UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

FOR ANNUAL AND TRANSITION REPORTS

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

 

Commission File No.__________

 

FIRST NATIONAL COMMUNITY BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

  Pennsylvania            23-2900790

(State or Other Jurisdiction of              (I.R.S. Employer

Incorporation or Organization)            Identification No.)

 

102 E. Drinker St., Dunmore, PA          18512

(Address of Principal Executive Offices)            (Zip Code)

 

Registrant’s telephone number, including area code

(570) 346-7667

 

Securities registered pursuant to Section 12(b) of the Act:

NONE

 

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $1.25 par value

(Title of Class)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.            Yes X No  

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K. X  

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

 

Yes

X

No

 

 

The aggregate market value of the voting and non-voting common stock of the registrant, held by non-affiliates was approximately $369,876,505 at June 30, 2004.

 

APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 10,944,225 shares of common stock as of March 11, 2005.

 

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held May 18, 2005 are incorporated by reference into Part III of this report. Portions of the Registrant’s Annual Report to security holders for the Fiscal Year Ended December 31, 2004 are incorporated by reference into Part IV of this report.

 

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EXPLANATORY STATEMENT:

This amendment to First National Community Bancorp, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31,2004, is being filed to include the appropriate Report of Independent Registered Public Accounting Firm in Item 9A - Controls and Procedures and in Exhibit E - Report of Independent Registered Public Accounting Firm. No revisions have been made to the financial statements or any other disclosures contained in the Annual Report.

 

 

FIRST NATIONAL COMMUNITY BANCORP, INC.

 

Part I.

 

Item 1 – Business

CORPORATE PROFILE

 

The Business of First National Community Bancorp, Inc.

 

THE COMPANY

First National Community Bancorp, Inc. (the “company”) is a Pennsylvania business, incorporated in 1997 and is registered as a financial holding company under the Bank Holding Company Act of 1956, as amended. The company became an active bank holding company on July 1, 1998 when it assumed ownership of First National Community Bank (the “bank”). On November 2, 2000, the Federal Reserve Bank of Philadelphia approved the company’s application to change its status to a financial holding company as a complement to the company’s strategic objective. The bank is a wholly-owned subsidiary of the company.

 

The company’s primary activity consists of owning and operating the bank, which provides customary retail and commercial banking services to individuals and businesses. The bank provides practically all of the company’s earnings as a result of its banking services.

 

THE BANK

The bank was established as a national banking association in 1910 as “The First National Bank of Dunmore.” Based upon shareholder approval received at a Special Shareholders’ Meeting held October 27, 1987, the bank changed its name to “First National Community Bank” effective March 1, 1988. The bank’s operations are conducted from offices located in Lackawanna and Luzerne Counties, Pennsylvania:

Office

Date Opened

Main

October 1910

Scranton

September 1980

Dickson City

December 1984

Fashion Mall

July 1988

Wilkes-Barre

July 1993

Pittston Plaza

April 1995

Kingston

August 1996

Exeter

November 1998

Daleville

April 2000

Plains

June 2000

Back Mountain

October 2000

Clarks Green

October 2001

Hanover Township

January 2002

Nanticoke

April 2002

Hazleton

October 2003

Route 315

February 2004

                 The bank provides many commercial banking services to individuals and businesses, including a wide variety of deposit instruments including Image Checking and E-Statement. Consumer loans include both secured and unsecured installment loans, fixed and variable rate mortgages, jumbo mortgages, home equity term loans and lines of credit and “Instant Money” overdraft protection loans. Additionally, the bank is also in the business of underwriting indirect auto loans which are originated through various auto dealers in northeastern Pennsylvania and dealer floor plan loans. MasterCard and VISA personal credit cards are available through the bank, as well as the FNCB Check Card which allows customers to access their checking account at any retail location that accepts VISA and serves the dual purpose of an ATM card. In the commercial lending field, the bank offers demand and term loans, either secured or unsecured, letters of credit, working capital loans, accounts receivable, inventory or equipment financing loans, and commercial mortgages. In addition, the bank offers MasterCard and VISA processing services to its commercial customers, as well as our Cash Management service which can be accessed through FNCBusiness Online, which is Internet based. FNCBusiness Online is a menu driven product that allows our business customers to have direct access to their account information and the ability to perform internal and external transfers and process Direct Deposit payroll transactions for employees, 24 hours a day, 7 days a week, from their place of business. As a result of the bank’s partnership with INVEST, our customers are able to access alternative products such as mutual funds, annuities, stock and bond

 

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purchases, etc. directly from our INVEST representatives. The bank also offers customers the convenience of 24-hour banking, seven days a week, through FNCB Online via the Internet and its ATM network. Automated teller machines are available at the following locations:

Community Offices

Remote Locations

Dunmore

Petro Truck Stop, 98 Grove St., Dupont

Scranton

Bill’s Shursave Supermarket, Rt. 502, Daleville

Dickson City

Joe’s Kwik Mart, 620 N. Blakely St., Dunmore

Fashion Mall

Joe’s Kwik Mart, Rts 940 and I-380, Pocono Summit

Wilkes-Barre

Joe’s Kwik Mart, RR1, Newfoundland

Pittston

Joe’s Kwik Mart, Providence Rd. and Main Ave., Scranton

Kingston

Hess Gas Station, 5128 Milford Road, East Stroudsburg

Exeter

 

Daleville

 

Plains

 

Back Mountain

 

Clarks Green

 

Hanover Township

 

Nanticoke

 

Hazleton

 

Route 315

 

 

Additionally, to further enhance 24-hour banking services, Telephone Banking (Account Link), Loan by Phone, and Mortgage Link are available to customers. These services provide consumers the ability to access account information, perform related account transfers, and apply for a loan through the use of a touch tone telephone. Also, in our efforts to continually provide consumers the best possible service, the bank implemented in 2004 a Bounce Protection service which provides consumers with an added level of protection against unanticipated cash flow emergencies and account reconciliation errors.

 

As of December 31, 2004, industry concentrations exist within the following eight industries. Loans and lines of credit to each of these industries were as follows:

                                                                                                                                 

 

 

 

Amount

% of Regulatory

Capital

Shopping Centers/Complexes

$36,914,000

45%

Hotels

$33,510,000

41%

Restaurants

$29,827,000

36%

Land Subdivision

$27,874,000

34%

Automobile Dealers

$24,818,000

30%

Office Complexes/Units

$21,292,000

26%

General Government

$20,797,000

25%

Gas Stations

$20,137,000

25%

 

First lien mortgages on the real estate and a diverse group of borrowers, including carefully selected automobile dealers, provide security against undue risks in the portfolio.

 

COMPETITION

The bank is one of two financial institutions with principal offices in Dunmore. Primary competition in the Lackawanna County market comes from numerous commercial banks and savings and loan associations operating in the area. Our Luzerne County offices share many of the same competitors we face in Lackawanna County as well as several banks and savings and loans that are not in our Lackawanna County market. Deposit deregulation has intensified the competition for deposits among banks in recent years. Additional competition is derived from credit unions, finance companies, brokerage firms, insurance companies and retailers.

 

 

 

 

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SUPERVISION AND REGULATION

The company is subject to the Securities Exchange Act of 1934 (“1934 Act”) and must file quarterly and annual reports with the U.S. Securities and Exchange Commission regarding its business operations. As a registered financial holding company under the Bank Holding Company Act of 1956, as amended, the company is subject to the supervision and examination by the Federal Reserve Board.

The bank is subject to regulation and supervision by the Office of the Comptroller of the Currency, which includes regular examinations of the bank’s records and operations. As a member of the Federal Deposit Insurance Corporation (FDIC), the bank’s depositors’ accounts are insured up to $100,000 per ownership category. To obtain this protection for its depositors, the bank pays an assessment and is subject to the regulations of the FDIC. The bank is also a member of the Federal Reserve System and as such is subject to the rules promulgated by the Federal Reserve Board.

 

Financial Services Modernization Legislation. - In November 1999, the Gramm-Leach-Bliley Act of 1999, or the GLB, was enacted. The GLB repeals provisions of the Glass-Steagall Act which restricted the affiliation of Federal Reserve member banks with firms “engaged principally” in specified securities activities, and which restricted officer, director or employee interlocks between a member bank and any company or person “primarily engaged” in specified securities activities.

 

In addition, the GLB also contains provisions that expressly preempt any state law restricting the establishment of financial affiliations, primarily related to insurance. The general effect of the law is to establish a comprehensive framework to permit affiliations among commercial banks, insurance companies, securities firms and other financial service providers by revising and expanding the Bank Holding Company Act framework to permit a holding company to engage in a full range of financial activities through a new entity known as a “financial holding company.” “Financial activities” is broadly defined to include not only banking, insurance and securities activities, but also merchant banking and additional activities that the Federal Reserve Board, in consultation with the Secretary of the Treasury, determines to be financial in nature, incidental to such financial activities or complementary activities that do not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally.

 

The GLB also permits national banks to engage in expanded activities through the formation of financial subsidiaries. A national bank may have a subsidiary engaged in any activity authorized for national banks directly or any financial activity, except for insurance underwriting, insurance investments, real estate investment or development, or merchant banking, which may only be conducted through a subsidiary of a financial holding company. Financial activities include all activities permitted under new sections of the Bank Holding Company Act or permitted by regulation.

To the extent that the GLB permits banks, securities firms and insurance companies to affiliate, the financial services industry may experience further consolidation. The GLB is intended to grant to community banks certain powers as a matter of right that larger institutions have accumulated on an ad hoc basis and which unitary savings and loan holding companies already possess. Nevertheless, the GLB may have the result of increasing the amount of competition that First National Community Bancorp, Inc. faces from larger institutions and other types of companies offering financial products, many of which may have substantially more financial resources than First National Community Bancorp, Inc. has.

USA Patriot Act of 2001 - In October 2001, the USA Patriot Act of 2001 was enacted in response to the terrorist attacks in New York, Pennsylvania and Washington D.C. which occurred on September 11, 2001. The Patriot Act is intended to strengthen U.S. law enforcement’s and the intelligence communities’ abilities to work cohesively to combat terrorism on a variety of fronts. The potential impact of the Patriot Act on financial institutions of all kinds is significant and wide ranging. The Patriot Act contains sweeping anti-money laundering and financial transparency laws and imposes various regulations, including standards for verifying client identification at account opening, and rules to promote cooperation among financial institutions, regulators and law enforcement entities in identifying parties that may be involved in terrorism or money laundering.

IMLAFATA - As part of the USA Patriot Act, Congress adopted the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 (IMLAFATA). IMLAFATA amended the Bank Secrecy Act and adopted certain additional measures that increase the obligation of financial institutions, including First National Community Bancorp, Inc., to identify their customers, watch for and report upon suspicious transactions, respond to requests for information by federal banking regulatory authorities and law enforcement agencies, and share information with other financial institutions. The Secretary of the Treasury has adopted several regulations to

 

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implement these provisions. First National Community Bancorp, Inc. is also barred from dealing with foreign “shell” banks. In addition, IMLAFATA expands the circumstances under which funds in a bank account may be forfeited. IMLAFATA also amended the BHC Act and the Bank Merger Act to require the federal banking regulatory authorities to consider the effectiveness of a financial institution’s anti-money laundering activities when reviewing an application to expand operations. First National Community Bancorp, Inc. has in place a Bank Secrecy Act compliance program.

Sarbanes-Oxley Act of 2002 - On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002 (the “Act”). The stated goals of the Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws.

The Act is the most far-reaching U.S. securities legislation enacted in decades. The Act generally applies to all companies, both U.S. and non-U.S., that file or are required to file periodic reports with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934. Due to the SEC’s extensive role in implementing rules relating to many of the Act’s new requirements, the final scope of these requirements remains to be determined.

The Act includes very specific additional disclosure requirements and new corporate governance rules, requires the SEC and securities exchanges to adopt extensive additional disclosure, corporate governance and other related rules and mandates further studies of certain issues by the SEC. The Act represents significant federal involvement in matters traditionally left to state regulatory systems, such as the regulation of the accounting profession, and to state corporate law, such as the relationship between a board of directors and management and between a board of directors and its committees.

The Act addresses, among other matters:

 

 

audit committees for all reporting companies;

 

certification of financial statements by the chief executive officer and the chief financial officer;

 

the forfeiture of bonuses or other incentive-based compensation and profits from the sale of an issuer’s securities by directors and senior officers in the twelve month period following initial publication of any financial statements that later require restatement;

 

a prohibition on insider trading during pension plan black out periods;

 

disclosure of off-balance sheet transactions;

 

a prohibition on personal loans to directors and officers; expedited filing requirements for Form 4’s;

 

disclosure of a code of ethics and filing a Form 8-K for a change or waiver of such code;

 

“real time” filing of periodic reports;

 

the formation of a public accounting oversight board;

 

auditor independence; and

 

various increased criminal penalties for violations of securities laws.

 

The Act contains provisions that were effective upon enactment on July 30, 2002 and provisions that will be phased in for up to one year after enactment. The SEC was delegated the task of enacting rules to implement various provisions with respect to, among other matters, disclosure in periodic filings pursuant to the Exchange Act.

Regulation W - Transactions between a bank and its “affiliates” are quantitatively and qualitatively restricted under the Federal Reserve Act. The Federal Deposit Insurance Act applies Sections 23A and 23B to insured nonmember banks in the same manner and to the same extent as if they were members of the Federal

 

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Reserve System. The Federal Reserve Board has also recently issued Regulation W, which codifies prior regulations under Sections 23A and 23B of the Federal Reserve Act and interpretative guidance with respect to affiliate transactions. Regulation W incorporates the exemption from the affiliate transaction rules but expands the exemption to cover the purchase of any type of loan or extension of credit from an affiliate. Affiliates of a bank include, among other entities, the bank’s holding company and companies that are under common control with the bank. First National Community Bancorp, Inc. is considered to be an affiliate of First National Community Bank. In general, subject to certain specified exemptions, a bank or its subsidiaries are limited in their ability to engage in “covered transactions” with affiliates:

 

to an amount equal to 10% of the bank’s capital and surplus, in the case of covered transactions with any one affiliate; and

to an amount equal to 20% of the bank’s capital and surplus, in the case of covered transactions with all affiliates.

 

In addition, a bank and its subsidiaries may engage in covered transactions and other specified transactions only on terms and under circumstances that are substantially the same, or at least as favorable to the bank or its subsidiary, as those prevailing at the time for comparable transactions with nonaffiliated companies. A “covered transaction” includes:

 

a loan or extension of credit to an affiliate;

a purchase of, or an investment in, securities issued by an affiliate;

a purchase of assets from an affiliate, with some exceptions;

the acceptance of securities issued by an affiliate as collateral for a loan or extension of credit to any party; and

the issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate.

 

In addition, under Regulation W:

 

a bank and its subsidiaries may not purchase a low-quality asset from an affiliate;

covered transactions and other specified transactions between a bank or its subsidiaries and an affiliate must be on terms and conditions that are consistent with safe and sound banking practices; and

with some exceptions, each loan or extension of credit by a bank to an affiliate must be secured by collateral with a market value ranging from 100% to 130%, depending on the type of collateral, of the amount of the loan or extension of credit.

 

Regulation W generally excludes all non-bank and non-savings association subsidiaries of banks from treatment as affiliates, except to the extent that the Federal Reserve Board decides to treat these subsidiaries as affiliates.

 

Concurrently with the adoption of Regulation W, the Federal Reserve Board has proposed a regulation which would further limit the amount of loans that could be purchased by a bank from an affiliate to not more than 100% of the bank’s capital and surplus.

 

EMPLOYEES

As of December 31, 2004 the bank employed 264 persons, including 55 part-time employees.

 

AVAILABLE INFORMATION

The company files reports, proxy and information statements and other information electronically with the Securities and Exchange Commission. You may read and copy any materials that the company files with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website site address is http://www.sec.gov. The company’s web site address is http://www.fncb.com. The company makes available free of charge through our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we

 

6

 



 

electronically file such material with, or furnish it to, the SEC. Further, we will provide electronic or paper copies of the company’s filings free of charge upon request. A copy of the company’s Annual Report on Form 10-K for the year ended December 31, 2004 may be obtained without charge from our website at www.fncb.com or via email at fncb@fncb.com. Information may also be obtained via written request to First National Community Bancorp, Inc. Attention: Treasurer, 102 East Drinker Street, Dunmore, PA 18512.

 

Item 2 - Properties

 

Property

Location

Ownership

Type of Use

1

102 East Drinker Street

 

 

 

Dunmore, PA

Own

Main Office

 

 

 

 

2

419-421 Spruce Street

 

 

 

Scranton, PA

Own

Scranton Branch

 

 

 

 

3

934 Main Street

 

 

 

Dickson City, PA

Own

Dickson City Branch

 

 

 

 

4

277 Scranton/Carbondale Highway

 

 

 

Scranton, PA

Lease

Fashion Mall Branch

 

 

 

 

5

23 West Market Street

 

 

 

Wilkes-Barre, PA

Lease

Wilkes-Barre Branch

 

 

 

 

6

1700 North Township Blvd.

 

 

 

Pittston, PA

Lease

Pittston Plaza Branch

 

 

 

 

7

754 Wyoming Avenue

 

 

 

Kingston, PA

Lease

Kingston Branch

 

 

 

 

8

1625 Wyoming Avenue

 

 

 

Exeter, PA

Lease

Exeter Branch

 

 

 

 

9

Route 502 & 435

 

 

 

Daleville, PA

Lease

Daleville Branch

 

 

 

 

10

27 North River Road

 

 

 

Plains, PA

Lease

Plains Branch

 

 

 

 

11

169 North Memorial Highway

 

 

 

Shavertown, PA

Lease

Back Mountain Branch

 

 

 

 

12

269 East Grove Street

 

 

 

Clarks Green, PA

Own

Clarks Green Branch

 

 

 

 

13

734 Sans Souci Parkway

 

 

 

Hanover Township, PA

Lease

Hanover Township Branch

 

 

 

 

14

194 South Market Street

 

 

 

Nanticoke, PA

Own

Nanticoke Branch

 

 

 

 

15

200 South Blakely Street

 

 

 

Dunmore, PA

Lease

Administrative Center

 

 

 

 

16

330-352 West Broad Street

 

 

 

Hazleton, PA

Own

Hazleton Branch

 

 

 

 

17

3 Old Boston Road

 

 

 

Pittston, PA

Lease

Route 315 Branch

 

 

7

 



 

 

 

 

 

 

 

18

107-109 South Blakely Street

 

 

 

Dunmore, PA

Own

Parking Lot

 

 

 

 

19

114-116 South Blakely Street

 

 

 

Dunmore, PA

Own

Parking Lot

 

 

 

 

20

1708 Tripp Avenue

 

 

 

Dunmore, PA

Own

Parking Lot

 

 

 

 

21

Rt. 209

 

 

 

Marshalls Creek, PA

Own

Land

 

 

 

 

 

Item 3 - Legal Proceedings

 

Neither the company nor its subsidiaries are involved in any material pending legal proceedings, other than routine litigation incidental to the business nor does the company know of any proceedings contemplated by governmental authorities.

 

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

 

Not Applicable

 

Part II.

 

Item 5 - Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

INVESTOR INFORMATION

 

MARKET PRICES OF STOCK AND DIVIDENDS PAID

 

The company’s common stock is not actively traded. The principal market area for the company’s stock is northeastern Pennsylvania, although shares are held by residents of other states across the country. First National Community Bancorp, Inc. is listed in the Over-The-Counter (OTC) Bulletin Board Stocks under the symbol “FNCB”. Quarterly market highs and lows and dividends paid for each of the past two years are presented below. These prices represent actual transactions. The company expects that comparable cash dividends will be paid in the future.

 

 

MARKET PRICE

DIVIDENDS

PAID

PER SHARE

 

HIGH

LOW

QUARTER

2004

 

 

 

 

 

First

$16.25

$14.25

$ .08

Second

17.13

14.95

.08

Third

20.88

15.50

.09

Fourth

25.15

20.00

.11

 

 

 

$ 0.36

 

 

 

 

QUARTER

2003

 

 

 

 

 

First

$13.90

$ 9.65

$ .07

Second

16.00

13.50

.07

Third

14.00

12.75

.08

Fourth

14.75

12.75

.09

 

 

 

$ 0.31

 

*

Share and per share information includes the retroactive effect of the 100% stock dividends paid September 30,

 

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2004, which resulted in the issuance of 5,423,425 new shares, and January 31, 2003.

 

MARKET MAKERS

 

F.J. Morrissey

 

Ryan, Beck and Co.

1700 Market Street

 

220 South Orange Avenue

Suite 1420

 

Livingston, NJ 07039

Philadelphia, PA 19103

 

(973) 597-6000

(215) 563-8500

 

 

 

 

 

 

 

 

Monroe Securities

 

RBC Dain Rauscher

47 State Street

 

1211 Avenue of the Americas

Rochester, NY 14614

 

32nd Floor

(716) 546-5560

 

New York, NY 10036

 

 

(866) 835-1422

 

 

TRANSFER AGENT

 

Registrar and Transfer Company

10 Commerce Drive

Cranford, NJ 07016-9982

 

Shareholder questions regarding stock ownership should be directed to the Investor Relations Department at Registrar and Transfer Company at 1-800-368-5948.

 

DIVIDEND CALENDAR

 

Dividends on the company’s common stock, if approved by the Board of Directors, are customarily paid on or about March 15, June 15, September 15 and December 15. Record dates for dividends are customarily on or about March 1, June 1, September 1, and December 1. As of March 11, 2005, the latest practicable date, there were 1,285 shareholders.

 

 

 

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Item 6 – Selected Financial Data

 

FIRST NATIONAL COMMUNITY BANCORP, INC. AND SUBSIDIARIES

SELECTED FINANCIAL DATA

(In thousands, except per share data)

 

 

 

 

 

 

 

For the Years Ended December 31,

 

2004

2003

2002

2001

2000

Total assets

$907,491

$816,303

$735,327

$676,307

$583,852

Interest-bearing balances with financial institutions

1,980

2,673

3,368

3,161

3,359

Securities

231,831

211,353

205,492

194,109

152,316

Net loans

625,792

552,197

487,976

439,884

393,125

Total deposits

671,713

602,069

540,475

517,334

460,418

Stockholders' equity

75,723

68,738

62,843

51,786

46,684

 

 

 

 

 

 

Net interest income before provision for credit losses

25,269

23,295

22,060

19,233

19,021

Provision for credit losses

1,400

1,200

1,400

1,220

970

Other income

4,789

4,184

3,676

3,151

1,382

Other expenses

17,399

15,483

14,248

12,683

11,752

Income before income taxes

11,259

10,796

10,088

8,481

7,681

Provision for income taxes

1,996

2,159

2,063

1,701

1,661

Net income

9,263

8,637

8,025

6,780

6,020

Cash dividends paid

$3,885

$3,267

$2,832

$2,455

$2,202

 

 

 

 

 

 

Per share data:

 

 

 

 

 

Net income - basic (1)

$0.86

$0.82

$0.78

$0.67

$0.60

Net income - diluted (1)

$0.83

$0.79

$0.75

$0.65

$0.60

Cash dividends (2)

$0.36

$0.31

$0.28

$0.24

$0.22

Book value (1)(3)

$7.02

$6.53

$6.10

$5.12

$4.66

Weighted average number of shares outstanding–basic (1)

10,780,407

10,528,978

10,296,251

10,123,991

10,008,979

Weighted average number of shares outstanding-diluted (1)

11,172,587

10,987,190

10,706,854

10,378,882

10,075,383

 

 

 

 

 

 

 

(1) Earnings per share and book value per share are calculated based on the weighted average number of shares outstanding during each year, after giving retroactive effect to the 100% stock dividends paid September 30, 2004 and January 31, 2003. Basic earnings per common share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share is computed by dividing net income available to common shareholders, adjusted for any changes in income that would result from the assumed conversion of all potential dilutive common shares, by the sum of the weighted average number of common shares outstanding and the effect of all dilutive potential common shares outstanding for the period.

 

(2) Cash dividends per share have been restated to reflect to retroactive effect of the 100% stock dividends paid September 30, 2004 and January 31, 2003.

 

(3) Reflects the effect of SFAS No. 115 in the amount of $1,030,000 in 2004, $2,635,000 in 2003, $4,838,000 in 2002, $536,000 in 2001 and $880,000 in 2000.

 

 

 

 

 

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Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Certain of the matters discussed in this document and in documents incorporated by reference herein, including matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” and similar expressions are intended to identify such forward-looking statements.

 

The Company’s actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation (a) the effects of future economic conditions on the Company and its customers; (b) the costs and effects of litigation and of unexpected or adverse outcomes in such litigation; (c) governmental monetary and fiscal policies, as well as legislative and regulatory changes; (d) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters; (e) the risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities and interest rate protection agreements, as well as interest rate risks; (f) the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in the Company’s market area and elsewhere, including institutions operating locally, regionally, nationally, and internationally, together with such competitors offering banking products and services by mail, telephone, computer, and the Internet; (g) technological changes; (h) acquisitions and integration of acquired businesses; (i) the failure of assumptions underlying the establishment of reserves for loan losses and estimations of values of collateral and various financial assets and liabilities; and (j) acts of war or terrorism. All written or oral forward-looking statements attributable to the Company are expressly qualified in their entirety by these cautionary statements. The company undertakes no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances that arise after the date of this report. Readers should carefully review the risk factors described in other documents that are filed periodically with the SEC.

 

The following financial review of First National Community Bancorp, Inc. is presented on a consolidated basis and is intended to provide a comparison of the financial performance of the company, including its wholly-owned subsidiary, First National Community Bank for the years ended December 31, 2004, 2003 and 2002. The information presented below should be read in conjunction with the company’s consolidated financial statements and accompanying notes appearing elsewhere in this report.

 

SUMMARY

 

Net Income totaled $9,263,000 in 2004 which was $626,000, or 7%, higher than the $8,637,000 earned in 2003. The $8,637,000 earned in 2003 was $612,000, or 8%, higher than the $8,025,000 earned in 2002. Basic earnings per share were $.86, $.82 and $.78 in 2004, 2003 and 2002. The weighted average number of shares outstanding in 2004 was 10,780,407 while the weighted average number of shares in 2003 and 2002 were 10,528,978 and 10,296,251.

 

The earnings improvement recognized in 2004 as compared to 2003 includes a $2.0 million, or 8%, increase in net interest income before the provision for credit losses, a $543,000, or 19%, increase in fee income and a $62,000 increase in net gains from the sale of assets. Growth and increased costs contributed to a $1.9 million, or 12%, increase in operating expenses and $200,000 of additional credit loss provisions. Federal income tax expense decreased $163,000 in comparison to 2003.

 

The increase reported in 2003 over the 2002 earnings was due primarily to the $1.2 million improvement in net interest income before providing for credit losses. Total other income also improved $508,000 in comparison to the prior year as service charges and fees improved $359,000, or 14%, and gains from the sale of loans, securities and other real estate increased $149,000. The provision for credit losses was $200,000 lower than the 2002 level, also contributing to the improved earnings. These increases were offset partially by a $1.2 million increase in total expenses and $96,000 of additional book tax expense.

 

Return on assets for the years ended December 31, 2004, 2003 and 2002 was 1.08%, 1.11% and 1.12%. Return on equity was 12.86% in 2004, 13.15% in 2003 and 13.96% in 2002.    

 

 

11

 



 

 

 

NET INTEREST INCOME

 

Net interest income, the difference between interest income and fees on earning assets and interest expense on deposits and borrowed funds, is the largest component of the company’s operating income and as such is the primary determinant of profitability. Changes in net interest income occur due to fluctuations in the balances and/or mixes of interest-earning assets and interest-bearing liabilities, and changes in their corresponding interest yields and costs. Before providing for future credit losses, net interest income increased $1,974,000 in 2004 due to growth in loans and deposits and the positive effect of the spread earned on interest sensitive assets and liabilities. Changes in non-performing assets, together with interest lost and recovered on those assets, also impact comparisons of net interest income. In the following schedules, net interest income is analyzed on a tax-equivalent basis, thereby increasing interest income on certain tax-exempt loans and investments by the amount of federal income tax savings realized. In this manner, the true economic impact on earnings from various assets and liabilities can be more accurately compared.

 

In 2004, tax-equivalent net interest income increased $2.0 million, or 8%, over the 2003 level. Growth of the balance sheet again proved positive, adding $3.7 million to net interest income, while the impact of repricing reduced earnings by $1.7 million. Increased income due to loan growth was the primary contributor to the improvement.

 

Average loans outstanding increased $86 million, or 17%, in 2004, resulting in a $2.5 million improvement in earnings. Commercial volume contributed $4.6 million of improved earnings and retail growth added $669,000. However, growth and repricing at lower than historic interest rate levels led to a .47% decrease in the yield earned on the portfolio, reducing income by $2.8 million due to rates.

 

Average securities were $3.0 million lower in 2004 as liquidity was utilized to fund the significant level of loan growth. The lower balances combined with a .34% decrease in the yield earned reduced interest income by $870,000 from the 2003 level. Money market balances and rates were also lower in 2004, and earnings on this category decreased $19,000 from the prior year total.

 

Average interest-bearing deposits grew $55 million, or 11%, in 2004. Interest-bearing demand balances increased $48 million due to additional municipal relationships and internal reclassification of accounts while average savings deposits increased $13 million. This growth in lower costing demand and savings balances, combined with a $6 million reduction in certificate of deposit balances led to a .35% reduction in the cost of deposits and a $742,000 decrease in interest expense. Average borrowed funds increased $17 million in 2004 but a .34% reduction in the cost of these balances limited the increase in interest expense to $292,000.

 

Overall, growth of the balance sheet offset a .04% decrease in the net interest spread, resulting in the $2.0 million improvement in net interest income. The net interest margin was reduced .10% in 2004 as much of the growth was recorded at historically low interest rate levels. Investment leveraging transactions continued to add to the profitability of the company in 2004, contributing over $900,000 to pre-tax earnings, but the average spread earned on the transaction of 1.29% contributed to the reduced margin. Exclusive of these transactions, the net interest margin in 2004 would have been 3.56% compared to 3.82% in 2003.

 

During 2003, tax-equivalent net interest income increased $1,250,000, or 5%, over the 2002 level. Significant loan growth had a major impact on the improved earnings. Effective asset-liability management techniques also contributed to the earnings improvement as sound pricing policies limited compression in the net interest margin during a year which saw interest rates reach decade old lows.

 

Average loans increased $49 million, or 11%, over the 2002 level, but earnings on the portfolio decreased $786,000 as rates earned on variable rate assets declined and new growth was added at historically low levels. Commercial loan balances increased by $41 million, or 12%, but earnings on these assets decreased $82,000 due to repricing and new growth rates. Average consumer loans increased $7.5 million in 2003 due primarily to growth in home equity loans and an increase in the indirect auto portfolio. Falling interest rates also had a significant impact on consumer loan income as earnings from the portfolio was $704,000 lower than the year before. Overall, the yield earned on total loans declined .81% in 2003 which resulted in $786,000 less earnings on $49 million more loans.

 

Total securities were $10 million higher than the 2002 average balance. Falling interest rates also had a negative impact on the securities portfolio as the low rates of 2003 lead to record mortgage-refinancing activity, resulting in an acceleration of principal prepayments on securities. As these monies are reinvested at current rates, earnings

 

12

 



 

compression occurs. During 2003, the yield earned on average securities was .85% lower than in 2002, contributing to the $1.2 million reduction in interest income. Money market assets were also impacted by falling rates combined with a planned reduction in this lowest yielding asset. A $4 million decrease in average money market assets and a .57% drop in the rate earned on these assets lead to a $140,000 decrease in interest income.

 

Average interest-bearing deposits increased $25 million in 2003 due primarily to growth in lower costing demand and savings balances. Interest rate reductions had a positive impact on the company’s earnings in this area as the .85% decrease in the cost of deposits resulted in a $3.5 million reduction in interest expense. Borrowed funds and other interest-bearing liabilities were $15 million higher on average than last year, but a .50% reduction in the cost of these funds limited the increased expense to $151,000.

 

As a result of the growth of the balance sheet combined with a reduction in the yields earned and paid, the company’s net interest margin decreased .09% from the 3.53% reported in 2002 to 3.44%. Another factor affecting the company’s net interest margin are investment leveraging transactions which match assets with liabilities at various points in the interest rate cycles. These transactions provided over $700,000 of net interest income in 2003, but the interest spread of .79% had a negative impact on the company’s net interest margin. Exclusive of these transactions, the 2003 margin would have been 3.82% which is .12% lower than the comparable 3.94% recorded in 2002.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13

 



 

 

 

Yield Analysis

(dollars in thousands-taxable equivalent basis)(1)

 

 

2004

2003

2002

 

 

 

Interest

Average

 

Interest

Average

 

Interest

Average

 

 

Average

Income/

Interest

Average

Income/

Interest

Average

Income/

Interest

 

 

Balance

Expense

Rate

Balance

Expense

Rate

Balance

Expense

Rate

ASSETS:

 

 

 

 

 

 

 

 

 

Earning Assets:(2)

 

 

 

 

 

 

 

 

 

 

Commercial loans-taxable

$435,758

$24,076

5.53%

$371,296

$21,869

5.89%

$329,175

$21,810

6.63%

 

Commercial loans-tax free

28,348

2,004

7.07%

18,412

1,384

7.52%

19,250

1,525

7.92%

 

Mortgage loans

21,863

1,372

6.28%

20,869

1,435

6.88%

22,307

1,742

7.81%

 

Installment loans

110,560

6,212

5.62%

100,287

6,521

6.50%

91,296

6,918

7.58%

 

Total Loans

596,529

33,664

5.64%

510,864

31,209

6.11%

462,028

31,995

6.92%

 

Securities-taxable

163,782

6,617

4.04%

161,089

6,989

4.34%

153,831

8,383

5.45%

 

Securities-tax free

49,586

3,824

7.71%

55,234

4,322

7.83%

52,119

4,141

7.95%

 

Total Securities

213,368

10,441

4.89%

216,323

11,311

5.23%

205,950

12,524

6.08%

 

Interest-bearing deposits with banks

2,063

44

2.13%

3,285

82

2.50%

3,380

138

4.08%

 

Federal funds sold

4,121

62

1.50%

3,528

43

1.22%

7,659

127

1.66%

 

Total Money Market Assets

6,184

106

1.70%

6,813

125

1.83%

11,039

265

2.40%

 

Total Earning Assets

816,081

44,211

5.42%

734,000

42,645

5.81%

679,017

44,784

6.60%

Non-earning assets

49,980

 

 

48,542

 

 

43,898

 

 

Allowance for credit losses

(6,848)

 

 

(6,625)

 

 

(5,995)

 

 

 

Total Assets

$859,213

 

 

$775,917

 

 

$716,920

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY:

Interest-Bearing Liabilities:

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand deposits

$163,826

$1,605

0.98%

$116,196

$1,097

0.94%

$104,968

$1,750

1.67%

 

Savings deposits

80,112

599

0.75%

66,974

599

0.89%

56,878

799

1.40%

 

Time deposits over $100,000

99,584

2,102

2.11%

95,090

2,199

2.31%

93,501

2,750

2.94%

 

Other time deposits

216,453

6,125

2.83%

226,592

7,278

3.21%

224,820

9,414

4.19%

 

Total Interest-Bearing Deposits

559,975

10,431

1.86%

504,852

11,173

2.21%

480,167

14,713

3.06%

 

Borrowed funds and other

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities

148,309

6,529

4.40%

131,616

6,237

4.74%

116,220

6,086

5.24%

 

Total Interest-Bearing Liabilities

708,284

16,960

2.39%

636,468

17,410

2.74%

596,387

20,799

3.49%

 

Demand deposits

72,700

 

 

68,273

 

 

57,926

 

 

 

Other liabilities

6,224

 

 

5,763

 

 

5,382

 

 

 

Stockholders' equity

72,005

 

 

65,413

 

 

57,225

 

 

 

Total Liabilities and

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity

$859,213

 

 

$775,917

 

 

$716,920

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income Spread

 

$27,251

3.03%

 

$25,235

3.07%

 

$23,985

3.11%

 

 

 

 

 

 

 

 

 

 

 

 

Net Interest Margin

 

 

3.34%

 

 

3.44%

 

 

3.53%

 

 

 

 

 

 

 

 

 

 

 

(1) In this schedule and other schedules presented on a tax-equivalent basis, income that is exempt from federal income taxes, i.e. interest on state and municipal securities, has been adjusted to a tax-equivalent basis using a 34% federal income tax rate.

(2) Excludes non-performing loans.

 

 

 

 

 

14

 



 

 

 

RATE VOLUME ANALYSIS

 

The most significant impact on net income between periods is derived from the interaction of changes in the volume and rates earned or paid on interest-earning assets and interest-bearing liabilities. The volume of earning dollars in loans and investments, compared to the volume of interest-bearing liabilities represented by deposits and borrowings, combined with the spread, produces the changes in net interest income between periods. Components of interest income and interest expense are presented on a tax-equivalent basis using the statutory federal income tax rate of 34%.

 

The following table shows the effect of changes in volume and interest rates on net interest income. The variance in interest income or expense due to the combination of rate and volume has been allocated proportionately.

 

Rate/Volume Variance Report(1)

(in thousands-taxable equivalent basis)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2004 vs 2003

 

2003 vs 2002

 

 

 

 

 

Increase(Decrease)

 

 

 

 

Increase(Decrease)

 

 

Total

 

Due to

 

Due to

 

Total

 

Due to

 

Due to

 

 

Change

 

Volume

 

Rate

 

Change

 

Volume

 

Rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans-taxable

$

2,207

 

$

3,881

 

$

(1,674)

 

$

59

 

$

2,803

 

$

(2,744)

 

Commercial loans-tax free

 

620

 

 

753

 

 

(133)

 

 

(141)

 

 

(66)

 

 

(75)

 

Mortgage loans

 

(63)

 

 

68

 

 

(131)

 

 

(307)

 

 

(112)

 

 

(195)

 

Installment loans

 

(309)

 

 

601

 

 

(910)

 

 

(397)

 

 

596

 

 

(993)

 

Total Loans

 

2,455

 

 

5,303

 

 

(2,848)

 

 

(786)

 

 

3,221

 

 

(4,007)

 

Securities-taxable

 

(372)

 

 

24

 

 

(396)

 

 

(1,394)

 

 

392

 

 

(1,786)

 

Securities-tax free

 

(498)

 

 

(442)

 

 

(56)

 

 

181

 

 

247

 

 

(66)

 

Total Securities

 

(870)

 

 

(418)

 

 

(452)

 

 

(1,213)

 

 

639

 

 

(1,852)

 

Interest-bearing deposits with banks

 

(38)

 

 

(30)

 

 

(8)

 

 

(56)

 

 

(4)

 

 

(52)

 

Federal funds sold

 

19

 

 

7

 

 

12

 

 

(84)

 

 

(68)

 

 

(16)

 

Total Money Market Assets

 

(19)

 

 

(23)

 

 

4

 

 

(140)

 

 

(72)

 

 

(68)

 

Total Interest Income

 

1,566

 

 

4,862

 

 

(3,296)

 

 

(2,139)

 

 

3,788

 

 

(5,927)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand deposits

 

508

 

 

401

 

 

107

 

 

(653)

 

 

182

 

 

(835)

 

Savings deposits

 

0

 

 

115

 

 

(115)

 

 

(200)

 

 

137

 

 

(337)

 

Time deposits over $100,000

 

(97)

 

 

70

 

 

(167)

 

 

(551)

 

 

47

 

 

(598)

 

Other time deposits

 

(1,153)

 

 

(265)

 

 

(888)

 

 

(2,136)

 

 

79

 

 

(2,215)

 

Total Interest-Bearing Deposits

 

(742)

 

 

321

 

 

(1,063)

 

 

(3,540)

 

 

445

 

 

(3,985)

 

Borrowed funds and other interest-bearing liabilities

 

292

 

 

791

 

 

(499)

 

 

151

 

 

806

 

 

(655)

 

Total Interest Expense

 

(450)

 

 

1,112

 

 

(1,562)

 

 

(3,389)

 

 

1,251

 

 

(4,640)

Net Interest Income

$

2,016

 

$

3,750

 

$

(1,734)

 

$

1,250

 

$

2,537

 

$

(1,287)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Changes in interest income and interest expense attributable to changes in both volume and rate have been allocated proportionately to changes due to volume and changes due to rate.

 

 

 

15

 



 

 

 

CURRENT YEAR

 

In 2004, tax-equivalent net interest income increased $2.0 million from the 2003 total. Balance sheet growth added $3.7 million as the $4.8 million of income attributed to growth more than offset the $1.1 million of interest expense associated with increased deposits and borrowed funds. Repricing and growth at historically low interest rate levels had a negative impact on net interest income in 2004, resulting in a $1.7 million reduction when compared to 2003 totals.

 

Loan growth added $5.3 million to earnings in 2004, due primarily to the $4.6 million of interest income generated from commercial loan growth. Growth during the first half of 2004 was originated at low interest rates, however, which resulted in a $1.8 million decrease due to repricing. Retail growth contributed $669,000 of interest income, but this increase was negated by a $1.0 million negative variance due to repricing. Interest income from the securities portfolio was down $870,000 from 2003 due to reduced balances and lower rates while earnings from money market assets were $19,000 lower in 2004. Overall, interest income improved $1.5 million comprised of a $4.8 million increase due to volume and a $3.3 million negative variance due to rate.

 

New deposits added $321,000 of interest expense in 2004, but the effect of interest rates reduced interest expense by $1.0 million compared to last year primarily due to repricing on certificates of deposit. New borrowings added $791,000 of additional interest expense but lower interest rates reduced the cost by $499,000 compared to 2003. Overall, interest expense was $450,000 lower in 2004 as the $1.6 million positive offset due to pricing more than offset the $1.1 million increase due to growth.

 

PRIOR YEAR

 

In 2003, tax-equivalent net interest income was $1,250,000 higher than the 2002 total. Growth of the balance sheet added $2.5 million to earnings in 2003 as the $3.8 million of income earned on new loans and securities more than offset the $1.3 million cost of new deposits and borrowings. Loan growth added $3.2 million of income while new securities and money market assets provided an additional $567,000. Interest expense increased $445,000 due to deposit growth while the additional borrowed funds cost $806,000. Repricing and growth at historically low levels had a negative impact on earnings in 2003. The reduced yield on loans resulted in a $4 million decrease due to rate while income from investment securities and money market assets decreased $1.9 million from the 2002 level. Interest expense was also impacted by falling rates but to a lesser extent as rate reductions on lower costing demand and savings balances were limited. Interest on deposits decreased $4.0 million in 2003 and the cost of borrowed funds decreased $655,000 due to the lower cost of newly originated borrowings.

 

PROVISION FOR CREDIT LOSSES

 

The provision for credit losses varies from year to year based on management's evaluation of the adequacy of the allowance for credit losses in relation to the risks inherent in the loan portfolio. In its evaluation, management considers credit quality, changes in loan volume, composition of the loan portfolio, past experience, delinquency trends, and the economic conditions. Consideration is also given to examinations performed by regulatory authorities and the company's independent auditors. The provision for credit losses was $1,400,000 in 2004, $1,200,000 in 2003 and $1,400,000 in 2002. The ratio of the loan loss reserve to total loans was 1.12% at December 31, 2004 and 1.18% at December 31, 2003.

 

OTHER INCOME

 

Other Income

2004

2003

2002

 

(in thousands)

Service charges

$1,929

$1,575

$1,371

Net gain on the sale of securities

846

657

366

Net gain on the sale of loans

499

555

339

Net gain on the sale of other real estate

25

96

454

Other

1,490

1,301

1,146

Total Other Income

$4,789

$4,184

$3,676

 

 

16

 



 

 

The company’s other income category can be separated into three distinct sub-categories; service charges make up the core component of this area of earnings while net gains (losses) from the sale of assets and other fee income comprise the balance.

 

In 2004, service charges on deposits increased $354,000, or 22%, from the 2003 total. Approximately $270,000 of this increase can be attributed to new overdraft privilege fees associated with the BOUNCE Protection program. Net gains from the sale of assets totaled $1.4 million in 2004, a $62,000 increase from the 2003 total, as securities and loans were sold to shed interest rate risk. Other income improved $189,000 in 2004 due primarily to increased fees collected on outstanding letters of credit. In total, other income improved $605,000, or 14%, in 2004.

 

During 2003, other income increased $508,000, or 14%, over the prior year. Service charges on deposits improved by $204,000, or 15%, due primarily to an increase in assessable accounts as well as revisions to the fee schedule. Other fee income improved $155,000 in 2003 comprised of an $89,000 increase in letter of credit fees, a $35,000 increase in merchant credit card processing and a $31,000 net increase in all other fees. Gains from asset sales totaled $1.3 million in 2003 which was $149,000 higher than the 2002 total. Investment securities were sold to restructure the portfolio while long-term, fixed-rate residential mortgage loans were sold to minimize interest rate risk.

 

OTHER EXPENSES

 

Other Expenses

2004

2003

2002

 

(in thousands)

Salary expense

$ 6,905

$ 6,061

$ 5,569

Employee benefit expense

   1,787

   1,580

1,421

Occupancy expense

   1,556

   1,471

1,388

Equipment expense

   1,257

   1,193

1,161

Directors fees

      468

      464

372

Advertising expense

      650

      575

604

Data processing expense

   1,309

   1,116

941

Bank shares tax

      583

      410

342

Other operating expenses

   2,884

   2,613

2,450

Total Other Expenses

$17,399

$15,483

$14,248

       

During 2004, total other expenses increased $1.9 million, or 12%, from the 2003 total. Employee costs rose $1.1 million, which was over 50% of the increase. Occupancy and equipment costs rose $149,000 while all other expenses increased $716,000, or 14%. The company’s overhead ratio, which measures non-interest expense as a percentage of average assets, was 2.02% in 2004 compared to 2.00% in 2003. A significant portion of the increased costs can be attributed to two new community offices which opened in October 2003 and February 2004.

 

Salary and benefit costs accounted for 50% of total operating expenses in 2004. Salaries increased $844,000, or 14% in 2004, which includes $148,000 attributed to two new community offices. The $207,000 increase in benefit costs also includes $30,000 due to the new offices, a $60,000 increase in the company’s contribution to the employee’s profit sharing plan and a higher level of payroll related taxes. At December 31, 2004, the company had 236 full-time equivalent employees on staff, a 4% increase over the 227 reported on December 31, 2003.

 

The increase in occupancy and equipment costs includes $128,000 due to the new offices while other significant increases include a $193,000 increase in data processing costs and a $173,000 increase in bank shares tax expense.

 

In 2003, total other expenses increased $1.2 million, or 9%, from the 2002 level. Employee costs increased $651,000, or 53% of the total while occupancy and equipment costs rose $115,000. All other expenses increased $469,000, or 38% of the total increase. The company’s overhead ratio was 2.00% in 2003 compared to 1.99% in 2002.

 

Salary and benefit costs comprise approximately one-half of the company’s non-interest expense. Salaries increased $492,000 in 2003, including a $182,000 expense for stock options which reflects the early adoption of SFAS No. 148 “Accounting for Stock Based Compensation”. Please refer to Note 12 to the financial statements for a complete disclosure of stock-based compensation. Exclusive of stock-based compensation, salaries increased $310,000, or 6%, due to merit increases and the additional costs associated with expansion. At December 31, 2003, the company had 227 full-time equivalent employees on staff compared to the 210 reported on December 31, 2002.

 

17

 



 

 

Occupancy and equipment costs increased 6% and 3%, respectively, due primarily to costs associated with a new community office. All other operating expenses increased $469,000, or 10%. Much of the increase was attributed to rising data processing costs and expenses associated with a new office.

 

PROVISION FOR INCOME TAXES

 

Federal income tax expense decreased $163,000 compared to last year. The $463,000 increase in income before taxes added $157,000 to the book provision while benefits received from tax-exempt income and other permanent differences had a $320,000 positive effect compared to 2003. Deferred tax items also contributed to the lower book provision. The company’s effective tax rate was 17.7% in 2004 and 20.0% in 2003.

 

During 2003, federal income tax expense increased $96,000 over the 2002 total. The increased expense at the statutory rate due to the earnings improvement was $241,000 but this was reduced by benefits received from tax-exempt income, a reduction in non-deductible interest expense and an increased benefit from other deferred tax items. The company’s effective tax rate was 20.0% in 2003 compared to 20.5% in 2002.

 

FINANCIAL CONDITION

 

Total assets increased $91 million, or 11%, during 2004 to $907 million which surpassed the $81 million increase recorded in 2003. Loan growth of $74 million and a $20 million increase in securities was funded by a $70 million increase in total deposits and a $14 million increase in borrowed funds. A reduced level of cash and cash equivalents and increased capital from retained earnings funded all other balance sheet growth.

 

SECURITIES

 

The primary objectives in managing the company’s securities portfolio are to maintain the necessary flexibility to meet liquidity and asset and liability management needs and to provide a stable source of interest income.

 

Total securities increased $20 million during 2004. While interest rates remained low during the first half of the year, the forecast of higher rates and the ultimate action of the Federal Reserve to raise rates resulted in a slowdown in the amount of principal returned in the form of calls or prepayments. The forecast of higher rates also contributed to the sale of $68 million of securities during the year as the portfolio was positioned for rising rates. In order to fulfill the objectives of the securities portfolio and to remain fully invested, over $125 million of new purchases were added during 2004.

 

New purchases included $13 million of securities which were funded with structured borrowings, thereby providing a favorable spread between the rate earned on the securities and the cost of the borrowings. As of December 31, 2004, the company had $67 million of these leveraged transactions outstanding. Management remains committed to strategies which limit purchases to those that are virtually free of credit risk and will help to meet the objectives of the company’s investment and asset/liability management policies. Other security purchases include bonds which will provide book income at current market rates with minimal extension risk in order to reduce the risk of rising rates. Investment sales were executed to shed the portfolio of bonds purchased for declining rates, low earning bonds and bonds which had been reduced in size by principal prepayments to below portfolio parameters.

 

 

The following table sets forth the carrying value of securities at the dates indicated:

 

 

December 31,

 

2004

2003

2002

 

(in thousands)

U.S. Treasury securities and obligations of U.S. government agencies

$31,770

$ 17,771

$ 13,029

Obligations of state and political subdivisions

55,955

61,539

57,864

Mortgage-backed securities

117,050

110,278

127,424

Corporate debt securities

18,983

13,021

425

Equity securities

8,073

8,744

6,750

Total

$231,831

$211,353

$205,492

 

 

18

 



 

 

The following table sets forth the maturities of securities at December 31, 2004 (in thousands) and the weighted average yields of such securities calculated on the basis of the cost and effective yields weighted for the scheduled maturity of each security. Tax-equivalent adjustments, using a 34% rate, have been made in calculating yields on obligations of state and political subdivisions.

 

       

 

 

Within

One Year

 

2 - 5

Years

 

6 - 10

Years

 

Over

10 Years

Mortgage-

Backed

Securities

 

No Fixed

Maturity

 

 

Total

U.S. Treasury securities

$ 0

$1,002

$ 0

$ 0

$ 0

$ 0

$ 1,002

Yield

 

2.43%

 

 

 

 

2.43%

Obligations of U.S. government agencies

 

5,029

 

4,026

 

16,985

 

4,916

 

 

 

30,956

Yield

2.28%

3.66%

3.50%

3.47%

 

 

3.32%

Obligations of state and political subdivisions (1)

 

 

 

1,450

 

5,275

 

46,388

 

 

 

 

 

53,113

Yield

 

6.81%

6.57%

7.43%

 

 

7.33%

Corporate debt securities

 

 

1,611

17,527

 

 

19,138

Yield

 

 

4.83%

4.22%

 

 

4.27%

Mortgage-backed securities

 

 

 

 

117,986

 

117,986

Yield

 

 

 

 

4.58%

 

4.58%

Equity securities (2)

 

 

 

 

 

8,073

8,073

Yield

 

 

 

 

 

3.87%

3.87%

Total maturities

$5,029

$6,478

$23,871

$68,831

$117,986

$8,073

$230,268

Weighted yield

2.28%

4.17%

4.27%

6.33%

4.58%

3.87%

4.98%

 

 

 

 

 

 

 

 

(1)Yields on state and municipal securities have been adjusted to a tax-equivalent basis using a 34% federal income tax rate.

 

(2)Yield presented represents 2004 actual return

 

 

LOANS

 

Total loans increased $74 million, or 13%, in 2004. Almost 90% of the growth recorded during the year was real estate related, including a $62 million increase in commercial mortgages and a $3 million increase in home equity loans. Residential mortgage loans decreased $1 million during the year as $30 million of loan balances were sold in the secondary market to reduce the company’s interest rate risk exposure and to secure funding for anticipated loan originations. The increase in other loans represents loans to state and municipal entities and includes a local issue funded in 2004 for $7 million. Installment loan balances grew $2 million in 2004 while other commercial loan balances decreased $1 million as payments offset new growth.

 

 

Details regarding the loan portfolio for each of the last five years ending December 31 are as follows:

                

Loans Outstanding

(in thousands)

 

2004

2003

2002

2001

2000

Commercial and Financial

$130,937

$132,319

$ 115,651

$ 94,360

$ 79,483

Real Estate

402,792

337,423

294,864

274,255

246,061

Installment

69,027

66,981

63,258

62,786

62,504

Other

30,136

22,052

20,343

14,077

10,327

Total Loans Gross

632,892

558,775

494,116

445,478

398,375

Allowance for Credit Losses

(7,100)

(6,578)

(6,140)

(5,594)

(5,250)

Net Loans

$625,792

$552,197

$487,976

$439,884

$393,125

 

 

 

19

 



 

 

The following schedule shows the repricing distribution of loans outstanding as of December 31, 2004. Also provided are these amounts classified according to sensitivity to changes in interest rates.

 

Loans Outstanding - Repricing Distribution

(in thousands)

 

Within

One Year

One to

Five Years

Over Five

Years

 

Total

Commercial and Financial

$107,666

$20,332

$2,939

$130,937

Real Estate

259,782

82,440

60,570

402,792

Installment

2,363

63,355

3,309

69,027

Other

5,770

6,841

17,525

30,136

Total

$375,581

$172,968

$84,343

$632,892

 

 

 

 

 

 

 

 

 

 

Loans with predetermined interest rates

$23,212

$94,682

$67,542

$185,436

Loans with floating rates

352,369

78,286

16,801

447,456

Total

$375,581

$172,968

$84,343

$632,892

 

 

ASSET QUALITY

 

The company manages credit risk through the application of policies and procedures designed to foster sound underwriting and credit monitoring practices, although, as is the case with any financial institution, a certain degree of credit risk is dependent in part on local and general economic conditions that are beyond the company’s control.

 

The company's risk management committee meets quarterly or more often as required and makes recommendations to the board of directors regarding provisions for credit losses. The committee reviews individual problem credits and ensures that ample reserves are established considering both general allowances and specific allocations.

 

 

The following schedule reflects various non-performing categories as of December 31 for each of the last five years:

 

2004

2003

2002

2001

2000

 

(in thousands)

Nonaccrual:

 

 

 

 

 

Impaired

$ 0

$ 0

$ 0

$ 0

$ 0

Other

303

844

37

343

645

Loans past due 90 days or more and still accruing

 

539

 

622

 

299

 

426

 

224

Other Real Estate Owned

    0

    0

    0

   50

    0

Total Non-Performing Assets

$842

$1,466

$336

$819

$869

       

 

In 2004, total non-performing assets decreased $624,000. Nonaccrual loans decreased $541,000 as $255,000 of the balances carried on December 31, 2003 were charged-off in 2004 and $296,000 were paid in full. A total of $53,000 of the charged-off balances has subsequently been recovered by the company. Management believes that of the loans currently carried as nonaccrual, loss potential is minimal. Loans past due over ninety days decreased $83,000 during the year. The balance of other real estate owned on December 31, 2004 was $0.

 

During 2003, total non-performing assets increased $1.1 million due to an $807,000 increase in nonaccrual loans and a $323,000 increase in loans past due over ninety days. Management reported that of the loans carried as nonaccrual, loss potential only existed on $444,000 of the balances. Any loss realized on the nonaccrual loans and past due loans would be limited to any collateral deficiency upon disposition. The balance of other real estate owned on December 31, 2003 was $0.

 

On December 31, 2004, the company’s ratio of nonaccrual loans to total loans was .05% compared to the .15% reported in 2003. We continue to rank well ahead of peer banks in measurements of delinquency. The company continues to acknowledge the weakness in local real estate markets, emphasizing strict underwriting standards to minimize the negative impact of the current environment.

 

20

 



 

 

ALLOWANCE FOR CREDIT LOSSES

 

The following table presents an allocation of the allowance for credit losses as of the end of each of the last five years (in thousands):

 

Loan Loss Reserve Allocation

(in thousands)

 

12/31/04

 

12/31/03

 

12/31/02

 

12/31/01

 

12/31/00

 

 

 

Percentage of

Loans in

Each Category

to Total Loans

 

 

 

Percentage of

Loans in Each Category

to Total Loans

 

 

 

Percentage of

Loans in

Each Category

to Total Loans

 

 

 

Percentage of

Loans in

Each Category

to Total Loans

 

 

 

Percentage of

Loans in

Each Category

to Total Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount

 

 

 

Amount

 

 

Amount

 

 

 

Amount

 

 

 

Amount

Commercial and Financial

 

$3,041

 

79%

 

 

$4,449

 

76%

 

 

$4,154

 

76%

 

 

$1,577

 

72%

 

 

$2,483

 

67%

Real Estate

44

3%

 

53

4%

 

44

5%

 

138

7%

 

190

12%

Installment

272

18%

 

259

20%

 

210

19%

 

183

21%

 

98

21%

Unallocated

3,743

-

 

1,817

-

 

1,732

-

 

3,696

-

 

2,479

-

 

$7,100

100%

 

$6,578

100%

 

$6,140

100%

 

$5,594

100%

 

$5,250

100%

 

 

The following schedule presents an analysis of the allowance for credit losses for each of the last five years (in thousands):

 

       

 

Years Ended December 31

 

2004

2003

2002

2001

2000

Balance, January 1

$6,578

$6,140

$5,594

$5,250

$4,714

Charge-Offs:

 

 

 

 

 

Commercial and Financial

293

314

256

233

70

Real Estate

412

109

455

474

268

Installment

423

579

307

360

355

Total Charge-Offs

1,128

1,002

1,018

1,067

693

Recoveries on Charged-Off Loans:

 

 

 

 

 

Commercial and Financial

51

13

2

6

10

Real Estate

66

7

10

20

122

Installment

133

220

152

165

127

Total Recoveries

250

240

164

191

259

Net Charge-Offs

878

762

854

876

434

Provision for Credit Losses

1,400

1,200

1,400

1,220

970

Balance, December 31

$7,100

$6,578

$6,140

$5,594

$5,250

 

 

 

 

 

 

Net Charge-Offs during the period as a percentage of average loans outstanding during the period

 

 

 

.15%

 

 

 

.15%

 

 

 

.18%

 

 

 

.21%

 

 

 

.11%

Allowance for credit losses as a percentage of net loans outstanding at end of period

 

 

1.12%

 

 

1.18%

 

 

1.24%

 

 

1.26%

 

 

1.32%

 

 

Net charge-offs increased $116,000 in 2004 but remained stable as a percentage of average loans. The installment loan charge-offs include $289,000 of indirect auto loans of which $121,000 was recovered through sale during the year. All other charge-off’s include writedowns on credits incurred in the normal course of business. During 2004,

 

21

 



 

$255,000 of the balances carried as nonaccrual on December 31, 2003 were charged-off of which $43,000 was recovered later in the year. The company’s ratio of net charge-off’s to average loans is comparable to its national peer group while the ratio of the allowance for credit losses to net loans is adequate considering delinquent balances.

 

DEPOSITS

 

The primary source of funds to support the company’s growth is its deposit base, and emphasis has been placed on accumulating new deposits while making every effort to retain current relationships. Total deposits increased $70 million in 2004 comprised of $63 million in lower costing savings and demand accounts and a $7 million increase in time deposit balances.

 

The average daily amount of deposits and rates paid on such deposits is summarized for the periods indicated in the following table:

 

 

 

Year Ended December 31,

 

2004

2003

2002

 

 

Amount

Rate

Amount

Rate

Amount

Rate

 

(dollars in thousands)

Noninterest bearing demand deposits

$72,700

 

$68,273

 

$57,926

 

 

Interest-bearing demand deposits

163,826

0.98%

116,196

0.94%

104,968

1.67%

 

Savings deposits

80,112

0.75%

66,974

0.89%

56,878

1.41%

 

Time deposits

316,037

2.60%

321,682

2.95%

318,321

3.82%

 

Total

$632,675

 

$573,125

 

$538,093

 

 

 

 

Maturities of time certificates of deposit of $100,000 or more outstanding at December 31, 2004, are summarized as follows:

 

 

 

Time Certificates

Of Deposit

 

(in thousands)

3 months or less

$ 50,126

Over 3 through 6 months

10,736

Over 6 through 12 months

13,532

Over 12 months

19,931

Total

$94,325

 

 

CAPITAL

A strong capital base is essential to the continued growth and profitability of the company and is therefore a management priority. The company’s principal capital planning goals are to provide an adequate return to shareholders while retaining a sufficient base from which to provide for future growth, while at the same time complying with all regulatory standards. As more fully described in Note 13 to the financial statements, regulatory authorities have prescribed specified minimum capital ratios as guidelines for determining capital adequacy to help insure the safety and soundness of financial institutions.

 

 

 

 

 

 

22

 



 

 

The following schedules present information regarding the company’s risk-based capital at December 31, 2004, 2003 and 2002 and selected other capital ratios.

 

CAPITAL ANALYSIS

(in thousands)

 

December 31,

 

2004

2003

2002

Tier I Capital:

 

 

 

Shareholders’ equity

$ 74,693

$ 66,103

$ 58,005

Total Tier I Capital

$ 74,693

$ 66,103

$ 58,005

Tier II Capital:

 

 

 

Allowable portion of allowance for credit losses

$ 7,100

$ 6,578

$ 6,140

Total Risk-Based Capital

$ 81,793

$ 72,681

$ 64,145

Total Risk-Weighted Assets

$728,681

$633,762

$549,300

 

 

 

CAPITAL RATIOS

 

Regulatory

Minimum

 

2004

 

2003

 

2002

Total Risk-Based Capital

8.00%

11.22%

11.47%

11.68%

Tier I Risk-Based Capital

4.00%

10.25%

10.43%

10.56%

Tier I Leverage Ratio

4.00%

8.69%

8.52%

8.09%

Return on Assets

N/A

1.08%

1.11%

1.12%

Return on Equity*

N/A

12.86%

13.15%

13.96%

Equity to Assets Ratio*

N/A

8.34%

8.42%

8.55%

Dividend Payout Ratio

N/A

41.95%

37.83%

35.29%

 

 

 

 

 

* Includes the effect of SFAS 115 in the amount of $1,030,000 in 2004, $2,635,000 in 2003 and $4,838,000 in 2002.

       

During 1999, the company implemented a Dividend Reinvestment Plan which has resulted in an influx to capital of $7.4 million to date. The company also adopted stock option plans for directors and senior officers. New capital generated from the exercise of stock options is $2.5 million at December 31, 2004. In November 2002, the company declared a 100% stock dividend which was payable January 31, 2003. As a result of this stock dividend, 2,603,838 new shares were issued on the payable date. The company also paid a 100% stock dividend on September 30, 2004 which resulted in the issuance of 5,423,425 new shares.

 

In 2004, regulatory capital increased $8.6 million comprised of a $5.4 million increase in retained earnings after paying cash dividends of $3.9 million, a $2.1 million increase due to the company’s dividend reinvestment plan and a $1.1 million increase due to the issuance of shares from the company’s stock option plans. As of December 31, 2004, there were 8,111,410 shares of stock available for future sale or stock dividends. The number of shareholders of record at December 31, 2004 was 1,246. Quarterly market highs and lows, dividends paid and known market makers are highlighted in the Investor Information section of this Annual Report. Refer to Note 13 to the financial statements for further discussion of capital requirements and dividend limitations.

 

ECONOMIC CONDITIONS AND FORWARD OUTLOOK

 

Economic conditions affect financial institutions, as they do other businesses, in a number of ways. Rising inflation affects all businesses through increased operating costs but affects banks primarily through the manner in which they manage their interest sensitive assets and liabilities in a rising rate environment. Economic recession can also have a material effect on financial institutions as the assets and liabilities affected by a decrease in interest rates must be managed in a way that will maximize the largest component of a bank’s income, that being net interest income. Recessionary periods may also tend to decrease borrowing needs and increase the uncertainty inherent in the borrowers’ ability to pay previously advanced loans. Additionally, reinvestment of investment portfolio maturities can pose a problem as attractive rates are not as available. Management closely monitors the interest rate risk of the balance sheet and the credit risk inherent in the loan portfolio in order to minimize the effects of fluctuations caused by changes in general economic conditions.

 

23

 



 

 

While we are optimistic about the prospect of continued growth and earnings improvement, any forward-looking statements by their nature are subject to assumptions, risks and uncertainties. Actual results could vary from those implied for a variety of reasons including:

 

      A change in interest rates which is more immediate or more significant than anticipated.

      The demand for new loans and the ability of borrowers to repay outstanding debt.

      The timing of expansion plans could be altered by forces beyond our control such as weather or regulatory approvals.

      Our ability to continue to attract new deposits from our marketplace to meet the daily liquidity needs of the company.

 

As of this writing, the company was not aware of any pronouncements or legislation that would have a material impact on the results of operations.

 

Item 7A – Quantitative and Qualitative Disclosures About Market Risk

 

ASSET AND LIABILITY MANAGEMENT

 

The major objectives of the company’s asset and liability management are to:

 

 

(1)

manage exposure to changes in the interest rate environment to achieve a neutral interest sensitivity position within reasonable ranges,

 

(2)

ensure adequate liquidity and funding,

 

(3)

maintain a strong capital base, and

 

(4)

maximize net interest income opportunities.

 

The company manages these objectives through its Senior Management and Asset and Liability Management Committees (ALCO). Members of the committees meet regularly to develop balance sheet strategies affecting the future level of net interest income, liquidity and capital. Items that are considered in asset and liability management include balance sheet forecasts, the economic environment, the anticipated direction of interest rates and the company’s earnings sensitivity to changes in these rates.

 

INTEREST RATE SENSITIVITY

 

The company analyzes its interest sensitivity position to manage the risk associated with interest rate movements through the use of gap analysis and simulation modeling. Interest rate risk arises from mismatches in the repricing of assets and liabilities within a given time period. Gap analysis is an approach used to quantify these differences. A positive gap results when the amount of interest-sensitive assets exceeds that of interest-sensitive liabilities within a given time period. A negative gap results when the amount of interest-sensitive liabilities exceeds that of interest-sensitive assets.

 

While gap analysis is a general indicator of the potential effect that changing interest rates may have on net interest income, the gap report has some limitations and does not present a complete picture of interest rate sensitivity. First, changes in the general level of interest rates do not affect all categories of assets and liabilities equally or simultaneously. Second, assumptions must be made to construct a gap table. For example, non-maturity deposits are assigned a repricing interval based on internal assumptions. Management can influence the actual repricing of these deposits independent of the gap assumption. Third, the gap table represents a one-day position and cannot incorporate a changing mix of assets and liabilities over time as interest rates change.

 

Because of the limitations of the gap reports, the company uses simulation modeling to project future net interest income streams incorporating the current gap position, the forecasted balance sheet mix, and the anticipated spread relationships between market rates and bank products under a variety of interest rate scenarios.

 

The company’s interest sensitivity at December 31, 2004 was essentially neutral within reasonable ranges; for example, an interest rate fluctuation of up or down 200 basis points would not be expected to have a significant impact on net interest income.

 

 

24

 



 

 

INTEREST RATE GAP

 

The following schedule illustrates the company’s interest rate gap position as of December 31, 2004 which measures sensitivity to interest rate fluctuations for certain interest sensitivity periods.

 

Interest Rate Sensitivity Analysis

as of December 31, 2004

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

Rate Sensitive

 

Not

 

 

1 to 90

91 to 180

181 to 365

1 to 5

Beyond

Rate

 

 

Days

Days

Days

Years

5 Years

Sensitive

Total

 

 

 

 

 

 

 

 

Commercial loans

$350,837

$5,134

$11,593

$ 95,520

$ 37,040

$ 0

$500,124

Mortgage loans

595

800

2,995

12,620

3,321

0

20,331

Installment loans

24,973

6,196

12,358

59,566

9,344

0

112,437

Total Loans

376,405

12,130

26,946

167,706

49,705

0

632,892

 

 

 

 

 

 

 

 

Securities-taxable

26,418

11,725

15,651

77,605

40,456

8,073

179,928

Securities-tax free

0

420

0

24,005

27,478

0

51,903

Total Securities

26,418

12,145

15,651

101,610

67,934

8,073

231,831

 

 

 

 

 

 

 

 

Interest-bearing deposits with banks

297

198

1,485

0

0

0

1,980

Federal funds sold

1,700

0

0

0

0

0

1,700

Total Money Market Assets

1,997

198

1,485

0

0

0

3,680

 

 

 

 

 

 

 

 

Total Earning Assets

404,820

24,473

44,082

269,316

117,639

8,073

868,403

Non-earning assets

0

0

0

0

0

46,188

46,188

Allowance for credit losses

0

0

0

0

0

(7,100)

(7,100)

 

 

 

 

 

 

 

 

Total Assets

$404,820

$24,473

$44,082

$269,316

$117,639

$47,161

$907,491

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand deposits

$217,669

$ 0

$ 0

$ 0

$ 0

$ 0

$217,669

Savings deposits

85,630

574

789

0

0

0

86,993

Time deposits $100,000 and over

50,127

10,736

13,532

18,508

1,422

0

94,325

Other time deposits

34,947

27,933

49,914

87,983

13,291

0

214,068

Total Interest-Bearing Deposits

388,373

39,243

64,235

106,491

14,713

0

613,055

 

 

 

 

 

 

 

 

Borrowed funds and other interest-bearing liabilities

28,325

1,717

8,491

46,439

69,095

0

154,067

 

 

 

 

 

 

 

 

Total Interest-Bearing Liabilities

416,698

40,960

72,726

152,930

83,808

0

767,122

Demand deposits

0

0

0

0

0

58,658

58,658

Other liabilities

0

0

0

0

0

5,988

5,988

Stockholders' equity

0

0

0

0

0

75,723

75,723

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

 

$416,698

 

$40,960

 

$72,726

 

$152,930

 

$83,808

 

$140,369

 

$907,491

 

 

 

 

 

 

 

 

Interest Rate Sensitivity gap

$(11,878)

$(16,487)

$(28,644)

$116,386

$33,831

$(93,208)

 

 

 

 

 

 

 

 

 

Cumulative gap

$(11,878)

$(28,365)

$(57,009)

$59,377

$93,208

 

 

 

 

 

25

 



 

 

EARNINGS AT RISK AND ECOMONIC VALUE AT RISK SIMULATIONS

 

The company recognizes that more sophisticated tools exist for measuring the interest rate risk in the balance sheet beyond static gap analysis. Although it will continue to measure its static gap position, the company utilizes additional modeling for identifying and measuring the interest rate risk in the overall balance sheet. The ALCO is responsible for focusing on “earnings at risk” and “economic value at risk”, and how both relate to the risk-based capital position when analyzing the interest rate risk.

 

EARNINGS AT RISK

 

Earnings at risk simulation measures the change in net interest income and net income should interest rates rise and fall. The simulation recognizes that not all assets and liabilities reprice equally and simultaneously with market rates (i.e., savings rate). The ALCO looks at “earnings at risk” to determine income changes from a base case scenario under an increase and decrease of 200 basis points in the interest rate simulation model.

 

ECONOMIC VALUE AT RISK

 

Earnings at risk simulation measures the short-term risk in the balance sheet. Economic value (or portfolio equity) at risk measures the long-term risk by finding the net present value of the future cash flows from the company’s existing assets and liabilities. The ALCO examines this ratio monthly utilizing a rate shock of +200 basis points in the interest rate simulation model. The ALCO recognizes that, in some instances, this ratio may contradict the “earnings at risk” ratio.

 

The following table illustrates the simulated impact of a 200 basis point upward or downward movement in interest rates on net interest income, and the change in economic value. This analysis assumed that interest-earning asset and interest-bearing liability levels at December 31, 2004 remained constant. The impact of the rate movements were developed by simulating the effect of rates changing over a twelve-month period from the December 31, 2004 levels.

 

 

RATES + 200

RATES - 200

Earnings at risk:

 

 

Percent change in net interest income

9.31%

(7.98)%

 

 

 

Economic value at risk:

 

 

Percent change in economic value of equity

(24.70)%

13.76%

 

 

 

        Economic value has the most meaning when viewed within the context of risk-based capital. Therefore, the economic value may change beyond the company’s policy guideline for a short period of time as long as the risk-based capital ratio is greater than 10%.

 

LIQUIDITY

 

The term liquidity refers to the ability of the company to generate sufficient amounts of cash to meet its cash-flow needs. Liquidity is required to fulfill the borrowing needs of the company’s credit customers and the withdrawal and maturity requirements of its deposit customers, as well as to meet other financial commitments. Cash and cash equivalents (cash and due from banks and federal funds sold) are the company’s most liquid assets. At December 31, 2004 cash and cash equivalents totaled $15.3 million, compared to the December 31, 2003 level of $23.3 million. Financing activities provided $82.4 million and operating activities provided $11.4 million of cash and cash equivalents during the year while investing activities utilized $101.8 million. The cash flows provided by financing activities includes increases in deposits and borrowed funds while the funds provided by operating activities pertains to interest payments received on loans and investments. The cash used in investing activities consists of loan proceeds and security purchases.

 

Core deposits, which represent the company’s primary source of liquidity, averaged $533 million in 2004, an increase of $55 million, or 12%, from the $478 million average in 2003. This increase in average core deposits was supplemented with a $5 million increase in average jumbo certificates and a $17 million increase in average borrowed funds and other interest-bearing liabilities.

 

26

 



 

 

The company has other potential sources of liquidity, including repurchase agreements. Additionally, the company can borrow on credit lines established at several correspondent banks and at the Federal Home Loan Bank of Pittsburgh. The Federal Reserve Discount Window also provides an additional funding source.

 

Item 8 - Financial Statements and Supplementary Data

 

The information required in Part II, Item 8 is incorporated by reference from the Company’s Annual Report to security holders for the fiscal year ended December 31, 2004.

 

Balance Sheet

Exhibit A

Statement of Income

Exhibit B

Statement of Cash Flows

Exhibit C

Statement of Changes in Stockholders’ Equity and Comprehensive Income

 

Exhibit D

Notes to Consolidated Financial Statements

 

Report of Independent Registered Public Accounting Firm

Exhibit E

 

Additional references are made in Part IV, Item 16 of this Form 10-K.

 

Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

 

Not Applicable

 

Item 9A. – Controls and Procedures

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures - The company carried out an evaluation, under the supervision and with the participation of the company’s management, including the company’s Chief Executive Officer along with the company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as such term is defined under Rule 13a – 15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based upon that evaluation, the company’s Chief Executive Officer along with the company’s Chief Financial Officer concluded that the company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the company (including its consolidated subsidiaries) required to be included in the company’s periodic SEC filings.

 

Changes in Internal Controls over Financial Reporting – There were no changes in our internal control over financial reporting that occurred during the period covered by this annual report that have materially affected, or are, reasonably likely to materially affect, the company’s internal controls over financial reporting.

 

Management’s Report on Internal Control Over Financial Reporting

 

The management of First National Community Bancorp, Inc. (the “Company”) is responsible for (1) the preparation of the accompanying financial statements; (2) establishing and maintaining internal controls over financial reporting; and (3) the assessment of the effectiveness of internal control over financial reporting. The Securities and Exchange Commission defines effective internal control over financial reporting as a process designed under the supervision of the company’s principal executive officer and principal financial officer, and implemented in conjunction with management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.

 

The company’s internal control over financial reporting is supported by written policies and procedures. All internal control systems, no matter how well designed, have inherent limitations and provide only reasonable assurance that the objectives of the control system are met. Therefore, no evaluation of controls can provide absolute assurance that all control issues and misstatements due to error or fraud, if any, within the company have been detected. Additionally, any system of controls is subject to the risk that controls may become inadequate due to changes in conditions or that compliance with policies or procedures may deteriorate.

 

 

27

 



 

 

As of December 31, 2004, management of the company conducted an assessment of the effectiveness of the company’s internal control over financial reporting based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management has concluded that the company’s internal control over financial reporting was effective as of December 31, 2004.

 

Management’s assessment of the effectiveness of the company’s internal control over financial reporting as of December 31, 2004, has been audited by Demetrius and Company, L.L.C., the independent registered public accounting firm that audited the company’s financial statements for the period covered. A copy of the Demetrius and Company, L.L.C. report is included in this annual report.

 

 

/s/ J. David Lombardi

/s/ William S. Lance

 

J. David Lombardi

William S. Lance

 

President and Chief Executive Officer

Principal Financial Officer

 

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders of

First National Community Bancorp, Inc.

 

We have audited management³s assessment, included in the accompanying Management³s Report on Internal Control over Financial Reporting, that First National Community Bancorp, Inc. maintained effective internal control over financial reporting as of December31, 2004, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). First National Community Bancorp, Inc.³s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management³s assessment and an opinion on the effectiveness of the company³s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management³s assessment, testing and evaluating the design and operating effectiveness of internal control,. and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company³s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company³s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management³s assessment that First National Community Bancorp, Inc. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on criteria established in Internal Control–lntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also in our opinion, First National Community Bancorp, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets and the related consolidated statements of income, stockholders³ equity and comprehensive income, and cash flows of First National Community Bancorp, Inc., and our report dated January 21, 2005 expressed an unqualified opinion.

 

DEMETRIUS & COMPANY, L.L.C.

Wayne, New Jersey

January 21, 2005

 

 

Item 9B. – Other Information

None

 

 

28

 



 

 

FIRST NATIONAL COMMUNITY BANCORP, INC.

 

Part III.

 

Item 10 - Directors and Executive Officers of the Registrant

 

Information regarding directors, nominees, principal officers, audit committees and audit committee financial experts required by this item is set forth under the captions “Information as to Nominees and Directors”, “Principal Officers of the Company”, “Principal Officers of the Bank”, “Audit Committee Financial Expert”, “Audit Committee” and “Compliance with Section 16(a) of the Exchange Act” in the Proxy Statement filed for the annual meeting of shareholders to be held on May 18, 2005 and is incorporated herein by reference.

 

The company has adopted a Code of Ethics that applies to directors, officers and employees of the company and the bank. A copy of the Code of Ethics was included as an exhibit to the company’s Form 10-K for the year ended December 31, 2003 and filed with the Securities and Exchange Commission. A request for the Company’s Code of Ethics can be made either in writing to William Lance, First National Community Bancorp, Inc., 102 East Drinker Street, Dunmore, Pennsylvania, 18512 or by email at fncb@fncb.com.

 

Item 11 - Executive Compensation

 

The information required by this item is set forth under the captions “Executive Compensation”, “Option Grants in 2004”, “Compensation of Directors”, “Employment Agreement”, “Compensation Report of the Board of Directors”, and “Stock Performance Graph and Table” in the Proxy Statement filed for the annual meeting of shareholders to be held on May 18, 2005 and is incorporated herein by reference.

 

Item 12- Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The information required by this item regarding security ownership of certain beneficial owners and management is set forth under the caption “Beneficial Ownership by Directors, Principal Officers and Nominees” in the Proxy Statement filed for the annual meeting of shareholders to be held on May 18, 2005 and is incorporated herein by reference.

 

Information regarding the Company’s compensation plans under which equity securities of the registrant are authorized for issuance as of December 31, 2004 is set forth under the caption “Equity Compensation Plan Information” in the Proxy Statement filed for the annual meeting of shareholders to be held on May 18, 2005 and is incorporated herein by reference.

 

Item 13 - Certain Relationships and Related Transactions

 

The information required by this item is set forth under the caption “Certain Relationships and Related Transactions” in the Proxy Statement filed for the annual meeting of shareholders to be held on May 18, 2005 and is incorporated herein by reference.

 

Item 14 – Principal Accountant Fees and Services

 

The information required by this item is set forth under the caption “Independent Auditors” in the Proxy Statement filed for the annual meeting of shareholders to be held on May 18, 2005 and is incorporated herein by reference.

 

 

 

 

 

29

 



 

 

Part IV.

 

Item 15 - Exhibits and Financial Statement Schedules

The information required in Item 15 is incorporated by reference from the Company’s Annual Report to security holders for the fiscal year ended December 31, 2004.

 

 

EXHIBIT A - Balance Sheet - December 31, 2004 and 2003

 

EXHIBIT B - Statement of Income - December 31, 2004, 2003 and 2002

 

EXHIBIT C - Statement of Cash Flows - December 31, 2004, 2003 and 2002

 

EXHIBIT D - Statement of Changes in Stockholders’ Equity and Comprehensive Income – December 31, 2004, 2003 and 2002

 

Notes to Consolidated Financial Statements

 

1

Summary of Significant Accounting Policies

2

Restricted Cash Balances

3

Investment Securities - December 31, 2004 and 2003

4

Loans and Changes in Allowance for Loan Loss - December 31, 2004 and 2003

5

Bank Premises and Equipment - December 31, 2004 and 2003

6

Deposits

7

Borrowed Funds - December 31, 2004 and 2003

8

Benefit Plans

9

Income Taxes - December 31, 2004, 2003 and 2002

10

Related Party Transactions

11

Commitments

12

Stock Option Plans

13

Regulatory Matters - December 31, 2004 and 2003

14

Disclosures about Fair Value of Financial Instruments - December 31, 2004 and 2003

15

Condensed Financial Information – Parent Company Only

16

Selected Quarterly Financial Data - 2004 and 2003

 

EXHIBIT E – Report of Independent Registered Public Accounting Firm

 

Exhibit 10.1

1999 Dividend Reinvestment and Stock Purchase Plan

 

 

Exhibit 10.2

2000 Stock Incentive Plan

 

 

Exhibit 10.3

2000 Independent Directors Stock Option Plan

 

 

Exhibit 10.4

Non-qualified Deferred Compensation Plan

 

 

Exhibit 14

The Registrant’s Code of Ethics. (Incorporated by reference to Exhibit 99.1 of the Registrant’s Form 10-K for the fiscal year ended December 31, 2003 filed with the Securities and Exchange Commission)

 

 

Exhibit 31.1

Certification of Chief Executive Officer

 

 

Exhibit 31.2

Certification of Chief Financial Officer

 

 

Exhibit 32.1

Section 1350 Certification – Chief Executive Officer

 

 

Exhibit 32.2

Section 1350 Certification – Chief Financial Officer

 

 

 

 

 

30

 



        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:

Registrant: FIRST NATIONAL COMMUNITY BANCORP, INC.



/s/ J. David Lombardi

J. David Lombardi, President and
Chief Executive Officer

/s/ William Lance

William Lance, Treasurer
Principal Financial Officer and
Principal Accounting Officer

/s/ Linda D'Amario

Linda D'Amario
Comptroller

DATE: March 30, 2005

        Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Directors:

/s/ Michael G. Cestone March 30, 2005 /s/ Louis A. DeNaples March 30, 2005




Michael G. Cestone Date Louis A. DeNaples Date
                   
    /s/ Joseph J. Gentile March 30, 2005




Michael J. Cestone, Jr. Date Joseph J. Gentile Date
                   
/s/ Joseph Coccia March 30, 2005 /s/ Joseph O. Haggerty March 30, 2005




Joseph Coccia Date Joseph O. Haggerty Date
                   
/s/ William P. Conaboy March 30, 2005 /s/ J. David Lombardi March 30, 2005




William P. Conaboy Date J. David Lombardi Date
                   
/s/ Michael T. Conahan March 30, 2005 /s/ John P. Moses March 30, 2005




Michael T. Conahan Date John P. Moses Date
                   
/s/ Dominick L. DeNaples March 30, 2005    




Dominick L. DeNaples Date John R. Thomas Date

 

 

 

 

31

 



 

 

Exhibit A – Balance Sheet

FIRST NATIONAL COMMUNITY BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

December 31, (in thousands, except share data)

 

2004

 

2003

ASSETS

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

Cash and due from banks

$

13,653

$

23,290

 

Federal funds sold

 

1,700

 

0

 

 

Total cash and cash equivalents

 

15,353

 

23,290

Interest-bearing balances with financial institutions

 

1,980

 

2,673

Securities:

 

 

 

 

 

 

Available-for-sale, at fair value

 

222,282

 

201,204

 

Held-to-maturity, at cost (fair value $1,542 and $1,442)

 

1,486

 

1,415

 

Federal Reserve Bank and FHLB stock, at cost

 

8,063

 

8,734

Net loans

 

 

625,792

 

552,197

Bank premises and equipment

 

10,054

 

8,758

Accrued interest receivable

 

3,984

 

3,458

Other assets

 

 

18,497

 

14,574

 

 

 

TOTAL ASSETS

$

907,491

$

816,303

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

Deposits:

 

 

 

 

 

 

Demand

 

$

58,658

$

73,918

 

Interest-bearing demand

 

217,669

 

138,021

 

Savings

 

 

86,993

 

88,496

 

Time ($100,000 and over)

 

94,325

 

91,375

 

Other time

 

214,068

 

210,259

 

 

Total deposits

 

671,713

 

602,069

Borrowed funds

 

154,067

 

140,421

Accrued interest payable

 

1,534

 

2,031

Other liabilities

 

4,454

 

3,044

 

 

Total liabilities

$

831,768

$

747,565

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

Common Stock ($1.25 par)

 

 

 

 

 

Authorized: 20,000,000 shares

Issued and outstanding: 10,898,942 shares in 2004 and 10,663,670 shares in 2003

$

13,624

$

13,330

Additional paid-in capital

 

18,671

 

15,638

Retained earnings

 

42,398

 

37,135

Accumulated other comprehensive income

 

1,030

 

2,635

 

 

Total stockholders' equity

 

75,723

 

68,738

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

907,491

$

816,303

 

 

 

 

 

 

 

 

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

 

 

 

 

 

32

 



 

 

Exhibit B – Statements of Income

 

FIRST NATIONAL COMMUNITY BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

Year Ended December 31, (in thousands, except per share data)

2004

 

2003

 

2002

INTEREST INCOME

 

 

 

 

 

 

Interest and fees on loans

$

32,982

$

30,738

$

31,477

Interest and dividends on securities:

 

 

 

 

 

 

U.S. Treasury and government agencies

 

5,788

 

6,534

 

8,043

State and political subdivisions

 

2,524

 

2,853

 

2,734

Other securities

 

829

 

455

 

340

Total interest and dividends on securities

 

9,141

 

9,842

 

11,117

Interest on balances with financial institutions

 

44

 

82

 

138

Interest on federal funds sold

 

62

 

43

 

127

TOTAL INTEREST INCOME

 

42,229

 

40,705

 

42,859

INTEREST EXPENSE

 

 

 

 

 

 

Interest-bearing demand

 

1,605

 

1,097

 

1,750

Savings

 

599

 

599

 

799

Time ($100,000 and over)

 

2,102

 

2,199

 

2,750

Other time

 

6,125

 

7,278

 

9,414

Interest on borrowed funds

 

6,529

 

6,237

 

6,086

TOTAL INTEREST EXPENSE

 

16,960

 

17,410

 

20,799

Net interest income before provision for credit losses

 

25,269

 

23,295

 

22,060

Provision for credit losses

 

1,400

 

1,200

 

1,400

NET INTEREST INCOME AFTER

 

 

 

 

 

 

PROVISION FOR CREDIT LOSSES

 

23,869

 

22,095

 

20,660

OTHER INCOME

 

 

 

 

 

 

Service charges

 

1,929

 

1,575

 

1,371

Net gain on the sale of securities

 

846

 

657

 

366

Net gain on the sale of loans

 

499

 

555

 

339

Net gain on the sale of other real estate

 

25

 

96

 

454

Other

 

1,490

 

1,301

 

1,146

TOTAL OTHER INCOME

 

4,789

 

4,184

 

3,676

OTHER EXPENSES

 

 

 

 

 

 

Salaries and employee benefits

 

8,692

 

7,641

 

6,990

Occupancy expense

 

1,556

 

1,471

 

1,388

Equipment expense

 

1,257

 

1,193

 

1,161

Directors Fees

 

468

 

464

 

372

Advertising expense

 

650

 

575

 

604

Data processing expense

 

1,309

 

1,116

 

941

Bank shares tax

 

583

 

410

 

342

Other operating expenses

 

2,884

 

2,613

 

2,450

TOTAL OTHER EXPENSES

 

17,399

 

15,483

 

14,248

INCOME BEFORE INCOME TAXES

 

11,259

 

10,796

 

10,088

Provision for income taxes

 

1,996

 

2,159

 

2,063

NET INCOME

$

9,263

$

8,637

$

8,025

EARNINGS PER SHARE:

 

 

 

 

 

 

BASIC

$

0.86

$

0.82

$

0.78

DILUTED

$

0.83

$

0.79

$

0.75

 

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

 

 

 

 

33

 



 

 

Exhibit C – Statements of Cash Flows

 

FIRST NATIONAL COMMUNITY BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

For The Years Ended December 31, (in thousands)

 

2004

 

2003

 

2002

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Interest received

$

42,633

$

41,847

$

44,085

Fees and commissions received

 

3,419

 

2,876

 

2,517

Interest paid

 

(17,457)

 

(17,755)

 

(21,987)

Cash paid to suppliers and employees

 

(15,019)

 

(14,152)

 

(13,253)

Income taxes paid

 

(2,189)

 

(2,759)

 

(2,579)

 

 

 

 

 

 

 

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

11,387

 

10,057

 

8,783

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

Proceeds from maturities

 

500

 

500

 

1,000

Proceeds from sales prior to maturity

 

67,933

 

51,282

 

40,088

Proceeds from calls prior to maturity

 

33,866

 

80,258

 

46,916

Purchases

 

(125,292)

 

(141,876)

 

(94,313)

Securities held to maturity:

 

 

 

 

 

 

Proceeds from calls prior to maturity

 

0

 

0

 

643

Net (increase)/decrease in interest-bearing bank balances

 

693

 

695

 

(207)

Purchase of bank owned life insurance

 

(2,500)

 

0

 

0

Net increase in loans to customers

 

(74,470)

 

(64,771)

 

(48,649)

Capital expenditures

 

(2,489)

 

(2,740)

 

(1,584)

 

 

 

 

 

 

 

NET CASH USED IN INVESTING ACTIVITIES

 

(101,759)

 

(76,652)

 

(56,106)

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

Net increase in demand deposits, money market demand, NOW accounts, and savings accounts

 

62,884

 

75,846

 

20,191

Net increase/(decrease) in certificates of deposit

 

6,759

 

(14,252)

 

2,950

Net increase in borrowed funds

 

13,646

 

13,513

 

25,298

Proceeds from issuance of common stock net of stock issuance costs

 

2,060

 

1,565

 

1,238

Proceeds from issuance of common stock - Stock Option Plans

 

971

 

982

 

324

Cash dividends paid

 

(3,885)

 

(3,267)

 

(2,832)

 

 

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

82,435

 

74,387

 

47,169

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

(7,937)

 

7,792

 

(154)

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

 

23,290

 

15,498

 

15,652

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF YEAR

$

15,353

$

23,290

$

15,498

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

34

 



 

 

 

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

 

 

 

 

 

 

Net income

$

9,263

$

8,637

$

8,025

 

 

 

 

 

 

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Amortization and accretion, net

 

931

 

1,293

 

1,169

Depreciation and amortization

 

1,192

 

1,085

 

1,082

Stock based compensation - stock option plans

 

181

 

181

 

0

Provision for credit losses

 

1,400

 

1,200

 

1,400

Provision for deferred taxes

 

(405)

 

(323)

 

(528)

Gain on sale of securities

 

(846)

 

(657)

 

(366)

Gain on sale of loans

 

(499)

 

(555)

 

(339)

Gain on sale of other real estate

 

(25)

 

(96)

 

(454)

Decrease in interest payable

 

(497)

 

(345)

 

(1,189)

Increase in accrued expenses and other liabilities

 

1,410

 

632

 

399

Increase in prepaid expenses and other assets

 

(192)

 

(845)

 

(473)

Decrease (increase) in interest receivable

 

(526)

 

(150)

 

57

 

 

 

 

 

 

 

Total adjustments

 

2,124

 

1,420

 

758

 

 

 

 

 

 

 

NET CASH PROVIDED BY OPERATING ACTIVITIES

$

11,387

$

10,057

$

8,783

 

 

 

 

 

 

 

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

 

 

 

35

 



 

 

Exhibit D – Statements of Changes in Stockholders’ Equity and Comprehensive Income

FIRST NATIONAL COMMUNITY BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

For the Years Ended December 31, 2004, 2003 and 2002 (in thousands, except share data)

 

 

 

 

 

 

 

COMP-REHEN-SIVE

 

 

COMMON STOCK

 

 

ADD’L

PAID-IN

 

 

 

RETAINED

ACCUMULATED OTHER COMP-REHENSIVE

INCOME/

 

 

 

 

 

INCOME

SHARES

 

AMOUNT

CAPITAL

EARNINGS

(LOSS)

TOTAL

BALANCES, DECEMBER 31, 2001

 

10,215,188

 

$12,768

$11,566

$26,916

$536

$51,786

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

Net income for the year

$8,025

 

 

 

 

8,025

 

8,025

 

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on securities available-for-sale, net of deferred income taxes of $2,216

 

3,936

 

 

 

 

 

 

 

 

 

 

Reclassification adjustment for gain or loss included in income

 

366

 

 

 

 

 

 

 

 

 

Total other comp. gain, net of tax

4,302

 

 

 

 

 

4,302

4,302

 

Comprehensive Income

$12,327

 

 

 

 

 

 

 

 

Cash dividends paid, $0.275 per share

 

 

 

 

 

(2,832)

 

(2,832)

 

Proceeds from issuance of Common Stock-

Stock option plans

 

 

44,000

 

 

56

 

310

 

(42)

 

 

324

 

Proceeds from issuance of Common Stock through dividend reinvestment

 

 

156,164

 

 

196

 

1,189

 

(147)

 

 

1,238

BALANCES, DECEMBER 31, 2002

 

10,415,352

 

$13,020

$13,065

$31,920

$4,838

$62,843

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

Net income for the year

$8,637

 

 

 

 

8,637

 

8,637

 

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

Unrealized loss on securities available-for-sale, net of deferred income tax benefit of $1,135

 

(2,860)

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification adjustment for gain or loss included in income

 

657

 

 

 

 

 

 

 

 

 

Total other comp. loss, net of tax

(2,203)

 

 

 

 

 

(2,203)

(2,203)

 

Comprehensive Income

$6,434

 

 

 

 

 

 

 

 

Cash dividends paid, $0.31 per share

 

 

 

 

 

(3,267)

 

(3,267)

 

Stock based compensation – Stock Option Plans

 

 

 

 

181

 

 

181

 

Proceeds from issuance of Common Stock-

Stock option plans

 

 

129,600

 

 

162

 

901

 

(81)

 

 

982

 

Proceeds from issuance of Common Stock through dividend reinvestment

 

 

118,718

 

 

148

 

1,491

 

(74)

 

 

1,565

BALANCES, DECEMBER 31, 2003

 

10,663,670

 

$13,330

$15,638

$37,135

$2,635

$68,738

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

Net income for the year

$9,263

 

 

 

 

9,263

 

9,263

 

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

Unrealized loss on securities available-for-sale, net of deferred income tax benefit of $826

 

(2,451)

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification adjustment for gain or loss included in income

 

846

 

 

 

 

 

 

 

 

 

Total other comp. loss, net of tax

(1,605)

 

 

 

 

 

(2,203)

(2,203)

 

Comprehensive Income

$7,658

 

 

 

 

 

 

 

 

Cash dividends paid, $0.36 per share

 

 

 

 

 

(3,885)

 

(3,885)

 

Stock based compensation – Stock Option Plans

 

 

 

 

181

 

 

181

Proceeds from issuance of Common Stock-

Stock option plans

 

 

119,500

 

 

149

 

883

 

(61)

 

 

971

Proceeds from issuance of Common Stock through dividend reinvestment

 

 

115,772

 

 

145

 

1,969

 

(54)

 

 

2,060

BALANCES, DECEMBER 31, 2004

 

10,898,942

 

$13,624

$18,671

$42,398

$1,030

$75,723

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

 

 

36

 



 

 

Notes to Consolidated Financial Statements:

 

1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

 

The accounting and reporting policies that affect the more significant elements of First National Community Bancorp, Inc.’s (the “company”) financial statements are summarized below. They have been followed on a consistent basis and are in accordance with generally accepted accounting principles and conform to general practice within the banking industry.

 

NATURE OF OPERATIONS

The company is a registered bank holding company, incorporated under the laws of the state of Pennsylvania. It is the parent company of First National Community Bank (the “bank”) and it’s wholly owned subsidiary FNCB Realty, Inc.

The bank provides a variety of financial services to individuals and corporate customers through its sixteen banking locations located in northeastern Pennsylvania. It provides a full range of commercial banking services which includes commercial, residential and consumer lending. Additionally, the bank provides to it's customers a variety of deposit products, including demand checking and interest-bearing deposit accounts.

FNCB Realty, Inc.’s operating activities include the acquisition, holding, and disposition of certain real estate acquired in satisfaction of loan commitments owed by third party debtors to the bank.

 

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of First National Community Bancorp, Inc., the bank and it’s wholly owned subsidiary FNCB Realty, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

 

USE OF ESTIMATES

The preparation of financial statements in conformity 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 period. Actual results could differ from those estimates.

 

SECURITIES

Debt securities that management has the ability and intent to hold to maturity are classified as held-to-maturity and carried at cost, adjusted for amortization of premium and accretion of discounts using methods approximating the interest method. Other marketable securities are classified as available-for-sale and are carried at fair value. Unrealized gains and losses on securities available-for-sale are recognized as direct increases or decreases in stockholders' equity. Cost of securities sold is recognized using the specific identification method.

Investments in the Federal Reserve Bank and FHLB stock are carried at cost due to restrictions on their sale due to regulatory requirements.

 

LOANS

Loans are stated at face value, net of unamortized loan fees and costs and the allowance for credit losses. Interest on all loans is recognized on the accrual basis, based upon the principal amount outstanding.

Loans are placed on nonaccrual when a loan is specifically determined to be impaired or when management believes that the collection of interest or principal is doubtful. This is generally when a default of interest or principal has existed for 90 days or more, unless such loan is fully secured and in the process of collection. When the interest accrual is discontinued, interest credited to income in the current year is reversed and the accrual of income from prior years is charged against the allowance for credit losses. Any payments received are applied, first to the outstanding loan amounts, then to the recovery of any charged-off loan amounts. Any excess is treated as a recovery of lost interest.

 

LOAN IMPAIRMENT

The Bank applies the provisions of SFAS No. 114, Accounting by Creditors for Impairment of a Loan, and SFAS No. 118, Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures, in it’s evaluation of the loan portfolio. SFAS 114 requires that certain impaired loans be measured based on the present value of expected future cash flows, net of disposal costs, discounted at the loan’s original effective interest rate. As a practical expedient, impairment may be measured based on the loan’s observable market price or the fair value of the collateral, net of disposal costs, if the loan is collateral dependent. When the measure of the impaired loan is less than the recorded investment in the loan, the impairment is recorded through a valuation allowance.

 

37

 



 

 

ALLOWANCE FOR CREDIT LOSSES

The allowance for credit losses is maintained at a level which, in management's judgment, is adequate to absorb credit losses inherent in the loan portfolio. The amount of the allowance is based on management's evaluation of the collectibility of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific impaired loans, and economic conditions. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows. The allowance is increased by a provision for credit losses, which is charged to expense, and reduced by charge-offs, net of recoveries. Amounts are charged off after giving due consideration to such factors as the customer’s financial condition, underlying collateral and guarantees, and general and industry economic conditions. Changes in the allowance relating to impaired loans are charged or credited to the provision for credit losses.

 

LOAN FEES

Loan origination and commitment fees, as well as certain direct loan origination costs are deferred and the net amount is amortized as an adjustment of the related loan's yield. The bank is generally amortizing these amounts over the life of the related loans except for residential mortgage loans, where the timing and amount of prepayments can be reasonably estimated. For these mortgage loans, the net deferred fees are amortized over an estimated average life of 7.5 years. Amortization of deferred loan fees is discontinued when a loan is placed on nonaccrual status.

 

OTHER REAL ESTATE (ORE)

Real estate acquired in satisfaction of a loan and in-substance foreclosures are reported in other assets. In-substance foreclosures are properties in which the borrower has little or no equity in collateral, where repayment of the loan is expected only from the operation or sale of the collateral, and the borrower either effectively abandons control of the property or the borrower has retained control of the property but his ability to rebuild equity based on current financial conditions is considered doubtful. Properties acquired by foreclosure or deed in lieu of foreclosure and properties classified as in-substance foreclosures are transferred to ORE and recorded at the lower of cost or fair value (less estimated selling cost for disposal of real estate) at the date actually or constructively received. Costs associated with the repair or improvement of the real estate are capitalized when such costs significantly increase the value of the asset, otherwise, such costs are expensed. An allowance for losses on ORE is maintained for subsequent valuation adjustments on a specific property basis.

 

BANK PREMISES AND EQUIPMENT

Bank premises and equipment are stated at cost less accumulated depreciation. Routine maintenance and repair expenditures are expensed as incurred while significant expenditures are capitalized. Depreciation expense is determined on the straight-line method over the following ranges of useful lives:

 

Buildings and improvements

10 to 40 years

Furniture, fixtures and equipment

3 to 15 years

Leasehold improvements

5 to 30 years

 

ADVERTISING COSTS

Advertising costs are charged to operations in the year incurred and totaled $650,000, $575,000 and $604,000 in 2004, 2003 and 2002, respectively.

 

INCOME TAXES

Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

The company and its subsidiaries file a consolidated Federal income tax return. Under tax sharing agreements, each subsidiary provides for and settles income taxes with the company as if they would have filed on a separate return basis.

 

CASH EQUIVALENTS

For purposes of reporting cash flows, cash equivalents include cash on hand, amounts due from banks, and federal funds sold. Generally, federal funds are purchased and sold for one-day periods.

 

 

 

38

 



 

 

NET INCOME PER SHARE

Basic earnings per share have been computed by dividing net income (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. Such shares amounted to 10,780,407 in 2004, 10,528,978 in 2003 and 10,296,251 in 2002.

Diluted earnings per share have been computed by dividing net income (the numerator) by the weighted-average number of common shares and options outstanding (the denominator) for the period. Such shares amounted to 11,172,587 in 2004, 10,987,190 in 2003 and 10,706,854 in 2002.

All share and per share information has been adjusted to reflect the retroactive effect of the 100% stock dividends paid on September 30, 2004 and January 31, 2003.

 

STOCK-BASED COMPENSATION

As of January 1, 2003 the Company adopted SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, an amendment to SFAS No. 123, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. The Company has elected to apply the prospective method as permitted by SFAS No. 148. Accordingly all options granted on and after January 1, 2003 are charged against income at their fair value. Those issued prior to adoption are accounted for on the intrinsic method in accordance with Accounting Principles Board Opinion (APB) No. 25. Refer to the table in Note 12 to the financial statements illustrating the effect on the earnings for the three years presented.

 

BANK OWNED LIFE INSURANCE

Bank owned life insurance policies (BOLI) are carried at the cash surrender value of the underlying policies. Income on the investments in the policies, net of insurance costs, is recorded as non-interest income.

 

SEGMENT REPORTING

In June 1997, the FASB issued SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. SFAS No. 131 requires that public companies report certain information about operating segments in complete sets of financial statements of the company and in condensed financial statements of interim periods issued to shareholders. It also requires that public companies report certain information about their products and services, the geographic areas in which they operate, and their major customers. SFAS No. 131 applies to fiscal years beginning after December 15, 1997.

First National Community Bancorp, Inc. is a one bank holding company operating primarily in northeastern Pennsylvania. The primary purpose of the company is the delivery of financial services within its market by means of a branch network located in Lackawanna and Luzerne counties. Each of the company’s entities are part of the same reporting segment, whose operating results are regularly reviewed by management. Therefore, consolidated financial statements, as presented, fairly reflect the operating results of the financial services segment of our business.

 

NEW FINANCIAL ACCOUNTING STANDARDS

In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46), which establishes guidance for determining when an entity should consolidate another entity that meets the definition of a variable interest entity. FIN 46 requires a variable interest entity to be consolidated by a company if that company will absorb a majority of the expected losses, will receive a majority of the expected residual returns, or both. Transferors to qualified special-purpose entities (“QSPEs”) and certain other interests in a QSPE are not subject to the requirements of FIN 46. On December 17, 2003, the FASB revised FIN 46 (FIN 46R) and deferred the effective date of FIN 46 to no later than the end of the first reporting period that ends after March 15, 2004, however, for special-purpose entities the Company would be required to apply FIN 46 as of December 31, 2003. The Interpretation had no effect on the company’s consolidated financial statements.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This statement provides new rules on the accounting for certain financial instruments that, under previous guidance, issuers could account for as equity. Such financial instruments include mandatorily redeemable shares, instruments that require the issuer to buy back some of its shares in exchange for cash or other assets, or obligations that can be settled with shares, the monetary value of which is fixed. Most of the guidance in SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 30, 2003. This statement had no effect on the company’s consolidated financial statements.

 

 

 

39

 



 

 

2.

RESTRICTED CASH BALANCES:

 

The bank is required to maintain certain average reserve balances as established by the Federal Reserve Bank. The amount of those reserve balances for the reserve computation period which included December 31, 2004 was $75,000, which amount was satisfied through the restriction of vault cash.

In addition, the bank maintains compensating balances at correspondent banks, most of which are not required, but are used to offset specific charges for services. At December 31, 2004, the amount of these balances was $800,000.

 

 

3.

SECURITIES:

 

Securities have been classified in the consolidated financial statements according to management’s intent. The carrying amount of securities and their approximate fair values (in thousands) at December 31 follow:

 

Available-for-sale Securities:

 

 

 

Gross

Gross

 

 

 

Unrealized

Unrealized

Net

 

Amortized

Holding

Holding

Carrying

 

Cost

Gains

Losses

Value

December 31, 2004

 

 

 

 

U.S. Treasury securities and obligations of U.S. government agencies

 

 

$ 31,958

 

 

$ 6

 

 

$ 194

 

 

$ 31,770

Obligations of state and political subdivisions

 

51,627

 

2,899

 

57

 

54,469

Mortgage-backed securities

117,986

183

1,119

117,050

Corporate debt securities

19,138

17

172

18,983

Equity securities

10

0

0

10

Total

$220,719

$3,105

$1,542

$222,282

 

December 31, 2003

 

 

 

 

U.S. Treasury securities and obligations of U.S. government agencies

 

 

$ 17,632

 

 

$ 186

 

 

$ 47

 

 

$ 17,771

Obligations of state and political subdivisions

 

56,527

 

3,631

 

34

 

60,124

Mortgage-backed securities

109,922

1,212

856

110,278

Corporate debt securities

13,121

4

104

13,021

Equity securities

10

0

0

10

Total

$197,212

$5,033

$1,041

$201,204

 

 

Held-to-maturity Securities:

 

 

 

Gross

Gross

 

 

Net

Unrealized

Unrealized

 

 

Carrying

Holding

Holding

Fair

 

Value

Gains

Losses

Value

December 31, 2004

 

 

 

 

Obligations of state and political subdivisions

 

$1,486

 

$ 56

 

$ 0

 

$1,542

Total

$1,486

$ 56

$ 0

$1,542

 

 

 

 

 

 

 

 

 

40

 



 

 

 

 

 

Gross

Gross

 

 

Net

Unrealized

Unrealized

 

 

Carrying

Holding

Holding

Fair

 

Value

Gains

Losses

Value

December 31, 2003

 

 

 

 

Obligations of state and political subdivisions

 

$1,415

 

$ 27

 

$ 0

 

$1,442

Total

$1,415

$ 27

$ 0

$1,442

 

 

 

 

 

                

 

Information pertaining to securities with gross unrealized losses at December 31, 2004, aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:

 

 

Less Than 12 Months

12 Months or Greater

Total

 

 

Fair

Value

Gross

Unrealized

Losses

 

Fair

Value

Gross

Unrealized

Losses

 

Fair

Value

Gross

Unrealized

Losses

U.S. Treasury securities and obligations of U.S. government agencies

 

 

$ 25,779

 

 

$ 194

 

 

$ 0

 

 

$ 0

 

 

$ 25,779

 

 

$ 194

Obligations of state and political subdivisions

 

2,888

 

36

 

402

 

21

 

3,290

 

57

Mortgage-backed securities

73,133

839

13,488

280

86,621

1,119

Corporate debt securities

5,927

101

2,040

71

7,967

172

 

$107,727

$1,170

$15,930

$372

$123,657

$1,542

 

Management evaluates securities for other-than-temporary impairment on a monthly basis. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

 

At December 31, 2004, the sixty-two debt securities with unrealized losses have depreciated 1.2% from their amortized cost basis. The maturity of these securities are guaranteed by either the U.S. Government, government sponsored agencies, other governments or corporations. These unrealized losses relate principally to current interest rates for similar types of securities. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government, its agencies, other governments or corporations; whether downgrades by bond rating agencies have occurred; and the results of reviews of the issuer’s financial condition. As management has the ability to hold debt securities until maturity, or for the foreseeable future if classified as available-for-sale, no declines are deemed to be other-than-temporary.

 

The following table shows the amortized cost and approximate fair value of the company's debt securities (in thousands) at December 31, 2004 using contracted maturities. Expected maturities will differ from contractual maturity because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

 

Available-for-sale

Held-to-maturity

 

 

Net

Net

 

 

Amortized

Carrying

Carrying

Fair

 

Cost

Value

Value

Value

Amounts maturing in:

 

 

 

 

One Year or Less

$ 5,029

$ 5,028

$ 0

$ 0

One Year through Five Years

6,478

6,522

0

0

After Five Years through Ten Years

23,871

23,748

0

0

After Ten Years

67,345

69,924

1,486

1,542

Mortgage-backed Securities

117,986

117,050

0

0

Total

$220,709

$222,272

$1,486

$1,542

 

 

41

 



 

 

 

Gross proceeds from the sale of securities for the years ended December 31, 2004, 2003, and 2002 were $67,933,000, $51,282,000, and $40,088,000, respectively with the gross realized gains being $1,152,000, $999,000, and $405,000, respectively, and gross realized losses being $306,000, $342,000, and $39,000, respectively.

At December 31, 2004 and 2003, securities with a carrying amount of $132,900,000 and $76,692,000, respectively, were pledged as collateral to secure public deposits and for other purposes.

 

 

4.

LOANS:

 

Major classifications of loans are summarized as follows:

 

 

(in thousands)

 

2004

2003

Real estate loans, secured by residential properties

$ 93,888

$ 93,055

Real estate loans, secured by nonfarm, nonresidential properties

308,904

244,368

Commercial and industrial loans

130,937

132,319

Loans to individuals for household, family and other personal expenditures

69,027

66,981

Loans to state and political subdivisions

29,774

21,734

All other loans, including overdrafts

362

318

Gross loans

632,892

558,775

Less: Allowance for credit losses

(7,100)

(6,578)

Net loans

$625,792

$552,197

 

Changes in the allowance for credit losses were as follows:

 

 

(in thousands)

 

2004

2003

2002

Balance, beginning of year

$6,578

$6,140

$5,594

Recoveries credited to allowance

250

240

164

Provision for credit losses

1,400

1,200

1,400

TOTAL

8,228

7,580

7,158

Losses charged to allowance

1,128

1,002

1,018

Balance, end of year

$7,100

$6,578

$6,140

 

 

 

 

 

 

 

Information concerning the bank’s recorded investment in nonaccrual and restructured loans is as follows:

 

 

(in thousands)

 

2004

2003

Nonaccrual loans

 

 

Impaired

$ 0

$ 0

Other

303

844

Restructured loans

0

0

Total

$303

$844

 

The interest income that would have been earned in 2004, 2003 and 2002 on nonaccrual and restructured loans outstanding at December 31, 2004, 2003 and 2002 in accordance with their original terms approximated $42,000, $65,000 and $4,000. The interest income actually realized on such loans in 2004, 2003 and 2002 approximated $13,000, $15,000 and $0. As of December 31, 2004, there were no outstanding commitments to lend additional funds to borrowers of impaired, restructured or nonaccrual loans.

 

 

 

42

 



 

 

 

5.

BANK PREMISES AND EQUIPMENT:

 

 

Bank premises and equipment are summarized as follows:

 

 

(in thousands)

 

2004

2003

Land

$ 1,386

$ 1,386

Buildings

4,622

4,585

Furniture, fixtures and equipment

7,867

6,380

Leasehold improvements

3,717

3,183

Total

17,592

15,534

Less accumulated depreciation

7,538

6,776

Net

$10,054

$ 8,758

 

 

 

6.

DEPOSITS:

 

At December 31, 2004 time deposits including certificates of deposit and Individual Retirement Accounts have the scheduled maturities as follows:

 

 

(in thousands)

 

 

 

 

 

Time Deposits

$100,000

and Over

 

Other

Time Deposits

 

 

Total

2005

$74,394

$111,813

$186,207

2006

6,462

38,709

45,171

2007

6,823

31,704

38,527

2008

1,038

9,270

10,308

2009 and Thereafter

5,608

22,572

28,180

Total

$94,325

$214,068

$308,393

 

 

7.

BORROWED FUNDS:

 

Borrowed funds at December 31, 2004 and 2003 include the following (in thousands):

 

 

2004

2003

Treasury Tax and Loan Demand Note

$ 325

$ 324

Borrowings under Lines of Credit

153,742

140,097

Total

$154,067

$140,421

 

 

 

 

 

During 2004, the average outstanding balance on these credit lines amounted to $1,774,000 and the average rate paid in 2004 was 1.42%.

 

 

 

 

 

 

43

 



 

 

The following table presents Federal Home Loan Bank of Pittsburgh (“FHLB of Pittsburgh”) advances at their maturity dates (in thousands):

 

 

December 31, 2004

 

 

 

Amount

Weighted

Average

Interest Rate

Within one year

$ 15,293

3.49%

After one year but within two years

22,624

2.76

After two years but within three years

2,480

4.71

After three years but within four years

28,727

4.79

After four years but within five years

9,452

4.77

After five years

75,166

4.75

 

$153,742

4.34%

 

 

 

 

The FHLB of Pittsburgh advances include $16 million which reset quarterly and $138 million with fixed rates. All advances are collateralized either under a blanket pledge agreement by one to four family mortgage loans or with mortgage-backed securities. In addition, the company is required to purchase stock based upon the amount of advances outstanding.

 

At December 31, 2004, the company had available from the FHLB of Pittsburgh an open line of credit for $20,496,000 which expires on December 14, 2005. The line of credit may bear interest at either a fixed rate or a variable rate, such rate being set at the time of the funding request. In addition, at December 31, 2004, the company had available overnight repricing lines of credit with other correspondent banks totaling $25,000,000. At December 31, 2004 and 2003, the company had no borrowings outstanding with correspondent banks.

 

The maximum amount of borrowings outstanding at any month end during the years ended December 31, 2004 and 2003 were $163,469,000 and $160,368,000, respectively.

 

 

8.

BENEFIT PLANS:

 

 

The bank has a defined contribution profit sharing plan which covers all eligible employees. The bank's contribution to the plan is determined at management's discretion at the end of each year and funded. Contributions to the plan in 2004, 2003 and 2002 amounted to $480,000, $420,000, and $375,000, respectively.

The bank has an unfunded non-qualified deferred compensation plan covering all eligible bank officers and directors as defined by the plan. This plan permits eligible participants to elect to defer a portion of their compensation. At December 31, 2004, elective deferred compensation amounting to $1,975,000 plus $1,103,000 in accrued interest has been included in other liabilities in the accompanying balance sheet.

 

 

9.

INCOME TAXES:

 

The provision for income taxes included in the statement of income is comprised of the following components (in thousands):

 

 

2004

2003

2002

Current

$2,401

$2,482

$2,591

Deferred

(405)

(323)

(528)

TOTAL

$1,996

$2,159

$2,063

 

 

 

 

 

44

 



 

 

The components of the net deferred tax asset, included in other assets, at December 31 are as follows (in thousands):

 

 

2004

2003

Allowance for Credit Losses

$ 2,414

$ 2,236

Deferred Compensation

1,047

828

Stock Based Compensation

122

62

Gross Deferred Tax Asset

3,583

3,126

 

 

 

Unrealized Holding Gains on Securities Available-for-Sale

 

$(531)

 

$(1,357)

Deferred Loan Origination Fees

(252)

(230)

Depreciation

(367)

(253)

Gross Deferred Tax Liability

$(1,150)

$(1,840)

Deferred Tax Asset Valuation Allowance

(56)

(140)

Net Deferred Tax Assets

$ 2,377

$ 1,146

 

The provision for Income Taxes differs from the amount of income tax determined applying the applicable U.S. Statutory Federal Income Tax Rate to pre-tax income from continuing operations as a result of the following differences (in thousands):

 

 

2004

2003

2002

Provision at Statutory Tax Rates

$3,828

$3,671

$3,430

Add (Deduct):

 

 

 

Tax Effects of Non-Taxable Interest Income

(1,308)

(1,280)

(1,272)

Non-Deductible Interest Expense

109

115

145

Other Items Net

(633)

(347)

(240)

Provision for Income Taxes

$1,996

$2,159

$2,063

 

 

The net change in the valuation allowance for deferred tax asset was a decrease of

$84,000 in 2004 and $111,000 in 2003. The changes relate to a decrease in the provision for income taxes to which this valuation relates.

 

 

10.

RELATED PARTY TRANSACTIONS:

 

 

At December 31, 2004 and 2003, certain officers and directors and/or their affiliates were indebted to the bank in the aggregate amounts of $21,477,000 and $25,147,000. Such indebtedness was incurred in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with other persons. During 2004, $79,303,000 of new loans were made and repayments totaled $82,973,000. The bank was also committed under standby letters of credit as described in Note 11.

 

Deposits from certain officers and directors and/or their affiliates held by the bank at December 31, 2004 and 2003 amounted to $62,352,000 and $51,171,000.

 

 

 

 

 

 

 

 

45

 



 

 

11.

COMMITMENTS:

 

(a) Leases:

 

At December 31, 2004, the company was obligated under certain noncancelable operating leases with initial or remaining terms of one year or more. Minimum future obligations under noncancelable operating leases in effect at December 31, 2004 are as follows (in thousands):

 

 

FACILITIES

EQUIPMENT

2005

$ 413

$102

2006

258

79

2007

247

66

2008

174

28

2009 and thereafter

197

4

Total

$1,289

$279

 

 

Total rental expense under operating leases amounted to $540,000 in 2004, $490,000 in 2003, and $492,000 in 2002.

 

(b) Financial Instruments with Off-Balance Sheet Risk:

 

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. Such financial instruments include commitments to extend credit and standby letters of credit which involve varying degrees of credit, interest rate or liquidity risk in excess of the amount recognized in the balance sheet. The bank's exposure to credit loss from nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments.

 

Financial instruments whose contract amounts represent credit risk at December 31 are as follows (in thousands):

 

 

2004

2003

Commitments to extend credit

$131,320

$103,987

Standby letters of credit

39,812

35,668

 

 

Commitments to extend credit are agreements to lend to customers in accordance with contractual provisions. These commitments usually are for specific periods or contain termination clauses and may require the payment of a fee. The total amounts of unused commitments do not necessarily represent future cash requirements, in that commitments often expire without being drawn upon.

 

Letters of credit and financial guarantees are agreements whereby the company guarantees the performance of a customer to a third party. Collateral may be required to support letters of credit in accordance with management’s evaluation of the creditworthiness of each customer. The credit exposure assumed in issuing letters of credit is essentially equal to that in other lending activities.

 

Outstanding commitments to extend credit and standby letters of credit issued to or on behalf of related parties amounted to $11,833,000 and $10,824,000 and $2,076,000 and $362,000 at December 31, 2004 and 2003, respectively.

 

(c) Concentration of Credit Risk:

 

Cash Concentrations: The bank maintains cash balances at several correspondent banks. The aggregate cash balances represent federal funds sold of $1,700,000 and $0; and due from bank accounts in excess of the limit covered by the Federal Deposit Insurance Corporation amounting to $500,000 and $944,000 as of December 31, 2004 and 2003, respectively.

 

Loan Concentrations: At December 31, 2004, 43% of the bank’s commercial loan portfolio was concentrated in loans in the following eight industries. Substantially all of these loans are secured by first mortgages on commercial properties. Floor plan loans to automobile dealers are secured by a first lien security interest in the vehicle inventories of the dealer.

 

46

 



 

 

 

 

In thousands

%

Shopping Centers/Complexes

$36,419

7.3%

Hotels

33,510

6.7

Restaurants

29,827

6.0

Land Subdivision

27,874

5.6

Automobile Dealers

24,818

5.0

Office Complexes/Units

21,292

4.3

General Government

20,797

4.1

Gas Stations

20,137

4.0

 

 

 

 

(d) Other:

 

The company is also a party to routine litigation involving various aspects of its business, none of which, in the opinion of management and its legal counsel, is expected to have a material adverse impact on the consolidated financial condition, results of operations or liquidity of the company.

 

 

12.

STOCK OPTION PLANS:

 

On August 30, 2000, the Corporation’s board of directors adopted an Employee Stock Incentive Plan in which options may be granted to key officers and other employees of the Corporation. The aggregate number of shares which may be issued upon exercise of the options under the plan cannot exceed 800,000 shares. Options and rights granted under the plan may be exercised six months after the date the options are awarded and expire ten years after the award date.

 

The board of directors also adopted on August 30, 2000, the Independent Directors Stock Option Plan for members of the corporation’s board of directors who are not officers or employees of the corporation or its subsidiaries. The aggregate number of shares issuable under the plan cannot exceed 400,000 shares and are exercisable six months from the date the awards are granted for a period of three years.

 

During the first quarter of calendar 2003, the company adopted the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, for stock-based employee compensation, effective as of January 1, 2003. Under the prospective method of adoption selected by the company, stock-based compensation cost will be recognized using the fair value method for all awards granted, modified or settled on or after that effective date.

 

Prior to 2003, the Company measured stock compensation cost using the intrinsic value method of accounting prescribed by APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. Accordingly, no compensation cost was recognized for stock option awards granted in 2002. The following table illustrates the effect on net income (in thousands) and earnings per share if the fair value based method had been applied to awards made in 2004, 2003 and 2002 consistent with the provisions of SFAS No. 123.

 

 

 

 

 

 

 

 

 

 

47

 



 

 

 

 

Year Ended December 31,

 

2004

2003

2002

Net income, as reported

$9,263

$8,637

$8,025

 

 

 

 

Add: Stock-based employee compensation expense included in reported net income, net of related tax effects

 

120

 

120

 

0

 

 

 

 

Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects

 

 

(120)

 

 

(120)

 

 

(149)

 

 

 

 

Pro forma net income

$9,263

$8,637

$7,876

 

 

 

 

Basic Earnings per share:

As reported

Pro forma

 

$0.86

$0.86

 

$0.82

$0.82

 

$0.78

$0.76

 

 

 

 

Diluted Earnings per share:

As reported

Pro forma

 

$0.83

$0.83

 

$0.79

$0.79

 

$0.75

$0.74

 

 

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model average assumptions:

 

 

Year Ended December 31,

 

2004

2003

2002

Dividend yield

1.53%

2.18%

2.93%

Expected life

10 years

10 years

5.98 years

Expected volatility

25.6%

21.8%

20.0%

Risk-free interest rate

4.43%

.96%

1.70%

 

 

 

 

 

 

 

 

 

 

A summary of the status of the company’s stock option plans is presented below:

 

 

2004

2003

2002

 

 

 

 

Shares

Weighted

Average

Exercise

Price

 

 

 

Shares

Weighted

Average

Exercise

Price

 

 

 

Shares

Weighted

Average

Exercise

Price

Outstanding at the beginning of the year

 

458,000

 

$ 8.889

 

517,600

 

$ 7.903

 

359,600

 

$7.791

Granted

21,700

22.980

70,000

13.760

206,000

7.993

Exercised

(119,500)

8.126

(129,600)

7.580

(44,000)

7.365

Forfeited

       0

0

       0

0

   (4,000)

8.388

Outstanding at the end of the year

 

360,200

 

$9.992

 

458,000

 

$8.889

 

517,600

 

$7.903

Options exercisable at year end

 

338,500

 

$9.159

 

388,000

 

$8.011

 

311,600

 

$7.844

Weighted average fair value of options granted during the year

 

 

 

$8.42

 

 

$2.60

 

 

$1.09

 

 

 

 

48

 



 

 

Information pertaining to options outstanding at December 31, 2004 is as follows:

 

 

Options Outstanding

Options Exercisable

 

 

Range of

Exercise

Price

 

 

 

Number

Outstanding

Weighted

Average

Remaining

Contractual

Life

 

Weighted

Average

Exercise

Price

 

 

 

Number

Exercisable

 

Weighted

Average

Exercise

Price

$7.9925-$7.9925

56,000

0.7 years

$ 7.9925

56,000

$ 7.9925

$7.1375-$22.9800

304,200

7.6 years

10.3600

282,500

9.3900

 

360,200

 

 

338,500

 

 

 

 

 

 

 

 

 

 

13.

REGULATORY MATTERS:

 

The bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory - and possibly additional discretionary - actions by regulators that, if undertaken, could have a direct material effect on the bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the bank must meet specific capital guidelines that involve quantitative measures of the bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). Management believes, as of December 31, 2004, that the bank meets all capital adequacy requirements to which it is subject.

As of December 31, 2004, the most recent notification from the Office of the Comptroller of the Currency categorized the bank as “Well Capitalized” under the regulatory framework for prompt corrective action. To be categorized as “Well Capitalized” the bank must maintain minimum Total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the institution’s category.

 

(in thousands)

 

 

 

 

Actual

 

 

For Capital

Adequacy Purposes:

To Be Well

Capitalized Under

Prompt Corrective

Action Provisions:

 

Amount

Ratio

Amount

Ratio

Amount

Ratio

As of December 31, 2004:

 

 

 

 

 

 

Total Capital

(to Risk Weighted Assets)

$81,793

11.22%

>$58,294

>8.0%

>$72,868

>10.0%

Tier I Capital

(to Risk Weighted Assets)

$74,693

10.25%

>$29,147

>4.0%

>$43,721

>6.0%

Tier I Capital

(to Average Assets)

$74,693

8.69%

>$34,369

>4.0%

>$42,961

>5.0%

As of December 31, 2003:

 

 

 

 

 

 

Total Capital

(to Risk Weighted Assets)

$72,681

11.47%

>$50,701

>8.0%

>$63,376

>10.0%

Tier I Capital

(to Risk Weighted Assets)

$66,103

10.43%

>$25,350

>4.0%

>$38,026

>6.0%

Tier I Capital

(to Average Assets)

$66,103

8.52%

>$31,037

>4.0%

>$38,797

>5.0%

 

Banking regulations also limit the amount of dividends that may be paid without prior approval of the bank's regulatory agency. Retained earnings against which dividends may be paid without prior approval of the federal banking regulators amounted to $19,826,000 at December 31, 2004, subject to the minimum capital ratio requirements noted above.

 

 

49

 



 

 

14.

DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS:

 

Statement of Financial Accounting Standards No. 107 Disclosures about Fair Value of Financial Instruments, (SFAS 107) requires annual disclosure of estimated fair value of on-and off-balance sheet 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:

 

Cash and short-term investments:

Cash and short-term investments include cash on hand, amounts due from banks, and federal funds sold. For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

 

Interest-bearing balances with financial institutions:

The fair value of these financial instruments is estimated using rates currently available for investments of similar maturities.

 

Securities:

For securities held for investment purposes, the fair values have been individually determined based on currently quoted market prices. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.

 

Loans:

The fair value of loans has been estimated by discounting the future cash flows using the current rates which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

 

Deposits:

The fair value of demand deposits, savings deposits, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities.

 

Borrowed funds:

Rates currently available to the bank for debt with similar terms and remaining maturities are used to estimate fair value of existing debt.

 

Commitments to extend credit and standby letters of credit:

The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date.

 

The estimated fair values of the bank's financial instruments (in thousands) are as follows:

 

December 31, 2004

 

Carrying

Value

Fair

Value

FINANCIAL ASSETS

 

 

Cash and short term investments

$ 15,353

$ 15,353

Interest-bearing balances with financial institutions

1,980

1,975

Securities

231,831

231,887

Gross Loans

632,892

632,989

 

 

 

FINANCIAL LIABILITIES

 

 

Deposits

$671,713

$672,030

Borrowed funds

154,067

156,541

 

 

 

OFF-BALANCE SHEET FINANCIAL INSTRUMENTS

 

 

Commitments to extend credit and standby letters of credit

 

$0

 

$322

 

 

50

 



 

 

 

 

December 31, 2003

 

Carrying

Value

Fair

Value

FINANCIAL ASSETS

 

 

Cash and short term investments

$ 23,290

$ 23,290

Interest-bearing balances with financial institutions

2,673

2,672

Securities

211,353

211,380

Gross Loans

558,775

565,310

 

 

 

FINANCIAL LIABILITIES

 

 

Deposits

$602,069

$603,976

Borrowed funds

140,421

148,910

 

 

 

OFF-BALANCE SHEET FINANCIAL INSTRUMENTS

 

 

Commitments to extend credit and standby letters of credit

 

$0

 

$280

 

 

 

 

15.

CONDENSED FINANCIAL INFORMATION – PARENT COMPANY ONLY:

 

Condensed parent company only financial information is as follows (in thousands):

 

Condensed Balance Sheet December 31,

2004

2003

Assets:

 

 

Cash

$ 381

$ 243

Investment in Subsidiary (equity method)

75,342

68,495

Total Assets

$75,723

$68,738

Liabilities and Stockholders’ Equity:

 

 

Stockholders’ equity

$75,723

$68,738

 

Condensed Statement of Income for the years ending December 31, 2004, 2003 and 2002

2004

2003

2002

Income:

 

 

 

Dividends from Subsidiary

$1,025

$ 800

$1,125

Equity in Undistributed Income of Subsidiary

8,270

7,861

6,926

Total Income

$9,295

$8,661

$8,051

Expenses

32

24

26

Net Income

$9,263

$8,637

$8,025

 

Condensed Statement of Cash Flows for the years ending December 31, 2004, 2003 and 2002

 

2004

 

2003

 

2002

Cash Flows from Operating Activities:

 

 

 

Net income

$9,263

$8,637

$8,025

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

Equity in undistributed income of subsidiary

(8,270)

(7,861)

(6,926)

Decrease in other assets

0

5

31

Net Cash Provided by Operating Activities

$ 993

$ 781

$1,130

Cash Flows from Financing Activities:

 

 

 

Cash dividends

$(3,885)

$(3,267)

$(2,832)

Proceeds from issuance of common stock net of stock issuance costs

3,030

2,547

1,562

Net Cash Used in Financing Activities

$( 855)

$( 720)

$(1,270)

Increase (decrease) in Cash

$ 138

$ 61

$ (140)

Cash at Beginning of Year

243

182

322

Cash at End of Year

$ 381

$ 243

$ 182

 

 

51

 



 

 

Non-cash investing and financing activities:

In 1999, the company adopted a dividend reinvestment plan. Shares of stock issued in 2004, 2003 and 2002 were 115,772 shares, 118,718 shares and 156,164 shares, respectively, in lieu of paying cash dividends of $2,060,000 in 2004, $1,565,000 in 2003 and $1,238,000 in 2002.

 

 

16.

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):

 

In thousands, except per share amounts

 

 

Quarter Ending

 

 

March 31,

 

June 30,

 

September 30,

 

December 31,

2004

 

 

 

 

Interest income

$10,019

$10,156

$10,685

$11,369

Interest expense

4,049

4,109

4,265

4,537

Net interest income

5,970

6,047

6,420

6,832

Provision for credit losses

225

225

225

725

Other income

1,359

1,401

1,044

985

Other expenses

4,178

4,152

4,307

4,762

Provision for income taxes

595

679

628

94

Net income

$ 2,331

$ 2,392

$ 2,304

$ 2,236

Earnings per share:

 

 

 

 

Basic

$0.22

$0.22

$0.21

$0.21

Diluted

$0.21

$0.22

$0.21

$0.19

 

 

 

 

 

2003

 

 

 

 

Interest income

$10,191

$10,163

$10,150

$10,201

Interest expense

4,608

4,466

4,213

4,123

Net interest income

5,583

5,697

5,937

6,078

Provision for credit losses

325

325

225

325

Other income

1,188

1,217

840

939

Other expenses

3,625

3,665

3,918

4,275

Provision for income taxes

586

618

515

440

Net income

$ 2,235

$ 2,306

$ 2,119

$ 1,977

Earnings per share:

 

 

 

 

Basic

$0.22

$0.22

$0.20

$0.18

Diluted

$0.21

$0.21

$0.20

$0.17

 

 

 

 

 

 

 

 

 

 

 

 

52

 



 

 

Exhibit E – Report of Independent Registered Public Accounting Firm

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and Stockholders of

First National Community Bancorp, Inc.

 

We have audited the accompanying consolidated balance sheets of First National Community Bancorp, Inc. as of December 31, 2004 and 2003, and the related consolidated statements of income, changes in stockholders' equity and comprehensive income, and cash flows for each of the three years in the period ended December 31, 2004. 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 the standards of the Public Company Accounting Oversight Board (United States). 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of First National Community Bancorp, Inc. as of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of First National Community Bancorp, Inc.'s internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated January 21, 2005 expressed an unqualified opinion on management's assessment of internal control over financial reporting and an unqualified opinion on the effectiveness of internal control over financial reporting.

 

DEMETRIUS & COMPANY, L.L.C.

Wayne, New Jersey

January 21, 2005

 

 

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