any information which causes management to have serious doubts as to
the ability of such borrowers to comply with the loan repayment terms.
Accrual of interest is discontinued on a loan when management of the Bank
determines upon consideration of economic and business factors affecting
collection efforts that collection of interest is doubtful.
There are no other loans which are not disclosed above, but where known
information about possible credit problems of borrowers causes management to
have serious doubts as to the ability of such borrowers to comply with the
present loan repayment terms.
21
<PAGE> 22
IV. SUMMARY OF LOAN LOSS EXPERIENCE
An analysis of the Bank's loss experience is furnished in the following
table for the periods indicated, as well as a breakdown of the
allowance for possible loan losses:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------
1997 1996
------- ----
<S> <C> <C>
Balance at beginning of period $ 644,403 $ 528,000
Charge-offs: Commercial 0 0
Consumer (57,916) (54,843)
--------- ---------
(57,916) (54,843)
Recoveries 8,608 10,230
Net Charge-offs (49,308) (44,613)
--------- ---------
Additions charged to operations 155,733 161,016
--------- ---------
Balance at end of period $ 750,828 $ 644,403
========= =========
Ratio of net charge-offs during the period to average loans
outstanding during the period 0.08% 0.10%
========= =========
</TABLE>
At December 31, 1997 the allowance was allocated as follows:
<TABLE>
<CAPTION>
PERCENT OF LOANS IN EACH
AMOUNT CATEGORY TO TOTAL LOANS
------ -------------------------
<S> <C> <C>
Commercial, financial and agricultural $ 300,000 23.0%
Real estate-construction 50,000 5.4%
Real estate-mortgage 175,000 50.9%
Consumer loans 225,828 20.7%
---------- -----
Total $ 750,828 100%
========== =====
</TABLE>
At December 31, 1996 the allowance was allocated as follows:
<TABLE>
<CAPTION>
PERCENT OF LOANS IN EACH
AMOUNT CATEGORY TO TOTAL LOANS
--------- ------------------------
<S> <C> <C>
Commercial, financial and agricultural $ 240,000 19.2%
Real estate-construction 37,000 5.2%
Real estate-mortgage 158,000 50.1%
Consumer loans 209,403 25.5%
--------- -----
Total $ 644,403 100%
========= =====
</TABLE>
22
<PAGE> 23
ALLOWANCE FOR LOAN LOSSES
In considering the adequacy of the Company's allowance for loan losses,
management has focused on the fact that as of December 31, 1997, 23% of
outstanding loans are in the category of commercial loans. Commercial
loans are generally considered by management as having greater risk
than other categories of loans in the Company's loan portfolio.
However, approximately 90% of these commercial loans at December 31,
1997 were made on a secured basis. Management believes that the secured
condition of the preponderant portion of its commercial loan portfolio
greatly reduces any risk of loss inherently present in commercial
loans.
The Company's consumer loan portfolio is also well secured, and as
such, does not, in management's opinion involve more than normal credit
risk. The same is true for the Company's real estate mortgage
portfolio, approximately 81% of which is secured by first mortgages on
1-4 family residential properties.
Although the Company's loan portfolio is concentrated in upper East
Tennessee, primarily Hawkins County, management does not believe this
geographic concentration presents an abnormally high risk.
V. DEPOSITS
The following tables present, for the periods indicated, the average
amount of and average rate paid on each of the following deposit
categories:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1997
-----------------
DEPOSIT CATEGORY AVERAGE AMOUNT AVERAGE RATE PAID
---------------- -------------- -----------------------
<S> <C> <C>
Non interest-bearing demand deposits $ 10,291,000 Not Applicable
NOW deposits $ 8,758,000 2.85%
Savings deposits $ 8,810,000 2.97%
Time deposits $ 39,649,000 5.69%
<CAPTION>
YEAR ENDED
DECEMBER 31, 1996
-----------------
DEPOSIT CATEGORY AVERAGE AMOUNT AVERAGE RATE PAID
---------------- -------------- -----------------------
<S> <C> <C>
Non-interest-bearing demand deposits $ 9,371,000 Not Applicable
NOW deposits $ 8,594,000 2.80%
Savings deposits $ 8,219,000 2.91%
Time deposits $ 30,256,000 5.67%
</TABLE>
The following table indicates amount outstanding of time certificates
of deposit of $100,000 or more and respective maturities for the year
ended December 31, 1997 (in thousands):
<TABLE>
<CAPTION>
TIME CERTIFICATES OF DEPOSIT
----------------------------
<S> <C>
3 months or less $ 4,660
3-12 months 4,646
over 12 months 1,031
--------
Total $ 10,337
========
</TABLE>
23
<PAGE> 24
VI. RETURN ON EQUITY AND ASSETS
Returns on average consolidated assets and average consolidated equity
for the periods indicated are as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1997 1996
---- ----
<S> <C> <C>
Return on average assets 1.3% 1.2%
Return on average equity 13.4% 10.1%
Average equity to average assets ratio 9.8% 11.6%
Dividend payout ratio 39.2% 42.6%
</TABLE>
VII. SHORT-TERM BORROWINGS
The following table summarizes short-term borrowings at December 31,
1997 and 1996:
<TABLE>
<CAPTION>
(IN THOUSANDS)
1997 1996
---- ----
<S> <C> <C>
Amount outstanding at December 31 $ 4,118 $ 3,745
Weighted average interest rate at year end 4.84% 4.00%
Maximum month-end balance during the year 5,219 4,167
Average amount outstanding during the year 4,569 3,204
Weighted average interest rate during the year 4.78% 3.90%
</TABLE>
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
24
<PAGE> 25
[HEATHCOTT & MULLALY LETTERHEAD]
Independent Auditors' Report
The Board of Directors
First Community Corporation:
We have audited the consolidated balance sheets of First Community Corporation
and Subsidiary as of December 31, 1997 and 1996, and the related consolidated
statements of operations, changes in shareholders' equity, and cash flows for
the each of the three years in the period ended December 31, 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of First Community
Corporation and Subsidiary as of December 31, 1997 and 1996, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles.
/S/ HEATHCOTT & MULLALY, P.C.
January 23, 1998
25
<PAGE> 26
FIRST COMMUNITY CORPORATION AND SUBSIDIARY
Consolidated Balance Sheets
December 31, 1997 and 1996
<TABLE>
<CAPTION>
Assets 1997 1996
------------ -----------
<S> <C> <C>
Cash and due from banks $ 3,884,277 3,455,553
Interest-bearing deposits 20,725 500,000
Federal funds sold 4,878,000 13,000
Securities, available for sale 10,703,635 14,696,191
Loans 64,842,904 51,552,832
Allowance for loan losses (750,828) (644,403)
------------ -----------
Net loans 64,092,076 50,908,429
------------ -----------
Premises and equipment 3,385,673 2,499,386
Accrued interest receivable 922,223 778,508
Deferred income taxes 122,200 135,988
Cash surrender value of life insurance 443,470 10,220
Other assets 246,467 248,757
------------ -----------
Total assets $ 88,698,746 73,246,032
============ ===========
Liabilities and Shareholders' Equity
Deposits:
Noninterest-bearing $ 10,913,094 9,085,133
Interest-bearing 61,582,103 48,531,478
------------ -----------
Total deposits 72,495,197 57,616,611
------------ -----------
Federal funds purchased and securities sold
under agreement to repurchase 4,117,994 4,744,838
Borrowings from Federal Home Loan Bank 2,000,000 2,000,000
Note payable 250,000 200,000
Accrued interest payable 745,861 509,205
Dividends payable 413,515 374,627
Other liabilities 564,068 307,751
------------ -----------
Total liabilities 80,586,635 65,753,032
------------ -----------
Shareholders' equity:
Preferred stock, no par value. Authorized
1,000,000 shares; none issued -- --
Common stock, no par value. Authorized
3,000,000 shares; issued 626,538 shares
in 1997 and 624,379 shares in 1996 7,031,954 6,989,051
Retained earnings 1,041,280 469,667
Unrealized gains on securities
available for sale, net of taxes 38,877 34,282
------------ -----------
Total shareholders' equity 8,112,111 7,493,000
------------ -----------
Total liabilities and shareholders'
equity $ 88,698,746 73,246,032
============ ===========
</TABLE>
See accompanying notes to consolidated financial statements.
26
<PAGE> 27
FIRST COMMUNITY CORPORATION AND SUBSIDIARY
Consolidated Statements of Operations
Three years ended December 31, 1997
<TABLE>
<CAPTION>
1997 1996 1995
---------- --------- ----------
<S> <C> <C> <C>
Interest income:
Loans, including fees $5,980,756 4,753,435 3,827,235
Securities:
Taxable 844,184 802,845 651,621
Non-taxable 75,404 11,940 -
Federal funds sold 114,418 161,477 116,864
Interest-bearing deposits 14,243 -- --
---------- ---------- ---------
Total interest income 7,029,005 5,729,697 4,595,720
---------- ---------- ---------
Interest expense
Deposits 2,767,037 2,197,338 1,636,104
Other 349,629 159,575 69,763
---------- ---------- ---------
Total interest expense 3,116,666 2,356,913 1,705,867
---------- ---------- ---------
Net interest income 3,912,339 3,372,784 2,889,853
Provision for loan losses 155,733 161,016 191,141
---------- ---------- ---------
Net interest income after
provision for loan losses 3,756,606 3,211,768 2,698,712
---------- ---------- ----------
Noninterest income:
Service charges on deposit accounts 535,931 440,516 265,462
Credit life insurance commissions 150,054 92,702 78,983
Mortgage banking activities 69,332 28,654 --
Net securities gains 19,063 3,373 --
Other 107,218 78,279 42,404
---------- ---------- ----------
Total noninterest income 881,598 643,524 386,849
---------- ---------- ----------
Noninterest expenses:
Salaries and employee benefits 1,467,639 1,186,612 973,377
Occupancy 203,107 183,288 152,101
Furniture and equipment 162,163 114,932 98,878
Data processing fees 197,515 208,558 162,562
Advertising and public relations 55,800 48,369 69,875
Operating supplies 145,747 91,428 101,359
Other operating 760,469 616,852 558,636
---------- ---------- ----------
Total noninterest expenses 2,992,440 2,450,039 2,116,788
---------- ---------- ----------
Income before income taxes 1,645,764 1,405,253 968,773
Income taxes 591,168 525,840 363,252
---------- ---------- ----------
Net income $1,054,596 879,413 605,521
========== ========== ==========
Net income per share 1.69 1.35 0.92
Net income per share - assuming dilution $ 1.61 1.30 0.90
========== ========== ==========
Average common shares outstanding 624,811 651,364 661,407
Average common shares outstanding - assuming
dilution 654,296 676,634 670,107
========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
27
<PAGE> 28
FIRST COMMUNITY CORPORATION AND SUBSIDIARY
Consolidated Statements of Changes in Shareholders' Equity
Three years ended December 31, 1997
<TABLE>
<CAPTION>
Unrealized
Gains Total
Common Retained (Losses) on Shareholders'
Stock Earnings Securities Equity
----------- --------- ----------- ------------
<S> <C> <C> <C> <C>
Balance, December 31, 1994 $ 7,384,070 198,964 (42,060) 7,540,974
Net income -- 605,521 -- 605,521
Dividends - $.30 per share -- (198,422) -- (198,422)
Change in unrealized losses
on AFS securities, net of taxes -- -- 24,707 24,707
----------- --------- -------- -----------
Balance, December 31, 1995 7,384,070 606,063 (17,353) 7,972,780
Purchase and retirement of
common stock (496,652) (641,182) -- (1,137,834)
Issuance of 7,495 shares of
common stock in connection
stock option plans 101,633 -- -- 101,633
Net income -- 879,413 -- 879,413
Change in unrealized gains (losses)
on AFS securities, net of taxes -- -- 51,635 51,635
Dividends - $.60 per share -- (374,627) -- (374,627)
----------- --------- -------- -----------
Balance, December 31, 1996 6,989,051 469,667 34,282 7,493,000
Purchase and retirement of
common stock (58,272) (69,468) -- (127,740)
Issuance of 6,087 shares of
common stock in connection
stock option plans 82,175 -- -- 82,175
Issuance of 770 shares of
common stock 19,000 -- -- 19,000
Net income -- 1,054,596 -- 1,054,596
Change in unrealized gains
on AFS securities, net of taxes -- -- 4,595 4,595
Dividends - $.66 per share -- (413,515) -- (413,515)
----------- --------- -------- -----------
Balance, December 31, 1997 $ 7,031,954 1,041,280 38,877 8,112,111
=========== ========= ======== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
28
<PAGE> 29
FIRST COMMUNITY CORPORATION AND SUBSIDIARY
Consolidated Statements of Cash Flows
Three years ended December 31, 1997
<TABLE>
<CAPTION>
Increase (decrease) in cash 1997 1996 1995
------------ ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 1,054,596 879,413 605,521
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 236,439 172,190 119,514
Provision for loan losses 155,733 161,016 191,141
Deferred income taxes (benefit) 10,000 (15,000) (17,000)
Net accretion of investment securities (9,174) (10,871) (6,174)
Increase in accrued interest receivable (143,715) (132,561) (189,431)
Increase in accrued interest payable 236,656 128,289 213,022
Increase (decrease) in other liabilities 291,117 192,478 (63,716)
Other, net (72,474) (122,591) (109,716)
------------ ----------- -----------
Net cash provided by operating activities 1,759,178 1,252,363 743,161
------------ ----------- -----------
Cash flows from investing activities:
Decrease (increase) in interest bearing deposits 479,275 (500,000) --
Decrease (increase) in federal funds sold (4,865,000) 1,545,000 2,887,000
Purchases of HTM securities -- -- (3,944,275)
Proceeds from maturities and redemptions of
HTM securities -- -- 3,677,257
Purchases of AFS securities (2,050,000) (14,949,828) --
Proceeds from maturities and redemptions of
AFS securities 3,992,556 10,491,553 1,500,000
Proceeds from sales of AFS securities 2,019,000 1,000,768 --
Net increase in loans (13,290,072) (9,665,603) (11,760,169)
Investment in life insurance contracts (433,250) (10,220) --
Purchases of premises and equipment (1,083,513) (557,024) (309,519)
------------ ----------- -----------
Net cash used by investing activities (15,231,004) (12,645,354) (7,949,706)
------------ ----------- -----------
Cash flows from financing activities:
Cash dividends (374,627) (198,422) --
Proceeds from note payable 50,000 200,000 --
Proceeds from FHLB advances -- 2,000,000 --
Increase in deposits 14,878,586 7,999,347 7,402,117
Increase (decrease) in federal funds
purchased and securities sold under
agreement to repurchase (626,844) 2,908,206 (93,890)
Purchase and retirement of common stock (127,740) (1,137,834) --
Proceeds from issuance of common stock 101,175 101,633 --
------------ ----------- -----------
Net cash provided by financing activities 13,900,550 11,872,930 7,308,227
------------ ----------- -----------
Net increase in cash and cash equivalents 428,724 479,939 101,682
Cash and cash equivalents at beginning of period 3,455,553 2,975,614 2,873,932
------------ ----------- -----------
Cash and cash equivalents at end of period $ 3,884,277 3,455,553 2,975,614
============ =========== ===========
Supplemental disclosures of cash flow information:
Cash paid during period for:
Interest $ 2,880,010 2,228,624 1,492,845
Income taxes 456,700 486,785 439,513
============ =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
29
<PAGE> 30
FIRST COMMUNITY CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 1997
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL
First Community Corporation, through its subsidiary, First Community Bank,
provides a variety of banking services to individuals and businesses from
its two locations in Rogersville and Church Hill, Tennessee. Its primary
deposit products are demand and savings deposits and certificates of
deposit, and its primary lending products are commercial, real estate
mortgage and installment loans. The accounting principles followed and the
methods of applying those principles conform with generally accepted
accounting principles and to general practices in the banking industry. The
significant policies are summarized as follows:
BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
First Community Corporation (the Company), a one-bank holding company and
its wholly-owned subsidiary First Community Bank of East Tennessee (the
Bank). All material intercompany balances and transactions have been
eliminated in consolidation.
USE OF ESTIMATES
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.
STATEMENTS OF CASH FLOWS
Cash and cash equivalents as presented in the statements include cash and
due from banks.
CASH AND DUE FROM BANKS
Included in cash and due from banks are legal reserve requirements which
must be maintained on an average basis in the form of cash and balances due
from the Federal Reserve and other banks.
SECURITIES
Securities are classified into three categories: held to maturity (HTM),
available for sale (AFS), and trading. Securities classified as held to
maturity, which are those the Company has the positive intent and ability to
hold to maturity, are reported at amortized cost. Securities classified as
available for sale may be sold in response to changes in interest rates,
liquidity needs, and for other purposes. These securities are reported at
fair value and include securities not classified as held to maturity or
trading. Trading securities are those held principally for the purpose of
selling in the near future and are carried at fair value. Unrealized holding
gains and losses for available for sale securities are excluded from
earnings and reported, net of any income tax effect, as a separate component
of shareholders' equity. Realized gains and losses are reported in earnings
based on the adjusted cost of the specific security sold. The Company
currently has no held to maturity or trading securities.
30
<PAGE> 31
FIRST COMMUNITY CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
LOANS
Loans which management has the intent and ability to hold for the
foreseeable future are reported at their outstanding principal balance.
Interest on commercial and real estate loans is computed daily based on
the principal amount outstanding. Interest on installment loans is
recognized using both the interest method and a method which
approximates the interest method. Loan origination fees in excess of
related direct costs are deferred and recognized as an adjustment of
yield on the interest method.
A loan is considered impaired when it is probable that the Company will
be unable to collect the scheduled payments of principal and interest
due under the contractual terms of the loan agreement. Impaired loans
are measured at the present value of expected future cash flows
discounted at the loan's effective interest rate, at the loan's
observable market price, or at the fair value of the collateral if the
loan is collateral dependent. If the measure of the impaired loan is
less than the recorded investment in the loan, the Company recognizes
an impairment by creating or adjusting a valuation allowance with a
corresponding charge or credit to the provision for loan losses.
The Company considers all loans on non-accrual status to be impaired.
Interest accruals on loans are discontinued when, in the opinion of
management, it is not reasonable to expect that such interest will be
collected, or generally, when collection of principal or interest
becomes 90 days or more past due. Management may make exceptions to
this policy when the estimated net realizable value of the collateral
is sufficient to recover the principal and interest balance. When
interest accrual is discontinued, all unpaid accrued interest is
reversed. Interest income is subsequently recognized only to the extent
cash payments are received.
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is established by charges to operations
based on management's evaluation of the assets, economic conditions and
other factors considered necessary to maintain the allowance at an
adequate level. In evaluating the adequacy of the allowance, management
makes certain estimates and assumptions which are susceptible to change
in the near term. While management uses available information to
recognize losses on loans, future additions to the allowance may be
necessary based on changes in economic conditions. Uncollectible loans
are charged to the allowance account in the period such determination
is made. Recoveries on loans previously charged off are credited to the
allowance account in the period received. Allowances for impaired loans
are generally determined based on collateral values or the present
value of estimated cash flows, as discussed above.
PREMISES AND EQUIPMENT
Premises and equipment are stated at cost, less accumulated
depreciation and amortization. The provision for depreciation is
computed principally on the straight-line method over the estimated
useful lives of the assets, which range as follows: building-40 years,
equipment-5 to 7 years.
OTHER REAL ESTATE
Other real estate, which consists of properties acquired through
foreclosure is recorded at the lower of the outstanding loan amount or
fair value, determined by appraisal, at the date of foreclosure.
Declines in value resulting from reappraisals, as well as losses
resulting from disposition are charged to operations.
31
<PAGE> 32
FIRST COMMUNITY CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
STOCK-BASED COMPENSATION
In October, 1995, the Financial Accounting Standards Board issued SFAS
No. 123, "Accounting for Stock-Based Compensation", which is effective
for awards granted in fiscal years beginning after December 31, 1995.
The standard defines a fair value-based method of measuring employee
stock options or similar equity instruments. Under this method,
compensation cost is measured at the option grant date based on the
value of the award and is recognized over the service period, which is
usually the vesting period. In lieu of recording the value of such
options, the Company has elected to continue to measure compensation
cost using APB Opinion 25 and to provide pro forma disclosures
quantifying the difference between compensation cost included in
reported net income and the related cost measured by such fair
value-based method.
PER SHARE AMOUNTS
Earnings per share (EPS) is calculated in accordance with Statement of
Financial Accounting Standards (SFAS) No. 128, issued in February,
1997. The statement requires the dual presentation of basic and diluted
EPS on the income statement. Basic EPS excludes dilution, and is
computed by dividing income available to common stockholders by the
weighted-average number of common shares outstanding for the period.
Diluted EPS reflects the potential dilution that could occur if
securities or contracts to issue common stock were exercised or
converted into common stock that then shared in the earnings of the
entity. All prior period EPS data has been restated to reflect
implementation of this statement.
TRANSFER AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF
LIABILITIES Effective January 1, 1997, the Company adopted SFAS No.
125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities". The statement, which supersedes SFAS
No. 122, provides accounting and reporting standards for transfers and
servicing of financial assets and extinguishments of liabilities based
on application of a financial-components approach that focuses on
control. It distinguishes transfers of financial assets that are sales
from transfers of assets that are secured borrowings. The adoption of
SFAS 125 did not have a material effect on the Company's financial
position or results of operations.
INCOME TAXES
The Company files a consolidated tax return with its subsidiary. Income
taxes are allocated to members of the consolidated group on a separate
return basis. Income taxes have been provided using the liability
method as prescribed by SFAS No. 109, "Accounting for Income Taxes".
EMPLOYEE BENEFITS
The Bank maintains a 401(k) profit-sharing plan which covers
substantially all employees. The Bank does not provide any other
pension, post-employment, or other post-retirement benefits for its
employees.
32
<PAGE> 33
FIRST COMMUNITY CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it is
practicable to estimate that value. These fair values are provided for
disclosure purposes only and do not impact carrying values of financial
statement amounts.
Short-Term Financial Instruments - The carrying amounts reported in the
balance sheet for cash and due from banks and federal funds sold
approximate their fair values. The carrying amounts for short-term
borrowings, which consist of federal funds purchased and securities
sold under agreements to repurchase, short-term FHLB advances and notes
payable approximate their fair values.
Securities (including mortgage-backed securities) - Fair values for
securities are based on quoted market prices, where available. If
quoted market prices are not available, fair values are based on quoted
market prices of comparable instruments.
Loans Receivable - For variable-rate loans that reprice frequently and
have no significant change in credit risk, fair values are based on
carrying values. The fair values for other loans are estimated using
discounted cash flow analyses, using interest rates currently offered
for loans with similar terms to borrowers of similar credit quality.
Deposit Liabilities - The fair values disclosed for demand deposits
are, by definition, equal to the amount payable on demand at the
reporting date (i.e., their carrying amounts). The carrying amounts for
variable-rate, fixed-term money market accounts and certificates of
deposits approximate their fair values at the reporting date. Fair
values for fixed-rate certificates of deposit are estimated using a
discounted cash flow calculation that applies interest rates currently
offered on certificates to a schedule of aggregated expected monthly
maturities on time deposits.
Accrued Interest - The carrying amounts of accrued interest approximate
their fair values.
Off-Balance Sheet Instruments - Fair values for off-balance sheet
lending commitments are based on fees currently charged to enter into
similar agreements, taking into account the remaining terms of the
agreements and the counterparties' credit standings.
EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS
In February 1997, the FASB issued SFAS No. 129, "Disclosure of
Information about Capital Structure." The statement establishes
standards for disclosing information about an entity's capital
structure and applies to all entities. This statement continues the
previous requirements to disclose certain information about an entity's
capital structure found in Accounting Principles Board ("APB") Opinions
No. 10, "Omnibus Opinion - 1996", and No. 15, "Earnings Per Share", and
SFAS No. 47, "Disclosure of Long-Term Obligations", for entities that
were subject to those standards. This statement is effective for
financial statements for periods ending after December 15, 1997. This
statement contains no change in disclosure requirements for entities
that were previously subject to the requirements of APB Opinions Nos.
10 and 15 and SFAS No. 47. The adoption of the provisions of this
statement is not expected to have a material impact on the Company.
33
<PAGE> 34
FIRST COMMUNITY CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS
In July 1997, the FASB issued SFAS No. 130, "Comprehensive Income". The
statement establishes standards for reporting and presentation of
comprehensive income and its components (revenues, expenses, gains, and
losses) in a full set of general-purpose financial statements. It
requires that all items that are required to be recognized under
accounting standards as components of comprehensive income be reported
in a financial statement that is presented with the same prominence as
other financial statements. This statement requires that companies (i)
classify items of other comprehensive income by their nature in a
financial statements and (ii) display the accumulated balance of other
comprehensive income separately from retained earnings and additional
paid-in capital in the equity section of the statement of financial
condition. This statement is effective for fiscal years beginning after
December 15, 1997. Reclassification of financial statements for earlier
periods provided for comprehensive purposes is required.
In June 1997, the FASB issued SFAS No. 131, "Disclosure about Segments
of an Enterprise and Related Information". The statement establishes
standards for disclosure about operating segments in annual financial
statements and selected information in interim financial reports. It
also establishes standards for related disclosures about products and
services, geographic areas, and major customers. This statement
supersedes SFAS No. 14, "Financial Reporting for Segments of a Business
Enterprise". This statement becomes effective for the Bank's fiscal
year ending December 31, 1998, and requires that comparative
information from earlier years be restated to conform to its
requirements. The adoption of the provisions of this statements is not
expected to have a material impact on the Company.
(2) Securities
The following table reflects the amortized cost and fair values of
securities held at December 31, 1997 and 1996.
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
1997 Cost Gains Losses Value
- ------------------- ----------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Available for sale
U.S. Agencies:
Mortgage-backed $ 4,769,737 8,814 13,363 4,765,188
Other 3,500,455 16,997 -- 3,517,452
Tax exempt 1,510,876 50,219 -- 1,561,095
Equity securities 859,900 -- -- 859,900
----------- ------ ------ ----------
Total available for sale $10,640,968 76,030 13,363 10,703,635
=========== ====== ====== ==========
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
1996 Cost Gains Losses Value
- ------------------- ----------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Available for sale
U.S. Agencies:
Mortgage-backed $ 5,853,199 39,347 30,215 5,862,331
Other 7,998,300 47,535 1,493 8,044,342
Tax exempt 460,098 256 136 460,218
Equity securities 329,300 -- -- 329,300
----------- ------ ------ ----------
Total available for sale $14,640,897 87,138 31,844 14,696,191
=========== ====== ====== ==========
</TABLE>
34
<PAGE> 35
FIRST COMMUNITY CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(2) Securities, continued
The amortized cost and fair value of debt securities at December 31,
1997 by contractual maturity are shown below. Expected maturities will
differ from contractual maturities because borrowers may have the right
to call or prepay obligations.
<TABLE>
<CAPTION>
AMORTIZED FAIR
COST VALUE
-------------- ----------
<S> <C> <C>
Due in 1 year or less $ 500,000 499,995
Due after 1 through 5 years 3,149,339 3,167,606
Due after 5 through 10 years 311,992 316,619
Over 10 years 2,133,517 2,167,511
Mortgage-backed 3,686,220 3,692,004
Equity securities 859,900 859,900
-------------- ----------
$ 10,640,968 10,703,635
============== ==========
</TABLE>
The Company had gross realized gains from the sale of securities of
$19,063 and $3,373 in 1997 and 1996, respectively, and no realized
losses in either year.
Securities carried at $8,779,590 at December 31, 1997 were pledged to
secure public deposits and for other purposes as required or permitted
by law. Included in that amount is $6,388,500 of securities pledged to
holders of securities sold under agreement to repurchase (see note 9).
(3) Loans
A summary of loans outstanding by category at December 31, 1997 and
1996 follows:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Commercial, financial and agricultural $ 14,997,000 9,909,000
Real estate - construction 3,482,000 2,671,000
Real estate - 1 to 4 family residential properties 26,667,000 22,029,000
Real estate - other 6,447,000 4,133,000
Consumer 13,509,904 13,212,832
---------------- -----------
65,102,904 51,954,832
Less unearned interest (260,000) (402,000)
---------------- -----------
Total loans $ 64,842,904 51,552,832
================ ===========
</TABLE>
At December 31, 1997 and 1996, the Bank had loans amounting to $19,000
and $190,000, respectively that were specifically classified as
impaired. The allowance for loan losses related to impaired loans
amounted to approximately $3,000 and $25,000 at December 31, 1997 and
1996, respectively. The average balance of these loans amounted to
approximately $95,000, $100,000 and $175,000 for the years ended
December 31, 1997, 1996 and 1995, respectively. The amount of interest
income recognized on these loans was not material to the Bank's results
of operations.
35
<PAGE> 36
FIRST COMMUNITY CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(3) LOANS, CONTINUED
Certain parties (principally directors and officers of the Bank,
including their affiliates, families, and companies in which they hold
ten percent or more ownership) were customers of, and had loans and
other transactions with the Bank in the ordinary course of business.
The outstanding balances of such loans totaled $1,859,000 and
$1,824,000 as of December 31, 1997 and 1996, respectively. During 1997,
$595,000 of new loans were made and repayments amounted to $560,000.
These loan transactions were made on substantially the same terms as
those prevailing at the time for comparable loans to other persons.
They did not involve more than the normal risk of collectibility or
present other unfavorable features.
(4) COMMITMENTS AND CONTINGENCIES
The Bank is a party to financial instruments with off-balance sheet
risk in the normal course of business to meet the financing needs of
its customers. These financial instruments include commitments to
extend credit and standby letters of credit. Those instruments involve,
to varying degrees, elements of credit risk in excess of the amount
recognized in the balance sheet. The contract or notional amounts of
those instruments reflect the extent of involvement the Bank has in
those particular financial instruments.
The Bank's exposure to credit loss in the event of nonperformance by
the other party to the financial instrument for commitments to extend
credit and standby letters of credit is represented by the contractual
notional amount of those instruments. The Bank uses the same credit
policies in making commitments and conditional obligations as it does
for on-balance sheet instruments.
<TABLE>
<CAPTION>
CONTRACT OR
NOTIONAL
AMOUNT
------------
<S> <C>
Financial instruments whose contract amounts
represent credit risk:
Commitments to extend credit $ 1,587,000
Standby letters of credit 91,000
</TABLE>
Commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any condition established in the
contract. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Since many of the
commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash
requirements. The Bank evaluates each customer's creditworthiness on a
case-by-case basis. The amount of collateral obtained if deemed
necessary by the Bank upon extension of credit is based on management's
credit evaluation. Collateral held varies but may include accounts
receivable, inventory, property, plant and equipment, and
income-producing commercial properties.
Standby letters of credit are conditional commitments issued by the
Bank to guarantee the performance of a customer to a third party. Those
guarantees are primarily issued to support public and private borrowing
arrangements, including commercial paper, bond financing, and similar
transactions. All letters of credit are due within one year or less of
the original commitment date. The credit risk involved in issuing
letters of credit is essentially the same as that involved in extending
loan facilities to customers.
36
<PAGE> 37
FIRST COMMUNITY CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(4) COMMITMENTS AND CONTINGENCIES, CONTINUED
The Bank primarily serves customers located in upper East Tennessee. As
such, the Bank's loans, commitments, and standby letters of credit have
been granted to customers in that area. Concentration of credit by type
of loan is presented in Note 3.
In the normal course of business, the Bank is involved in various legal
proceedings. Management has concluded, based upon advice of counsel,
that the result of these proceedings will not have a material effect on
the Bank's financial condition or results of operations.
(5) ALLOWANCE FOR LOAN LOSSES
Changes in the allowance for loan losses are as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Balance at beginning of period $ 644,403 528,000 378,000
Provision charged to operating expenses 155,733 161,016 191,141
Loans charged off (57,916) (54,843) (41,496)
Recoveries on loans previously charged off 8,608 10,230 355
------------ --------- --------
Balance at end of period $ 750,828 644,403 528,000
============ ========= ========
</TABLE>
(6) Premises and Equipment
The provision for depreciation totaled $197,226, $145,675 and $109,106
for 1997, 1996 and 1995, respectively. Following is a summary of
premises and equipment at December 31:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Land $ 744,500 438,500
Buildings 2,240,980 1,762,396
Furniture and equipment 879,681 508,431
Construction in progress 48,052 120,372
------------ ----------
3,913,213 2,829,699
Less allowance for depreciation and amortization 527,540 330,313
------------ ----------
$ 3,385,673 2,499,386
============ ==========
</TABLE>
(7) Deposits
A summary of deposits at December 31 follows:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Noninterest-bearing demand $ 10,913,094 9,085,133
Interest-bearing demand 9,447,153 7,537,919
Savings 8,761,116 8,936,210
Certificates of deposit of $100,000 or more 10,336,720 11,245,724
Other time 33,037,114 20,811,625
------------ ----------
$ 72,495,197 57,616,611
============ ==========
</TABLE>
Interest expense on deposits of $100,000 or more amounted to $649,822
in 1997, $557,063 in 1996 and $401,363 in 1995.
37
<PAGE> 38
FIRST COMMUNITY CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(8) Income Taxes
The components of income tax expense for the years ended December 31
were as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Current tax provision
Federal $ 480,368 453,548 320,858
State 100,800 87,292 59,394
---------- -------- ---------
581,168 540,840 380,252
---------- -------- ---------
Deferred (benefit)
Federal 8,000 (12,000) (15,000)
State 2,000 (3,000) (2,000)
---------- -------- ---------
10,000 (15,000) (17,000)
---------- -------- ---------
$ 591,168 525,840 363,252
========== ======== =========
</TABLE>
The reasons for the differences between the statutory federal income
tax rate and the effective tax rate for the years ended December 31 are
summarized as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Tax at statutory rate $ 559,560 477,786 329,383
Increase (decrease) resulting from:
State income tax, net of federal effect 67,400 55,250 38,095
Tax exempt interest (32,100) (9,965) (5,371)
Other, net (3,692) 2,769 1,145
---------- -------- ---------
$ 591,168 525,840 363,252
========== ======== =========
</TABLE>
The tax effect of each type of temporary difference and carryforward that
give rise to deferred tax assets and liabilities is as follows:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Deferred tax asset:
Provision for loan losses $ 234,000 $ 178,638
Organization and start-up costs 5,000 27,550
----------- ---------
239,000 206,188
----------- ---------
Deferred tax liability:
Unrealized gains on securities (24,800) (21,000)
Stock dividends (21,800) --
Depreciation (70,200) (49,200)
----------- ---------
(116,800) (70,200)
----------- ---------
Net deferred tax asset $ 122,200 135,988
=========== =========
</TABLE>
(9) Other Borrowed Funds
Information concerning securities sold under agreement to repurchase is
as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Balance at December 31 $ 4,117,994 3,744,838 1,836,632
Average balance during the year 4,568,730 3,204,000 2,756,000
Maximum month-end balance during
the year 4 5,218,728 4,167,000 3,668,000
Average interest rate during the year 4.78% 3.90% 2.50%
</TABLE>
38
<PAGE> 39
FIRST COMMUNITY CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(9) Other Borrowed Funds, continued
The carrying value of securities underlying the agreements was
$6,388,500 at December 31, 1997 and $4,518,500 at December 31, 1996.
The securities are held in safekeeping by another financial institution
and are pledged to the holders of the agreements.
The Company has in effect a line of credit with a financial institution
of $1,500,000 which is secured by all the shares of the subsidiary
bank. The interest rate floats with the 30-day LIBOR rate and was 7.82%
at December 31, 1997. The line matures on September 30, 1998, and the
outstanding balance at December 31, 1997 was $250,000.
The Bank obtains various short-term and long-term advances from the
Federal Home Loan Bank of Cincinnati (FHLB) under Blanket Agreements
for Advances and Security Agreements (Agreements). The Agreements
entitle the Bank to borrow funds from the FHLB to fund mortgage loan
programs and satisfy other funding needs. At December 31, 1997, the
Bank had a total borrowing capacity at the FHLB of $17 million, of
which $12 million was undrawn and available. Fixed rate advances at
December 31, 1997 totaled $2 million with $1 million at 6.15% maturing
in 1999 and $1 million at 6.19% maturing in 2000. In addition the Bank
had stand-by letters of credit from the FHLB of $3 million which were
used to collateralize public deposits.
(10) Other Noninterest Expenses
A summary of other noninterest expenses is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Communications $ 117,481 97,295 81,538
Legal and professional 134,503 112,320 84,546
Board and committee fees 57,775 58,200 60,350
Automated teller machine expense 22,282 39,771 63,805
Other operating 428,428 309,266 268,397
---------- --------- ---------
$ 760,469 616,852 558,636
========== ========= =========
</TABLE>
(11) Shareholders' Equity
The Company's charter authorizes 1,000,000 shares of preferred stock,
no par value. Shares of the preferred stock may be issued from time to
time in one or more series, each such series to be so designated as to
distinguish the shares thereof from the shares of all other series and
classes. The board of directors has the authority to divide any or all
classes of preferred stock and to fix and determine the relative rights
and preferences of the shares of any series so established. The board
currently has no intent to issue such preferred stock.
The Company's charter authorizes 3,000,000 shares of common stock, no
par value, with 626,538 shares outstanding at December 31, 1997.
(12) Regulatory Matters
The Company's subsidiary bank is required to maintain reserves, in the
form of cash and due from banks against its deposit liabilities.
Aggregate reserves of $341,000 were required to be maintained to
satisfy federal regulatory requirements at December 31, 1997. The
requirement was satisfied by teller and vault cash.
39
<PAGE> 40
FIRST COMMUNITY CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(12) Regulatory Matters, continued
Funds for cash distributions to shareholders and normal operating
expenses of the Company are derived primarily from dividends from the
subsidiary bank. The subsidiary is subject to federal and state
statutes and regulations that impose restrictions on the amount of
dividends that can be declared without prior regulatory approval. At
December 31, 1997, approximately $600,000 of retained earnings was
available for dividend declaration by the subsidiary without prior
regulatory approval.
Under capital adequacy guidelines and the regulatory framework for
prompt corrective action, the Company's subsidiary bank is required to
meet specific capital adequacy guidelines that involve quantitative
measures of a bank's assets, liabilities, and certain off-balance sheet
items as calculated under regulatory accounting practices. Failure to
meet minimum capital requirements can initiate certain mandatory and
possible additional discretionary actions by regulators that, if
undertaken, could have a material effect on the Company's financial
condition. The bank's capital amounts and classifications are also
subject to qualitative judgments by the regulators about components,
risk weightings, and other factors. The risk-based guidelines are based
on the assignment of risk weights to assets and off-balance sheet items
depending on the level of credit risk associated with them. In addition
to minimum capital requirements, under the regulatory framework for
prompt corrective action, regulatory agencies have specified certain
ratios an institution must maintain to be considered
"undercapitalized", "adequately capitalized", and "well capitalized".
As of December 31, 1997, the most recent notification from the bank's
regulatory authority categorized the bank as "well capitalized". There
are no conditions or events since that notification that management
believes have changed the bank's category.
The bank's capital amounts and ratios at December 31, 1997 and 1996
were as follows:
<TABLE>
<CAPTION>
1997
------------------------------------------------
Required
To Be Required
Adequately To Be Well Bank's
Capitalized Capitalized Actual
----------- ----------- ------
<S> <C> <C> <C>
Amount:
Tier I leverage $ 3,488,000 4,360,000 7,988,000
Tier I risk-based 2,417,000 3,625,000 7,988,000
Total risk-based 4,833,000 6,041,000 8,739,000
Ratio:
Tier I leverage 4.00% 5.00% 9.16%
Tier I risk-based 4.00% 6.00% 13.22%
Total risk-based 8.00% 10.00% 14.47%
<CAPTION>
1996
------------------------------------------------
Required
To Be Required
Adequately To Be Well Bank's
Capitalized Capitalized Actual
----------- ------------ ------
<S> <C> <C> <C>
Amount:
Tier I leverage $ 2,929,000 3,662,000 7,584,000
Tier I risk-based 1,915,000 2,873,000 7,584,000
Total risk-based 3,831,000 4,789,000 8,183,000
Ratio:
Tier I leverage 4.00% 5.00% 10.36%
Tier I risk-based 4.00% 6.00% 15.84%
Total risk-based 8.00% 10.00% 17.09%
</TABLE>
40
<PAGE> 41
FIRST COMMUNITY CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(13) Stock Compensation Plans
The Company has two stock option plans, the 1994 Stock Option Plan (the
employee plan), and the Outside Directors' Stock Option Plan (the
directors' plan), which are described below. All options expire within
ten years from the date of grant. As discussed in Note 1, the Company
will continue to apply APB Opinion 25 and related interpretations in
accounting for its plans. Accordingly, no compensation cost has been
recognized for either plan. Had compensation cost for the plans been
determined based on the fair value at the grant date for awards under
those plans consistent with the method of FASB Statement No. 123, the
Company's net income would have been reduced by $17,000 ($.03 per
share) in 1997, $20,000 ($.03 per share) in 1996, and $14,000 ($.02 per
share) in 1995.
The fair value of the options granted is estimated as of the date
granted using the Black-Scholes option pricing model with the following
weighted average assumptions used for grants: dividend yield of 2.0
percent for all years, expected volatility of 16.1 percent for 1997,
11.9 percent for 1996 and 11.5 percent for 1995, risk free interest
rate of 7.0 percent for all years; and expected lives of 8 years.
1994 Stock Option Plan - This plan provides for the granting of options
to purchase up to 75,000 shares by officers and key employees of the
Company. The options become exercisable over 3 to 5 years. The
per-share exercise price of the options may not be less than the fair
value of a share of common stock on the date the option is granted.
Outside Directors' Stock Option Plan - Adopted in 1994, this plan
provides for the granting of options to purchase up to 50,000 shares by
non-employee directors of the Company. In addition to the initial grant
of 2,500 per director, each director is granted 500 shares annually at
the fair value of the stock on the date of grant. These options become
exercisable over 5 years.
A summary of the status of the Company's stock option plans for the
three years ended December 31, 1997 and the changes during those years
is presented below.
<TABLE>
<CAPTION>
TOTAL OPTION EXERCISABLE AVERAGE
AVAILABLE SHARES OPTIONS EXERCISE
FOR GRANT OUTSTANDING OUTSTANDING PRICE
--------- ----------- ----------- --------
<S> <C> <C> <C> <C>
Options outstanding
at December 31, 1994 47,000 78,000 33,332 13.50
Options granted (4,000) 4,000 -- 18.00
Options which became
exercisable -- -- 14,132 13.50
-----------------------------------------------------
Options outstanding
at December 31, 1995 43,000 82,000 47,464 13.50
Options granted (4,000) 4,000 -- 22.00
Options which became
exercisable -- -- 14,934 14.20
-----------------------------------------------------
Options exercised -- (7,495) (7,495) 13.50
Options outstanding
at December 31, 1996 39,000 78,505 54,903 13.50
Options granted (4,000) 4,000 -- 28.00
Options which became
exercisable -- -- 9,400 14.60
Options exercised -- (6,087) (6,087) 13.50
-----------------------------------------------------
Options outstanding
at December 31, 1997 35,000 76,418 58,216 13.56
=====================================================
</TABLE>
41
<PAGE> 42
FIRST COMMUNITY CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(13) Stock Compensation Plans, continued
The weighted-average fair value of options, calculated using the
Black-Scholes option pricing model, granted during 1997, 1996 and 1995
is $3.25, $5.31 and $2.97 per share, respectively.
The following table summarizes information about the stock options
outstanding under the Company's plans at December 31, 1997:
<TABLE>
<CAPTION>
Average
Exercise Number Remaining Number
Price Outstanding Life Exercisable
-------- ----------- --------- -----------
<S> <C> <C> <C>
13.50 64,418 6 years 54,216
18.00 4,000 8 years 1,600
22.00 4,000 9 years 800
28.00 4,000 10 years --
</TABLE>
(14) Employee Benefits
The subsidiary bank's contribution to the 401K plan amounted to $5,234
in 1997, $5,916 in 1996 and $5,548 in 1995.
(15) Fair Value of Financial Instruments
The estimated fair values of the Company's financial instruments as of
December 31 follows:
<TABLE>
<CAPTION>
1997 1996
--------------------------------- ------------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
-------- ----- -------- -----
<S> <C> <C> <C> <C>
Financial assets:
Cash and due from banks $ 3,884,277 3,884,277 3,455,553 3,455,553
Time deposits 20,275 20,725 500,000 500,000
Federal funds sold 4,878,000 4,878,000 13,000 13,000
Securities 10,703,635 10,703,635 14,696,191 14,696,191
Loans receivable 64,842,904 65,007,000 51,552,832 51,614,000
Financial liabilities:
Deposits 72,495,197 72,527,000 57,616,611 57,678,000
Federal funds sold and
securities sold under
repurchase agreements 4,117,994 4,117,994 4,744,838 4,744,838
Advances from FHLB 2,000,000 2,000,000 2,000,000 2,000,000
Note payable 250,000 250,000 200,000 200,000
<CAPTION>
Off-balance sheet instruments:
Notional Fair Notional Fair
Amount Value Amount Value
---------- ----- --------- -----
<S> <C> <C> <C> <C>
Loan commitments 1,587,000 -- 2,675,000 --
Letters of credit 91,000 -- 119,000 --
</TABLE>
42
<PAGE> 43
FIRST COMMUNITY CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(16) PARENT COMPANY FINANCIAL INFORMATION
<TABLE>
<CAPTION>
CONDENSED BALANCE SHEETS
DECEMBER 31, 1997 1996
- ----------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash $ 43,227 116,530
Investment in subsidiary bank, at equity 8,026,814 7,618,411
Dividend receivable from subsidiary 670,000 322,099
Other assets 35,585 10,587
---------- ---------
TOTAL ASSETS $8,775,626 7,951,097
========== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Dividends payable $ 413,515 374,627
Note payable 250,000 200,000
---------- ---------
TOTAL LIABILITIES 663,515 574,627
---------- ---------
SHAREHOLDERS' EQUITY 8,112,111 7,493,000
---------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $8,775,626 8,067,627
========== =========
<CAPTION>
CONDENSED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1997 1996 1995
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INCOME:
Dividends from subsidiary $ 670,000 1,282,099 212,070
EXPENSES:
Amortization of organization costs 4,000 3,513 2,719
Interest 17,068 3,751 --
Other 27,142 4,386 1,020
----------- ---------- -------
48,210 11,650 3,739
----------- ---------- -------
NET INCOME BEFORE INCOME TAXES AND
EQUITY IN UNDISTRIBUTED INCOME OF SUBSIDIARY 621,790 1,270,449 208,331
INCOME TAX BENEFITS 28,999 4,500 2,060
----------- ---------- -------
NET INCOME BEFORE EQUITY IN
UNDISTRIBUTED INCOME OF SUBSIDIARY 650,789 1,274,949 210,391
UNDISTRIBUTED INCOME OF SUBSIDIARY
(DIVIDENDS IN EXCESS OF EARNINGS) 403,807 (395,536) 395,130
----------- ---------- -------
NET INCOME $ 1,054,596 879,413 605,521
=========== ========== =======
</TABLE>
43
<PAGE> 44
FIRST COMMUNITY CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(16) PARENT COMPANY FINANCIAL INFORMATION, CONTINUED
<TABLE>
<CAPTION>
CONDENSED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997 1996 1995
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $1,054,596 879,413 605,521
Adjustments to reconcile net income to
net cash provided by operating activities:
Effect of subsidiary operations (403,807) 395,536 (395,130)
Increase in dividends receivable (347,901) (123,677) (198,422)
Other, net (24,999) (119) (11,969)
---------- ---------- --------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 277,889 1,151,153 --
---------- ---------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase and retirement of common stock (127,740) (1,137,834) --
Proceeds from note payable 50,000 200,000 --
Dividends paid (374,627) (198,422) --
Issuance of common stock 101,175 101,633 --
---------- ---------- --------
NET CASH USED BY FINANCING ACTIVITIES (351,192) (1,034,623) --
---------- ---------- --------
NET INCREASE (DECREASE) IN CASH (73,303) 116,530 --
CASH AT BEGINNING OF YEAR 116,530 -- --
---------- ---------- --------
CASH AT END OF YEAR $ 43,227 116,530 --
========== ========== ========
</TABLE>
44
<PAGE> 45
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no disagreements with the Company's independent
auditors on any matters of accounting principles or practices or financial
statement disclosure.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Information with respect to the directors and executive officers is
incorporated herein by reference to the Proxy Statement relating to the Annual
Meeting of Shareholders to be held April 22, 1998.
ITEM 10. EXECUTIVE COMPENSATION
Information with respect to executive compensation is incorporated
herein by reference to the Proxy Statement relating to the Annual Meeting of
Shareholders to be held April 22, 1998.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information with respect to the security ownership of certain
beneficial owners and management is incorporated herein by reference to the
Proxy Statement relating to the Annual Meeting of Shareholders to be held April
22, 1998.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to certain relationships and related
transactions is incorporated herein by reference to the Proxy Statement relating
to the Annual Meeting of Shareholders to be held April 22, 1998.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) List of Exhibits Filed
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
3.1 Charter of Registrant (previously filed as Exhibit 3(a) as
part of the Registration Statement on Form S-4 No. 33-75848,
filed March 1, 1994, which exhibit is incorporated herein by
reference).
3.2 Bylaws of Registrant (previously filed as Exhibit 3(b) as part
of the Registration Statement No. 33-75848, which exhibit is
incorporated herein by reference).
10.1 First Community Corporation 1994 Stock Option Plan (previously
filed as Appendix C to Registration Statement No. 33-75848,
which appendix is incorporated herein by reference).
10.2 First Community Corporation Outside Directors' Stock Option
Plan (previously filed as Appendix D to Registration Statement
No. 33-75848, which appendix is incorporated herein by
reference).
11 Statement Regarding Computation of Earnings Per Share
(included in Item 7-Financial Statements).
</TABLE>
45
<PAGE> 46
[S] [C]
21 Subsidiaries of the Registrant - The Registrant's sole
subsidiary is "First Community Bank of East Tennessee", a
Tennessee state chartered banking institution.
27 Financial Data Schedule (for SEC use only).
(b) Reports on Form 8-K. No reports on Form 8-K filed during the fourth
quarter of the Registrant's last fiscal year.
46
<PAGE> 47
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIRST COMMUNITY CORPORATION
(Registrant)
By: /s/ JOHN L. CAMPBELL
-----------------------------------
John L. Campbell, Chairman and
President (Chief Executive Officer)
Date: March 11, 1998
-----------------------------------
By: /S/ GEORGE E. BURNETT
-----------------------------------
George E. Burnett, Vice President
(Principal Financial Officer)
(Principal Accounting Officer)
Date: March 11, 1998
-----------------------------------
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
By: /S/ JOHN L. CAMPBELL
-----------------------------------
John L. Campbell, Chairman and
President (Chief Executive Officer)
Date: March 11, 1998
-----------------------------------
By: /S/ WILLIAM J. KRICKBAUM
-----------------------------------
William J. Krickbaum
Director
Date: March 11, 1998
-----------------------------------
By: /S/ LELAND A. DAVIS
-----------------------------------
Leland A. Davis
Director
Date: March 11, 1998
-----------------------------------
47
<PAGE> 48
By: /S/ DR. DAVID R. JOHNSON
--------------------------------
Dr. David R. Johnson
Director
Date: March 11, 1998
--------------------------------
By: /S/ SIDNEY K. LAWSON
--------------------------------
Sidney K. Lawson
Director
Date: March 11, 1998
--------------------------------
By: /S/ MELISSA LANE CAMPBELL
--------------------------------
Melissa Lane Campbell
Director
Date: March 11, 1998
--------------------------------
By: /S/ KENNETH E. JENKINS
--------------------------------
Kenneth E. Jenkins
Director
Date: March 11, 1998
--------------------------------
By: /S/ TOMMY W. YOUNG
--------------------------------
Tommy W. Young
Director
Date: March 11, 1998
--------------------------------
48
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 3,884
<INT-BEARING-DEPOSITS> 21
<FED-FUNDS-SOLD> 4,878
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 10,704
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 64,843
<ALLOWANCE> 751
<TOTAL-ASSETS> 88,699
<DEPOSITS> 72,495
<SHORT-TERM> 4,118
<LIABILITIES-OTHER> 1,974
<LONG-TERM> 2,000
0
0
<COMMON> 7,032
<OTHER-SE> 1,080
<TOTAL-LIABILITIES-AND-EQUITY> 88,699
<INTEREST-LOAN> 5,981
<INTEREST-INVEST> 920
<INTEREST-OTHER> 128
<INTEREST-TOTAL> 7,029
<INTEREST-DEPOSIT> 2,767
<INTEREST-EXPENSE> 3,117
<INTEREST-INCOME-NET> 3,912
<LOAN-LOSSES> 156
<SECURITIES-GAINS> 19
<EXPENSE-OTHER> 2,992
<INCOME-PRETAX> 1,646
<INCOME-PRE-EXTRAORDINARY> 1,646
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,055
<EPS-PRIMARY> 1.69
<EPS-DILUTED> 1.61
<YIELD-ACTUAL> 5.15
<LOANS-NON> 18
<LOANS-PAST> 79
<LOANS-TROUBLED> 55
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 644
<CHARGE-OFFS> 58
<RECOVERIES> 9
<ALLOWANCE-CLOSE> 751
<ALLOWANCE-DOMESTIC> 751
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
