10QSB 1 g84356e10qsb.htm FIRST COMMUNITY CORPORATION FIRST COMMUNITY CORPORATION
 

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB

     
(Mark One)  
     
x   Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2003
     
o   Transition report under Section 13 or 15(d) of the Exchange Act for the transition period from                   to                  

Commission File No. 33-86258

 
FIRST COMMUNITY CORPORATION

(Exact Name of Small Business Issuer as Specified in its Charter)
     
South Carolina   57-1010751

 
(State of Incorporation)   (I.R.S. Employer Identification)
 
5455 Sunset Boulevard, Lexington, South Carolina 29072

(Address of Principal Executive Offices)
 
(803) 951-2265

(Issuer“s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

     Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x      No o

     State the number of shares outstanding of each of the issuer“s classes of common equity, as of the latest practicable date:

     1,589,706 shares of common stock, par value $1.00 per share, were issued and outstanding as of July 31, 2003.

     Transitional Small Business Disclosure Format (check one): Yes o      No x

 


 

FIRST COMMUNITY CORPORATION
CONSOLIDATED BALANCE SHEETS

                         
            June 30,        
            2003   December 31,
            (Unaudited)   2002
           
 
       
ASSETS
               
Cash and due from banks
  $ 9,817,618     $ 7,698,671  
Interest-bearing bank balances
    859,099       935,536  
Federal funds sold and securities purchased under agreements to resell
    20,653,490       9,209,069  
Investment securities — available for sale
    52,783,487       64,767,700  
Investment securities — held to maturity (market value of $5,031,838 and $5,160,699 at June 30, 2003 and December 31, 2002, respectively)
    4,740,196       5,016,990  
Loans
    111,881,355       99,991,248  
Less, allowance for loan losses
    1,850,943       1,525,308  
 
   
     
 
   
Net loans
    110,030,412       98,465,940  
Property, furniture and equipment — net
    7,326,116       6,811,540  
Intangible assets
    852,642       942,295  
Other assets
    1,340,851       1,352,974  
 
   
     
 
     
Total assets
  $ 208,403,911     $ 195,200,715  
 
   
     
 
       
LIABILITIES
               
Deposits:
               
 
Non-interest bearing demand
  $ 35,551,885     $ 27,124,475  
 
NOW and money market accounts
    60,119,694       58,127,157  
 
Savings
    12,792,706       9,818,007  
 
Time deposits less than $100,000
    45,550,377       46,646,739  
 
Time deposits $100,000 and over
    27,860,368       26,346,095  
 
   
     
 
       
Total deposits
    181,875,030       168,062,473  
Securities sold under agreements to repurchase
    5,809,200       7,306,064  
Other borrowed money
    174,389       164,287  
Other liabilities
    1,468,995       1,229,168  
 
   
     
 
     
Total liabilities
    189,327,614       176,761,992  
 
   
     
 
       
SHAREHOLDERS’ EQUITY
               
Preferred stock, par value $1.00 per share; 10,000,000 shares authorized; none issued and outstanding
               
Common stock, par value $1.00 per share; 10,000,000 shares authorized; issued and outstanding 1,589,444 and 1,587,970 at June 30, 2003 and December 31, 2002, respectively
    1,589,444       1,587,970  
Additional paid in capital
    12,772,445       12,771,383  
Retained earnings
    4,180,637       3,414,234  
Accumulated other comprehensive income
    533,771       665,136  
 
   
     
 
     
Total shareholders’ equity
    19,076,297       18,438,723  
 
   
     
 
     
Total liabilities and shareholders’ equity
  $ 208,403,911     $ 195,200,715  
 
   
     
 

 


 

FIRST COMMUNITY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME

                       
          Six   Six
          Months Ended   Months Ended
          June 30,   June 30,
          2003   2002
          (Unaudited)   (Unaudited)
         
 
Interest income:
               
 
Loans, including fees
  $ 3,703,170     $ 3,446,608  
 
Investment securities
    1,226,715       1,239,981  
 
Federal funds sold and securities purchased under resale agreements
    94,446       80,825  
 
Other
    4,739       8,415  
 
   
     
 
     
Total interest income
    5,029,070       4,775,829  
 
   
     
 
Interest expense:
               
 
Deposits
    1,254,826       1,390,370  
 
Federal funds sold and securities sold under agreement to repurchase
    16,308       20,675  
 
Other borrowed money
    415       692  
 
   
     
 
   
Total interest expense
    1,271,549       1,411,737  
 
   
     
 
Net interest income
    3,757,521       3,364,092  
Provision for loan losses
    97,000       437,000  
 
   
     
 
Net interest income after provision for loan losses
    3,660,521       2,927,092  
 
   
     
 
Non-interest income:
               
 
Deposit service charges
    327,616       273,992  
 
Mortgage origination fees
    193,328       104,201  
 
Securities gains
          60,616  
 
Other
    186,613       173,074  
 
   
     
 
   
Total non-interest income
    707,557       611,883  
 
   
     
 
Non-interest expense:
               
 
Salaries and employee benefits
    1,610,326       1,291,092  
 
Occupancy
    184,468       150,390  
 
Equipment
    353,138       298,901  
 
Marketing and public relations
    155,064       113,497  
 
Amortization of intangibles
    89,654       92,640  
 
Other
    578,781       584,857  
 
   
     
 
   
Total non-interest expense
    2,971,431       2,531,377  
 
   
     
 
Net income before tax
    1,396,647       1,007,598  
Income taxes
    487,250       349,850  
 
   
     
 
Net income
  $ 909,397     $ 657,748  
 
   
     
 
Basic earnings per common share
  $ 0.57     $ 0.41  
 
   
     
 
Diluted earnings per common share
  $ 0.55     $ 0.40  
 
   
     
 

 


 

FIRST COMMUNITY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME

                       
          Three   Three
          Months Ended   Months Ended
          June 30,   June 30,
          2003   2002
          (Unaudited)   (Unaudited)
         
 
Interest income:
               
 
Loans, including fees
  $ 1,882,690     $ 1,753,424  
 
Investment securities
    583,849       635,070  
 
Federal funds sold and securities purchased under resale agreements
    50,589       45,464  
 
Other
    2,091       4,359  
 
   
     
 
     
Total interest income
    2,519,219       2,438,317  
 
   
     
 
Interest expense:
               
 
Deposits
    608,131       668,008  
 
Federal funds sold and securities sold under agreement to repurchase
    7,581       10,769  
 
Other borrowed money
    214       324  
 
   
     
 
   
Total interest expense
    615,926       679,101  
 
   
     
 
Net interest income
    1,903,293       1,759,216  
Provision for loan losses
    45,000       260,000  
 
   
     
 
Net interest income after provision for loan losses
    1,858,293       1,499,216  
 
   
     
 
Non-interest income:
               
 
Deposit service charges
    173,025       141,843  
 
Mortgage origination fees
    99,994       51,026  
 
Securities gains
          60,616  
 
Other
    125,319       109,429  
 
   
     
 
   
Total non-interest income
    398,338       362,914  
 
   
     
 
Non-interest expense:
               
 
Salaries and employee benefits
    853,658       659,787  
 
Occupancy
    88,487       77,889  
 
Equipment
    190,824       156,217  
 
Marketing and public relations
    78,236       61,060  
 
Amortization of intangibles
    44,528       46,320  
 
Other
    294,760       332,205  
 
   
     
 
   
Total non-interest expense
    1,550,493       1,333,478  
 
   
     
 
Net income before tax
    706,138       528,652  
Income taxes
    246,850       183,400  
 
   
     
 
Net income
  $ 459,288     $ 345,252  
 
   
     
 
Basic earnings per common share
  $ 0.29     $ 0.22  
 
   
     
 
Diluted earnings per common share
  $ 0.28     $ 0.21  
 
   
     
 

 


 

FIRST COMMUNITY CORPORATION
Statement of Changes in Shareholder’s Equity and Comprehensive Income
Six Months ended June 30, 2002 and June 30, 2003

                                                   
                                      Accumulated        
                      Additional           Other        
      Shares   Common   Paid-in   Retained   Comprehensive        
      Issued   Stock   Capital   Earnings   Income   Total
     
 
 
 
 
 
Balance, December 31, 2001
    1,270,609     $ 1,270,609     $ 13,088,744     $ 2,144,611     $ 272,238     $ 16,776,202  
Comprehensive Income:
                                               
 
Net income
                            657,748               657,748  
 
Accumulated other comprehensive income net of income tax of $68,941
                                    145,842       145,842  
 
                                           
 
Total comprehensive income
                                            803,590  
 
                                           
 
Cash dividend ($0.04 per share)
                            (63,519 )             (63,519 )
5-for-4 stock split
    317,361       317,361       (317,361 )     (4,181 )             (4,181 )
 
   
     
     
     
     
     
 
Balance, June 30, 2002
    1,587,970     $ 1,587,970     $ 12,771,383     $ 2,734,659     $ 418,080     $ 17,512,092  
 
   
     
     
     
     
     
 
Balance, December 31, 2002
    1,587,970     $ 1,587,970     $ 12,771,383     $ 3,414,234     $ 665,136     $ 18,438,723  
Comprehensive Income:
                                               
 
Net income
                            909,397               909,397  
 
Accumulated other comprehensive (loss) net of income tax benefit of $77,282
                                    (131,365 )     (131,365 )
 
                                           
 
Total comprehensive income
                                            778,032  
 
                                           
 
Cash dividend ($0.10 per share)
                            (142,994 )             (142,994 )
Options exercised
    1,474       1,474       1,062                     2,536  
 
   
     
     
     
     
     
 
Balance, June 30, 2003
    1,589,444     $ 1,589,444     $ 12,772,445     $ 4,180,637     $ 533,771     $ 19,076,297  
 
   
     
     
     
     
     
 

 


 

FIRST COMMUNITY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
                         
Six months ended June 30,

2003 2002


Cash flows from operating activities:
               
 
Net income
  $ 909,397     $ 657,748  
 
Adjustments to reconcile net income to net cash used in operating activities:
               
   
Depreciation
    283,034       241,529  
   
Premium amortization (discount accretion)
    137,567       47,812  
   
Provision for loan losses
    97,000       437,000  
   
Amortization of intangibles
    89,653       92,640  
   
Gain on sale of securities
          (60,616 )
   
Increase in other assets
    98,771       (286,378 )
   
Increase (decrease) in other liabilities
    239,827       (305,878 )
     
     
 
     
Net cash provided in operating activities
    1,855,249       823,857  
     
     
 
Cash flows from investing activities:
               
 
Purchase of investment securities available-for-sale
    (20,900,224 )     (24,514,711 )
 
Maturity of investment securities available-for-sale
    32,545,651       16,226,055  
 
Purchase of investment securities held-to-maturity
    (500,000 )     (443,377 )
 
Maturity of investment securities held-to-maturity
    760,000        
 
Increase in loans
    (11,661,472 )     (9,098,560 )
 
Purchase of property and equipment
    (797,610 )     (380,668 )
     
     
 
       
Net cash used in investing activities
    (553,655 )     (18,211,261 )
     
     
 
Cash flows from financing activities:
               
 
Increase in deposit accounts
    13,812,557       21,071,542  
 
Increase in securities sold under agreements to repurchase
    (1,496,864 )     1,027,100  
 
Increase (Decrease) in other borrowings
    10,102       (35,985 )
 
Proceeds from exercise of stock options
    2,536        
 
Dividends paid
    (142,994 )     (63,519 )
 
Cash in lieu of fractional shares
          (4,181 )
     
     
 
       
Net cash provided from financing activities
    12,185,337       21,994,957  
     
     
 
Net increase (decrease) in cash and cash equivalents
    13,486,931       4,607,553  
Cash and cash equivalents at beginning of period
    17,843,276       14,838,805  
     
     
 
Cash and cash equivalents at end of period
  $ 31,330,207     $ 19,446,358  
     
     
 
Supplemental disclosure:
               
 
Cash paid during the period for:
               
   
Interest
  $ 1,247,867     $ 1,545,408  
   
Income taxes
  $ 525,000     $ 522,987  
 
Non-cash investing and financing activities:
               
   
Unrealized gain (loss) on securities available-for-sale
  $ (218,013 )   $ 179,178  


 

FIRST COMMUNITY CORPORATION

Note to Consolidated Financial Statements
June 30, 2003

Note 1 — Basis of Presentation

  The consolidated financial statements include the accounts of First Community Corporation and its wholly owned subsidiary First Community Bank, N.A. All material inter-company transactions are eliminated in consolidation. In the opinion of management, the unaudited financial statements reflect all adjustments necessary for a fair presentation of the balance sheet and results of operations for the periods presented.

Note 2 — EARNINGS PER SHARE

  The following reconciles the numerator and denominator of the basic and diluted earnings per share computation:

                                         
Six months ended June 30, Three months ended March 31,
2003 2002 2003 2002




Numerator (included in basic and diluted earnings per share)
  $ 909,397     $ 657,748     $ 459,288     $ 345,252  
     
     
     
     
 
Denominator
                               
 
Weighted average common shares outstanding for:
                               
   
Basic earnings per share
    1,588,719       1,587,970       1,589,444       1,587,970  
     
Dilutive securities:
                               
       
Stock options — Treasury stock method
    72,140       66,688       75,323       62,052  
     
     
     
     
 
   
Diluted earnings per share
    1,660,859       1,654,658       1,664,767       1,650,022  
     
     
     
     
 
The average market price used in calculating assumed number of shares
  $ 17.77     $ 12.58     $ 18.45     $ 13.52  
     
     
     
     
 

Note 3 — Stock Based Compensation

  The company has a stock based compensation plan as of June 30, 2003. The accounting for the plan is based on Accounting Principles Board Opinion No. #25 (APB 25). Accordingly, no compensation cost has been recognized in the financial statements. In accordance with Statement of Financial Accounting Standard No. 123 “Accounting for Stock Based Compensation” (SFAS 123) the company has elected to provide the disclosure-only option provided for by SFAS 123.

                                   
Six months ended June 30, Three months ended March 31,
2003 2002 2003 2002




Net income as reported
  $ 909,397     $ 657,748     $ 459,288     $ 345,252  
Less: Stock based compensation using fair value method (net of tax)
    10,300       11,650       5,000       5,834  
     
     
     
     
 
Pro forma net income
  $ 899,097     $ 646,098     $ 454,288     $ 339,418  
     
     
     
     
 
 
Basic earnings per share
                               
 
As reported
  $ 0.57     $ 0.41     $ 0.29     $ 0.22  
 
Pro forma
  $ 0.57     $ 0.41     $ 0.29     $ 0.21  
Diluted earnings per share
                               
 
As reported
  $ 0.55     $ 0.40     $ 0.28     $ 0.21  
 
Pro forma
  $ 0.54     $ 0.39     $ 0.27     $ 0.21  


 

Item 2. Management’s Discussion and Analysis

This Report contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements are based on many assumptions and estimates and are not guarantees of future performance. Our actual results may differ materially from those projected in the forward-looking statements, as they will depend on many factors, which are beyond our control. The words “may,” “would,” “could,” “will,” “expect,” “anticipate,” “believe,” “intend,” “plan,” and “estimate,” as well as similar expressions, are meant to identify such forward-looking statements. Potential risk and uncertainties include but are not limited to:

    significant increases in competitive pressure in the banking and financial services industries;
 
    changes in the interest rate environment which could reduce anticipated or actual margins;
 
    changes in political conditions or the legislative or regulatory environment;
 
    the level of allowance for loan loss;
 
    the rate of delinquencies and amounts of charge-offs;
 
    the rate of loan growth;
 
    adverse changes in asset quality and resulting credit risk-related losses and expenses;
 
    general economic conditions, either nationally or regionally and especially in primary service area, becoming less favorable than expected resulting in, among other things, a deterioration in credit quality;
 
    changes occurring in business conditions and inflation;
 
    changes in technology;
 
    changes in monetary and tax policies;
 
    changes in securities markets; and
 
    other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission.

Comparison of Results of Operations for Six Months Ended June 30, 2003 to the Six Months Ended June 30, 2002:

Net Income

The Company’s net income was $909,000 or $.55 diluted earnings per share for the six months ended June 30, 2003 as compared to net income of $658,000 or $.40 per share for the six months ended June 30, 2002. This improvement in net income reflects the continued growth in the level of earning assets during the two periods. The level of average earning assets was $189.8 million for the six months ended June 30, 2003 as compared to $154.6 million for the six months ended June 30, 2002. This reflects a 22.8% increase in the level average earning assets for the two periods. The increase in average earning assets resulted in an increase in net interest income of

 


 

   
Item 2. Management’s Discussion and Analysis (Continued) Page 2

$393,000 in the first half of 2003 as compared to the first half of 2002. In addition, non-interest income increased $96,000 in first six months of 2003 as compared to the first six months of 2002. This increase results primarily from increased deposit account service fees of $54,000 and mortgage loan fees of $89,000. The increases in net interest income and non-interest income were offset by an increase of $440,000 in non-interest expense in the first six months of 2003 as compared to the first six months of 2002. During the first six months of 2003 the company had income tax expense of $487,000 as compared to $350,000 for the comparable period in 2002.

Net Interest Income

The table on page 9 shows yield and rate data for interest-bearing balance sheet components during the six month periods ended June 30, 2003 and 2002, along with average balances and the related interest income and interest expense amounts.

Net interest income was $3.8 million during the six months ended June 30, 2003 as compared to $3.4 million for the six months ended June 30, 2002. The yield on earning assets for the six months ended June 30, 2003 was 5.3% as compared to 6.2% for the six months ended June 30, 2002. The cost of interest bearing liabilities also came down in the first six months of 2003 to 1.7% compared to 2.2% for the six months ended June 30, 2002. The largest component of interest income for the six months ended June 30, 2003 was interest on loans and amounted to $3.7 million as compared to $3.4 million for the comparable prior year period. The overall yield on loans was 7.0% for the six months ended June 30, 2003 as compared to 7.6% for the six months ended June 30, 2002. The investment portfolio income decreased slightly by $13,000 during the first six months of 2003 as compared to the same period in 2002. The increase of $12.2 million in average investment balances from $52.2 million during 2002 to $64.4 million during 2003 was more than offset by a decline in the yield realized on investments during the two periods. The average yield on the investment portfolio for the first six months of 2003 was 3.8% as compared to 4.8% during the same period of 2002. Interest income on short-term overnight investments was $99,000 for the six months ended June 30, 2003 as compared to $89,000 for the six month period ended June 30, 2002. The yield on these overnight investments dropped from 1.7% for the six months ended June 30 2002 to 1.1% for the first six months of 2003. The average balances were $18.2 million for the six months ended June 30, 2003 as compared to $10.6 million for the same period in 2002.

Interest expense during the six months ended June 30, 2003 was $1.3 million with an average rate paid on interest-bearing liabilities of 1.7% as compared to $1.4 million and 2.2% during the six months ended June 30, 2002. Average interest-bearing liabilities increased to $153.4 million for the six months ended June 30, 2003 as compared to $128.0 million for the six months ended June 30, 2002.

The company is liability sensitive and as a result would generally benefit from decreasing market rates and is negatively impacted during a rising rate environment. The company closely monitors the pricing and maturity of its assets and liabilities in order to diminish the potential adverse impact that changes in interest rates could have on its net interest income. The company has

 


 

   
Item 2. Management’s Discussion and Analysis (Continued) Page 3

established guidelines for monitoring interest sensitivity and uses both a gap analysis and asset/liability modeling to assess and monitor the impact of changing interest rates. Neither of these methods are precise indicators of the interest sensitivity position of the company due to the many factors that affect net interest income including changes in the volume and mix of earning assets and interest-bearing liabilities. Due to the fact that market interest rates are at their lowest levels in many years, further declines in interest rates may not result in the same magnitude of change in asset and liability repricing and would result in a adverse pressure on the company’s net interest margin. Certain core deposits may have already priced to floor levels, making it unlikely that the company could adjust these liability rates by the same magnitude of any further rate declines.

Provision and Allowance for Loan Losses

At June 30, 2003 the allowance for loan losses amounted to $1.9, or 1.6% as compared to $1.6 million or 1.5% at December 31, 2002. The company’s provision for loan loss was $97,000 for the six months ended June 30, 2003 as compared to $437,000 for the six months ended June 30, 2002. The provision was made based on management’s assessment of general loan loss risk and asset quality. The objective of management is to maintain the allowance for loan losses at approximately 1.1% to 1.5% of total loans. During 2002 management began to build it’s reserves to the mid to upper range of this objective due to declining economic conditions and increased charge-offs in 2001 and 2002. During the first six months of 2003 the company has recovered certain of these charge-offs and has slightly exceeded its target for the allowance for loan losses. As a result, the provision for loan losses was funded at a lower amount for the six months ended June 30, 2003 as compared to the same period in 2002. At June 30, 2003 the company had $138,000 in loans delinquent more than 90 days, and loans totaling $335,000 that were delinquent more than 30 days. The company had two loans in a nonaccrual status in the amount of $242,000 at June 30, 2003.

 


 

   
Item 2. Management’s Discussion and Analysis (Continued) Page 4

Allowance for Loan Losses

                     
(Dollars in thousands)   Six Month Ended June 30
   
        2003   2002
       
 
Average loans outstanding
  $ 107,227     $ 91,794  
 
   
     
 
Loans outstanding at period end
  $ 111,881     $ 96,478  
 
   
     
 
Total non-performing loans
  $ 242     $ 93  
 
   
     
 
Beginning balance of allowance
  $ 1,525     $ 1,000  
Loans charged-off:
               
 
1-4 family residential mortgage
           
 
Home equity
           
 
Commercial
          141  
 
Installment & credit card
    6       1  
 
   
     
 
   
Total loans charged-off
    6       142  
 
   
     
 
Recoveries:
               
 
1-4 family residential mortgage
           
 
Home equity
           
 
Commercial
    234       3  
 
Installment & credit card
    1        
 
   
     
 
   
Total recoveries
    235       3  
 
   
     
 
Net loan charge offs (recoveries)
    229       139  
 
   
     
 
Provision for loan losses
    97       437  
 
   
     
 
Balance at period end
  $ 1,851     $ 1,298  
 
   
     
 
Net charge-offs to average loans
    (0.21 %)     0.15 %
Allowance as percent of total loans
    1.65 %     1.35 %
Non-performing loans as % of total loans
    0.21 %     0.09 %
Allowance as % of non-performing loans
    764.9 %     1,395.7 %

Accrual of interest is discontinued on loans when management believes, after considering economic and business conditions and collection efforts that a borrower’s financial condition is such that the collection of interest is doubtful. A delinquent loan is generally placed in nonaccrual status when it becomes 90 days or more past due. At the time a loan is placed in nonaccrual status, all interest, which has been accrued on the loan but remains unpaid is reversed and deducted from earnings as a reduction of reported interest income. No additional interest is accrued on the loan balance until the collection of both principal and interest becomes reasonably certain.

Potential Problem Loans. A potential problem loan is one in which management has serious doubts about the borrower’s future performance under the terms of the loan contract. These loans are current as to principal and interest and, accordingly, they are not included in nonperforming assets categories. At June 30, 2003, the company had no loans considered by management to be potential problem loans. The level of potential problem loans is one factor to be used in the determination of the adequacy of the allowance for loan losses.

 


 

   
Item 2. Management’s Discussion and Analysis (Continued) Page 5

Non-interest Income and Expense

Non-interest income during the six months ended June 30, 2003 was $708,000 as compared to $612,000 for the six months ended June 30, 2002. Non-interest income for the six months ended June 30, 2002 included a gain on the sale of securities available-for-sale of $61,000. Increases in non-interest income included an increase in deposit service charges of $54,000 as well as an increase in mortgage loan fees of $89,000 from $104,000 in 2002 to $193,000 in 2003. The increase in deposit service charges is a result of the growth in deposits between the two periods. The increase in mortgage loan fees is a result of the extremely low mortgage loan rates and the resulting increased home purchases and refinancings.

Total non-interest expense increased by $440,000 during the first six months of 2003 as compared to the same period of 2002. Salaries and employee benefits increased $319,000 in the first six months of 2003 as compared to the same period in 2002. The bank had nine more full time equivalent employees at June 30, 2003 as compared to the same date in 2002. The increase in staffing is a result of increasing staff throughout the company as a result of continued growth. Equipment expense increased to $353,000 in the first six months of 2003 as compared to $299,000 in the same period of 2002. The increase in equipment expense is a result increases in maintenance contracts as well as additional cost to upgrade equipment. A $42,000 increase in marketing expense is a result of planned adjustments to marketing efforts in 2003 as compared to 2002.

Comparison of Results of Operations for Three Months Ended June 30, 2003 to the Three Months Ended June 30, 2002:

Net income for the second quarter of 2003 was $459,000 ($0.28 per diluted share), as compared to $345,000 ($0.21 per diluted share) during the comparable period in 2002. This increase is partially due to an increase in net interest income of $144,000 for the three months ended June 30, 2003 from $1.8 million in 2002 to $1.9 million in 2002. In addition, non-interest income increased by $35,000 from $363,000 for the six months ended June 30, 2002 to $398,000 in the same period of 2003.

Average earning assets were $190.9 million during the second quarter of 2003 as compared to $160.0 million during the second quarter of 2002. The table on page 10 shows yield and rate data for interest-bearing balance sheet components during the three month periods ended June 30, 2003 and 2002, along with average balances and the related interest income and interest expense amounts. The yield on average earning assets decreased to 5.3% in the second quarter of 2003 as compared to 6.1% in the second quarter of 2002. The cost of interest bearing liabilities was 1.6% in second quarter of 2003 as compared to 2.0% in the second quarter of 2002.

Total non-interest income increased by $35,000 during the second quarter of 2003 as compared to the same period in 2002. Non-interest income in 2002 includes a $61,000 gain on the sale of

 


 

   
Item 2. Management’s Discussion and Analysis (Continued) Page 6

securities and no gains were realized in the second quarter of 2003. Deposit service charges increased by $31,000 and mortgage loan fees increased by $49,000 in the three months ended June 30, 2003 as compared to the same period in 2002. As explained in the six month results increased deposit balances and the low interest rate environment contributed to these increases.

The provision for loan losses was $45,000 for the three months ended June 30, 2003 as compared to $260,000 during the same period in 2002. As explained in the analysis of the six months results the company began to build its allowance for loan losses in 2002 and has subsequently recovered certain prior charge-offs and has funded the allowance at lower levels in 2003 as compared to 2002.

Total non-interest expense increased by $217,000 in the second quarter of 2003 as compared to the same quarter of 2002. This increase is primarily a result of a $194,000 increase in salary and benefits expense, and a $35,000 increase in equipment expense. The increase in salary and benefits was a result of having approximately eight more full time equivalent employees during the second quarter of 2003 as compared to the same period in 2002. The increase in equipment expense was primarily a result of cost associated with upgrading data communications equipment between branches as well as introducing internet banking in the second quarter of 2003.

Financial Position

Assets totaled $208.4 million at June 30, 2003 as compared to $195.2 million at December 31, 2002 an increase of $13.2 million. At June 30, 2003, loans accounted for 58.6% of earning assets, as compared to 55.6% at December 31, 2002. Loans grew by $11.9 million during the six months ended June 30, 2003 from $100.0 million at December 31, 2002 to $111.9 million at June 30, 2003. The loan to deposit ratio at June 30, 2003 was 61.5% as compared to 59.5% at December 31, 2002. It is anticipated that this ratio will increase as management attempts to invest more of its assets in the higher earning loan portfolio as compared to the investment portfolio. Earning asset growth was funded by growth in deposits of $13.8 million from $168.1 million at December 31, 2002 to $181.9 million at June 30, 2003.

Loans. Loans typically provide higher yields than the other types of earning assets, and thus one of the bank’s goals is to have loans be the largest category of the bank’s earning assets Associated with the higher loan yields are the inherent credit and liquidity risks which management attempts to control and counterbalance. Management is committed to achieving its asset mix goals management without sacrificing asset quality. Loans averaged $107.2 million during for the six months ended June 30, 2003.

 


 

   
Item 2. Management’s Discussion and Analysis (Continued) Page 7

     The following table shows the composition of the loan portfolio by category:

                                     
(In thousands)   June 30   December 31,
       
 
    2003   2002
       
 
        Amount   Percent   Amount   Percent
       
 
 
 
Commercial, financial & agricultural
  $ 11,392       10.2 %   $ 10,688       10.7 %
Real estate:
                               
 
Construction
    5,261       4.7 %     7,533       7.5 %
 
Mortgage — residential
    10,507       9.4 %     11,055       11.1 %
 
Mortgage — commercial
    68,938       61.6 %     55,290       55.3 %
Consumer
    15,783       14.1 %     15,425       15.4 %
 
   
     
     
     
 
   
Total gross loans
    111,881       100.0 %     99,991       100.0 %
 
           
             
     
 
Allowance for loan losses
    (1,851 )             (1,525 )        
 
   
             
         
   
Total net loans
  $ 110,030             $ 98,466          
 
   
             
         

In the context of this discussion, a real estate mortgage loan is defined as any loan, other than loans for construction purposes, secured by real estate, regardless of the purpose of the loan. The company follows the common practice of financial institutions in the company’s market area of obtaining a security interest in real estate whenever possible, in addition to any other available collateral. This collateral is taken to reinforce the likelihood of the ultimate repayment of the loan and tends to increase the magnitude of the real estate loan components. Generally the company limits the loan-to-value ratio to 80%.

Liquidity and Capital Resources

The company’s liquidity remains adequate to meet operating and loan funding requirements. Federal funds sold and investment securities available-for sale represent 35.2% of total assets June 30, 2003. Management believes that its existing stable base of core deposits along with continued growth in this deposit base will enable the company to meet its long and short term liquidity needs successfully. These needs include the ability to respond to short-term demand for funds caused by the withdrawal of deposits, maturity of repurchase agreements, term extensions of credit and for the payment of operating expenses. Sources of liquidity in addition to deposit gathering activities include maturing loans and investments, purchase of federal funds from other financial institutions and selling securities under agreements to repurchase. The company monitors closely the level of large certificates of deposits in amounts of $100,000 or more as they tend to be extremely sensitive to interest rate levels, and thus less reliable sources of funding for liquidity purposes. At June 30, 2003 the amount of certificates of deposits of $100,000 or more represented 15.3% of total deposits. These deposits are issued to local customers many of which have other product relationships with the bank and none are brokered deposits. Through the operations of our bank, we have made contractual commitments to extend credit in the ordinary course of our business activities. These commitments are legally binding

 


 

   
Item 2. Management’s Discussion and Analysis (Continued) Page 8

agreements to lend money to our customers at predetermined interest rates for a specified period of time. At June 30, 2003, we had issued commitments to extend credit of $20.3 million, including $9.5 million in unused home equity lines of credit, through various types of lending arrangements. We evaluate each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by us upon extension of credit, is based on our credit evaluation of the borrower. Collateral varies but may include accounts receivable, inventory, property, plant and equipment, commercial and residential real estate. We manage the credit risk on these commitments by subjecting them to normal underwriting and risk management processes. Management is not aware of any trends, events or uncertainties that may result in a significant adverse effect on the company’s liquidity position. However, no assurances can be given in this regard, as rapid growth, deterioration in loan quality, and poor earnings, or a combination of these factors, could change the company“s liquidity position in a relatively short period of time.

     The capital needs of the company have been primarily met to date through the initial common stock offering which raised approximately $6.8 million and in July 1998 the company raised an additional $6.6 million in net proceeds through a secondary offering. This capital along with continued retained earnings is expected to be sufficient to fund the operations of the bank. The company’s management anticipates that the bank will remain a well capitalized institution. Shareholders’ equity was 9.2% of total assets at June 30, 2003 as compared to 9.4% at December 31, 2002. The bank’s risked-based capital ratios of Tier 1, total capital and leverage ratio were 11.0%, 12.2% and 7.1%, respectively at June 30, 2003. The company’s risked-based capital ratios of Tier 1, total capital and leverage ratio were 13.3%, 14.6% and 8..7%, respectively at June 30, 2003. This compares to required OCC and Federal Reserve regulatory capital guidelines for Tier 1 capital, total capital and leverage capital ratios of 4.0%, 8.0% and 3.0%, respectively.

 


 

   
Item 2. Management’s Discussion and Analysis (Continued) Page 9

FIRST COMMUNITY CORPORATION
Yields on Average Earning Assets and Rates
on Average Interest-Bearing Liabilities

                                                         
            Six months ended June 30, 2003   Six months ended June 30, 2002
           
 
 
            Average   Interest   Yield/   Average   Interest   Yield/
            Balance   Earned/Paid   Rate   Balance   Earned/Paid   Rate
           
 
 
 
 
 
Assets
                                               
Earning assets
                                               
 
Loans
  $ 107,227,473     $ 3,703,170       6.96 %   $ 91,794,082     $ 3,446,608       7.57 %
 
Securities:
    64,377,167       1,226,715       3.84 %     52,152,712       1,239,981       4.79 %
 
Federal funds sold and securities purchased under agreements to resell
    18,157,439       99,185       1.10 %     10,608,097       89,240       1.70 %
 
   
     
     
     
     
     
 
       
Total earning assets
    189,762,079       5,029,070       5.34 %     154,554,891       4,775,829       6.23 %
 
   
     
     
     
     
     
 
Cash and due from banks
    6,286,097                       4,581,508                  
Premises and equipment
    7,159,032                       6,641,525                  
Other assets
    2,170,242                       2,337,079                  
Allowance for loan losses
    (1,655,390 )                     (1,073,196 )                
 
   
                     
                 
       
Total assets
  $ 203,722,060                     $ 167,041,807                  
 
   
                     
                 
Liabilities
Interest-bearing liabilities
                                               
 
Interest-bearing transaction accounts
$ 32,884,957     $ 33,564       0.21 %   $ 22,643,426     $ 36,218       0.32 %
 
Money market accounts
    27,364,584       135,543       1.00 %     26,802,687       216,577       1.63 %
 
Savings deposits
    11,420,672       42,092       0.74 %     8,634,107       40,997       0.96 %
 
Time deposits
    75,103,232       1,043,627       2.80 %     64,909,050       1,096,578       3.41 %
 
Other short term borrowings
    6,661,708       16,723       0.51 %     4,974,511       21,367       0.87 %
 
   
     
     
     
     
     
 
     
Total interest-bearing liabilities
    153,435,153       1,271,549       1.67 %     127,963,781       1,411,737       2.22 %
 
   
     
     
     
     
     
 
Demand deposits
    30,330,078                       21,037,507                  
Other liabilities
    1,231,100                       970,709                  
Shareholders’ equity
    18,725,729                       17,069,810                  
 
   
                     
                 
   
Total liabilities and shareholders’ equity
  $ 203,722,060                     $ 167,041,807                  
 
   
                     
                 
Net interest spread
                    3.67 %                     4.01 %
Net interest income/margin
          $ 3,757,521       3.99 %           $ 3,364,092       4.39 %
 
           
                     
         

 


 

   
Item 2. Management’s Discussion and Analysis (Continued) Page 10

FIRST COMMUNITY CORPORATION
Yields on Average Earning Assets and Rates
on Average Interest-Bearing Liabilities

                                                         
            Three months ended June 30, 2003   Three months ended June 30, 2002
           
 
            Average   Interest   Yield/   Average   Interest   Yield/
            Balance   Earned/Paid   Rate   Balance   Earned/Paid   Rate
           
 
 
 
 
 
Assets
                                               
Earning assets
                                               
 
Loans
  $ 110,424,115     $ 1,882,690       6.84 %   $ 93,915,833     $ 1,753,424       7.49 %
 
Securities:
    60,819,866       583,849       3.85 %     54,491,313       635,070       4.67 %
 
Federal funds sold and securities purchased under agreements to resell
    19,692,430       52,680       1.07 %     11,586,434       49,823       1.72 %
 
   
     
     
     
     
     
 
       
Total earning assets
    190,936,411       2,519,219       5.29 %     159,993,580       2,438,317       6.11 %
 
   
     
     
     
     
     
 
Cash and due from banks
    6,678,217                       4,841,241                  
Premises and equipment
    7,240,775                       6,659,861                  
Other assets
    2,131,256                       2,392,213                  
Allowance for loan losses
    (1,754,896 )                     (1,105,822 )                
 
   
                     
                 
       
Total assets
  $ 205,231,763                     $ 172,781,073                  
 
   
                     
                 
Liabilities
                                               
Interest-bearing liabilities
                                               
 
Interest-bearing transaction accounts
  $ 34,972,116     $ 17,466       0.20 %   $ 25,864,437     $ 20,001       0.31 %
 
Money market accounts
    24,676,343       59,315       0.96 %     27,868,406       110,173       1.59 %
 
Savings deposits
    12,630,698       24,079       0.76 %     8,945,638       21,328       0.96 %
 
Time deposits
    75,424,256       507,271       2.70 %     64,912,660       516,507       3.19 %
 
Other short term borrowings
    6,196,613       7,795       0.50 %     5,010,402       11,092       0.89 %
 
   
     
     
     
     
     
 
     
Total interest-bearing liabilities
    153,900,026       615,926       1.61 %     132,601,543       679,101       2.05 %
 
   
     
     
     
     
     
 
Demand deposits
    31,189,323                       22,094,743                  
Other liabilities
    1,292,922                       924,452                  
Shareholders’ equity
    18,849,492                       17,160,335                  
 
   
                     
                 
   
Total liabilities and shareholders’ equity
  $ 205,231,763                     $ 172,781,073                  
 
   
                     
                 
Net interest spread
                    3.68 %                     4.06 %
Net interest income/margin
          $ 1,903,293       4.00 %           $ 1,759,216       4.41 %
 
           
                     
         

 


 

PART II
OTHER INFORMATION

Item 1. Legal Proceedings.

     There are no material pending legal proceedings to which the company or any of its subsidiaries is a party or of which any of their property is the subject.

Item 2. Changes in Securities.

     (a)  Not applicable

     (b)  Not applicable

Item 3. Defaults Upon Senior Securities.

     Not Applicable

Item 4. Submission of Matters to a Vote of Security Holders.

     The Annual Meeting of Shareholders was held on April 24, 2003. The following three directors were elected at the meeting:

                 
    VOTES
   
    For   Against/Withheld
   
 
Chimin J. Chao
    1,284,645       1,437  
James C. Leventis
    1,284,645       1,437  
Loretta R. Whitehead
    1,284,645       1,437  

The following ten Directors term of office continued after the meeting:

     
Richard K. Bogan   George H. Fann
Thomas C. Brown   W. James Kitchens, Jr.
Michael C. Crapps   Angelo L. Tsiantis
Hinton G. Davis   Mitchell M. Willoughby
Anita B. Easter    
O.A. Ethridge DMD    

 


 

ITEM 5. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation of the Registrant’s disclosure controls and procedures (as defined in Section 13(a) 4(c) of the Securities Exchange Act of 1934 (the “Act”)) was carried out under the supervision and with the participation of the Registrant’s Chief Executive Officer, Chief Financial Officer within the 90-day period preceding the filing date of this Quarterly report. The Registrant’s Chief Executive Officer and Chief Financial Officer concluded that the Registrant’s disclosure controls and procedures as currently in effect are effective in ensuring that the information required to be disclosed by the Registrant in the reports it files or submits under the Act is (i) accumulated and communicated to the Registrant’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Controls

In the quarter ended June 30, 2003, the Registrant did not make any significant changes in, nor take any corrective actions regarding, its internal controls or other factors that could significantly affect those controls.

Item 6. Exhibits and Reports on Form 8-K.

         
(a)    The following documents are filed as part of this report:
 
    3.1   Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement No. 33-86258 on Form S-1).
 
    3.2   Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement No. 33-86258 on Form S-1).
 
    4.1   Provisions in the Company’s Articles of Incorporation and Bylaws defining the rights of holders of the Company’s Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement No. 33-86258 on Form S-1).
 
    10.1   Employment Agreement dated June 1, 1994, by and between Michael C. Crapps and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement no. 33-86258 on Form S-1).*
 
    10.2   Employment Agreement dated June 1, 1994, by and between James C. Leventis and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement No. 33-86258 on Form S-1).*
 
    10.3   First Community Corporation 1999 Stock Incentive Plan (Incorporated by reference to the company’s 1998 Annual Report on form 10KSB)
 
    10.4   Employment Agreement dated September 2, 2002 by and between David K. Proctor and the company (incorporated by reference to the company’s 2002 Annual report on form 10KSB).*
 
    10.5   Employment Agreement dated June 12, 2002 by and between Joseph G. Sawyer and the Company (incorporated by reference to the company’s 2002 Annual report on form 10KSB).*
 
    99.1   Certification Pursuant to 18 U.S. C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*   Denotes executive compensation contract or arrangement.

 


 

  (b)   Reports on Form 8-K.
 
      A report on form 8-K was filed April 24, 2003 announcing the company’s results for the first quarter of 2003 and announcing that the board of directors had approved a quarterly cash dividend. The company declared a $.05 per share dividend, payable May 15, 2003 to shareholders of record as of April,30 2003.
 
      No other reports on Form 8-K were filed in the second quarter of 2003.

 


 

SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

       
  FIRST COMMUNITY CORPORATION

(REGISTRANT)
 
         
 
Date August 11, 2003 By:   /s/ Michael C. Crapps

Michael C. Crapps
President and Chief Executive Officer
 
         
 
  By:   /s/ Joseph G. Sawyer

Joseph G. Sawyer
Senior Vice President, Principal Financial Officer

 


 

Certification

I, Michael C. Crapps, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of First Community Corporation;
 
2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report for June 30, 2003; and
 
  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors.

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.   The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

     
Date: August 11, 2003    
 
     
 
    /s/ Michael C. Crapps

Michael C. Crapps
President and CEO

 


 

Certification

I, Joseph G. Sawyer, certify that:

7.   I have reviewed this quarterly report on Form 10-QSB of First Community Corporation;
 
8.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
9.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
10.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report June 30, 2003; and
 
  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

11.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors.

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses                      in internal controls; and
 
  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

12.   The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

     
Date: August 11, 2003
     
 
    /s/ Joseph G. Sawyer

Joseph G. Sawyer
Senior Vice President and CFO