SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(mark one)
| [X] |
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
OR |
|
|
[_] |
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 0-24024
First Community Financial Group, Inc.
|
Washington |
91-1277503 |
721 College Street SE, P.O. Box 3800, Lacey, WA 98509
Registrant's telephone number: (360) 459-1100
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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.
[X]Yes [_] NO
Indicate the number of shares outstanding in each of the issuer's classes of common stock, as of the latest practicable date.
|
Title of Class |
Outstanding at November 7, 2002 |
1
First Community Financial Group, Inc.
Table of Contents
|
PART 1 - FINANCIAL INFORMATION |
Page |
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|
Item 1 |
Financial Statements |
|
|
Condensed Consolidated Balance Sheets |
3 |
|
|
Condensed Consolidated Statements of Income and Comprehensive Income |
4 |
|
|
Condensed Consolidated Statement of Stockholders' Equity |
5 |
|
|
Condensed Consolidated Statements of Cash Flows |
6 |
|
|
Notes to Condensed Consolidated Financial Statements |
7 |
|
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Item 2 |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
9 |
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Item 3 |
Quantitative and Qualitative Disclosures about Market Risk |
15 |
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Item 4 |
Disclosure Controls and Procedures |
16 |
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PART 2 - OTHER INFORMATION |
||
|
Item 1 |
Legal Proceedings |
None |
|
Item 2 |
Changes in Securities and Use of Proceeds |
None |
|
Item 3 |
Defaults Upon Senior Securities |
None |
|
Item 4 |
Submission of Matters to Vote of Security Holders |
None |
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Item 5 |
Other Information |
None |
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Item 6 |
Exhibits and Reports on Form 8-K |
16 |
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SIGNATURES |
17 |
|
2
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
FIRST COMMUNITY FINANCIAL GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
(Dollars in Thousands)
|
September 30, |
December 31, |
|||
|
Assets |
||||
|
Cash and due from banks |
$ |
23,311 |
$ |
21,383 |
|
Interest bearing deposits in banks |
72 |
74 |
||
|
Federal funds sold |
3,000 |
0 |
||
|
Securities available for sale |
25,557 |
18,104 |
||
|
Securities held to maturity |
505 |
506 |
||
|
Federal Home Loan Bank stock |
1,205 |
1,985 |
||
|
Loans held for sale |
9,234 |
6,196 |
||
|
Loans |
303,079 |
288,701 |
||
|
Allowance for credit losses |
4,628 |
4,088 |
||
|
Net Loans |
298,451 |
284,613 |
||
|
Premises and equipment |
9,999 |
10,382 |
||
|
Foreclosed real estate |
4,789 |
4,387 |
||
|
Accrued interest received |
1,666 |
1,471 |
||
|
Cash value of life insurance |
8,755 |
8,453 |
||
|
Intangible assets |
6,118 |
6,268 |
||
|
Other assets |
1,708 |
801 |
||
|
Total assets |
$ |
394,370 |
$ |
364,623 |
|
Liabilities |
||||
|
Deposits: |
||||
|
Non-interest bearing |
$ |
59,967 |
$ |
55,013 |
|
Savings and interest bearing demand |
129,093 |
123,093 |
||
|
Time deposits |
133,027 |
135,624 |
||
|
Total deposits |
322,087 |
313,730 |
||
|
Federal funds purchased |
3,500 |
1,400 |
||
|
Short term borrowing |
6,917 |
5,655 |
||
|
Long term debt |
14,403 |
575 |
||
|
Accrued interest payable |
382 |
364 |
||
|
Other liabilities |
4,601 |
4,104 |
||
|
Total Liabilities |
351,890 |
325,828 |
||
|
Stockholders' Equity |
||||
|
Common stock, no stated value per share; |
28,353 |
28,596 |
||
|
Retained earnings |
13,892 |
9,912 |
||
|
Accumulated other comprehensive income |
235 |
312 |
||
|
Debt related to KSOP |
0 |
(25) |
||
|
Total stockholders' equity |
42,480 |
38,795 |
||
|
Total liabilities and stockholders' equity |
$ |
394,370 |
$ |
364,623 |
See notes to condensed consolidated financial statements
3
FIRST COMMUNITY FINANCIAL GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)
(Dollars in thousands, except per share amounts)
|
Three months ended |
Nine months ended |
|||||||
|
2002 |
2001 |
2002 |
2001 |
|||||
|
Interest income |
||||||||
|
Loans |
$ |
6,987 |
7,609 |
$ |
20,305 |
21,533 |
||
|
Federal funds sold and deposits in banks |
17 |
6 |
21 |
104 |
||||
|
Investments |
323 |
353 |
932 |
1,161 |
||||
|
Total interest income |
7,327 |
7,968 |
21,258 |
22,798 |
||||
|
Interest Expense |
||||||||
|
Deposits |
1,403 |
2,500 |
4,431 |
7,925 |
||||
|
Other |
229 |
80 |
381 |
244 |
||||
|
Total interest expense |
1,632 |
2,580 |
4,812 |
8,169 |
||||
|
Net interest income |
5,695 |
5,388 |
16,446 |
14,629 |
||||
|
Provision for credit losses |
623 |
513 |
1,608 |
958 |
||||
|
Net interest income after provision |
||||||||
|
For credit losses |
5,072 |
4,875 |
14,838 |
13,671 |
||||
|
Non-interest income |
||||||||
|
Service charges on deposit accounts |
768 |
709 |
2,240 |
1,649 |
||||
|
Origination fees on mortgage loans sold |
662 |
497 |
1,715 |
1,398 |
||||
|
Other income |
610 |
395 |
1,729 |
1,341 |
||||
|
Total non-interest income |
2,040 |
1,601 |
5,684 |
4,388 |
||||
|
Non-interest expense |
||||||||
|
Salaries and employee benefits |
2,451 |
2,433 |
7,086 |
7,000 |
||||
|
Occupancy and equipment |
620 |
618 |
1,847 |
1,824 |
||||
|
Other expense |
1,593 |
1,610 |
4,781 |
4,432 |
||||
|
Total non-interest expense |
4,664 |
4,661 |
13,714 |
13,256 |
||||
|
Operating income before income taxes |
2,448 |
1,815 |
6,808 |
4,803 |
||||
|
Income Taxes |
799 |
547 |
2,169 |
1,472 |
||||
|
Net income |
$ |
1,649 |
1,268 |
$ |
4,639 |
3,331 |
||
|
Other comprehensive income, net of tax |
||||||||
|
Unrealized holding gains (losses) on securities |
275 |
114 |
(77) |
553 |
||||
|
Available for sale, arising during the period |
||||||||
|
Comprehensive income |
$ |
1,924 |
1,382 |
$ |
4,562 |
3,884 |
||
|
Earnings per share data |
||||||||
|
Basic earnings per share |
$ |
0.75 |
0.58 |
$ |
2.12 |
1.53 |
||
|
Diluted earnings per share |
$ |
0.73 |
0.57 |
$ |
2.09 |
1.50 |
||
|
Weighted average number of common shares |
2,190,951 |
2,181,459 |
2,188,605 |
2,178,716 |
||||
|
Weighted average number of common shares |
||||||||
|
- including dilutive stock options |
2,245,165 |
2,227,194 |
2,222,813 |
2,218,212 |
||||
|
Return on average assets |
1.70% |
1.43% |
1.64% |
1.34% |
||||
|
Dividends per share |
$ |
0.10 |
0.10 |
$ |
0.30 |
0.30 |
||
See notes to condensed consolidated financial statements
4
FIRST COMMUNITY FINANCIAL GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders' Equity (Unaudited)
Nine months Ended September 30, 2001 and 2002
(Dollars in thousands)
|
Common |
Retained |
Accumulated |
Debt |
Total |
||||||
|
Balance, December 31, 2000 |
$ |
28,559 |
$ |
6,349 |
$ |
(332) |
$ |
(203) |
$ |
34,373 |
|
Net Income |
-- |
3,331 |
-- |
-- |
3,331 |
|||||
|
Stock options exercised |
27 |
-- |
-- |
-- |
27 |
|||||
|
Cash dividends ($0.30 per share) |
-- |
(656) |
-- |
-- |
(656) |
|||||
|
Other comprehensive income |
-- |
-- |
553 |
-- |
553 |
|||||
|
Net decrease in debt related |
||||||||||
|
To KSOP |
-- |
-- |
-- |
133 |
133 |
|||||
|
Balance, September 30, 2001 |
$ |
28,586 |
$ |
9,024 |
$ |
221 |
$ |
(70) |
$ |
37,761 |
|
Balance, December 31, 2001 |
$ |
28,596 |
$ |
9,912 |
$ |
312 |
$ |
(25) |
$ |
38,795 |
|
Net income |
-- |
4,639 |
-- |
-- |
4,639 |
|||||
|
Stock options exercised |
707 |
-- |
-- |
-- |
707 |
|||||
|
Cash dividends ($0.30 per share) |
-- |
(659) |
-- |
-- |
(659) |
|||||
|
Stock repurchased |
(950) |
-- |
-- |
-- |
(950) |
|||||
|
Other comprehensive loss |
-- |
-- |
(77) |
-- |
(77) |
|||||
|
Net decrease in debt related |
||||||||||
|
To KSOP |
-- |
-- |
-- |
25 |
25 |
|||||
|
Balance, September 30, 2002 |
$ |
28,353 |
$ |
13,892 |
$ |
235 |
$ |
0 |
$ |
42,480 |
See notes to condensed consolidated financial statements
5
FIRST COMMUNITY FINANCIAL GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in thousands)
|
Nine months Ended |
|||||
|
2002 |
2001 |
||||
|
Cash Flows from Operating Activities |
|||||
|
Net Income |
$ |
4,639 |
$ |
3,331 |
|
|
Adjustments to reconcile net income to net cash provided by (used in) |
|||||
|
Operating activities: |
|||||
|
Provision for credit losses |
1,608 |
958 |
|||
|
Depreciation and amortization |
861 |
829 |
|||
|
Amortization of intangible assets |
150 |
306 |
|||
|
Increase in cash value of life insurance |
(302) |
(5,147) |
|||
|
Other - net |
(1,417) |
89 |
|||
|
Originations of loans held for sale |
(66,979) |
(64,242) |
|||
|
Proceeds from sales of loans held for sale |
63,941 |
56,678 |
|||
|
Net cash provided by operating activities |
2,501 |
(7,198) |
|||
|
Cash Flows from Investing Activities |
|||||
|
Net decrease in interest bearing deposits in banks |
2 |
24 |
|||
|
Net increase in Federal funds sold |
(3,000) |
0 |
|||
|
Proceeds from maturities of available-for-sale securities |
5,658 |
5,845 |
|||
|
Purchase of securities available for sale |
(13,149) |
0 |
|||
|
Proceeds from sale of Federal Home Loan Bank stock |
870 |
0 |
|||
|
Net increase in loans |
(15,446) |
(25,290) |
|||
|
Proceeds from sale of foreclosed real estate |
325 |
95 |
|||
|
Additions to premises and equipment |
(478) |
(1,189) |
|||
|
Net cash used by investing activities |
(25,218) |
(20,515) |
|||
|
Cash Flows from Financing Activities |
|||||
|
Net increase in deposits |
8,357 |
36,202 |
|||
|
Net increase (decrease) in short-term borrowings |
3,362 |
3,720 |
|||
|
Sale of common stock |
707 |
27 |
|||
|
Repurchase of common stock |
(950) |
0 |
|||
|
Increase in long term borrowings |
14,403 |
0 |
|||
|
Repayment of long-term borrowings |
(575) |
(683) |
|||
|
Payment of dividends |
(659) |
(656) |
|||
|
Net cash provided by financing activities |
24,645 |
38,610 |
|||
|
Net change in cash and due from banks |
1,928 |
10,897 |
|||
|
Cash and Due from Banks: |
|||||
|
Beginning of period |
21,383 |
12,640 |
|||
|
End of period |
$ |
23,311 |
$ |
23,537 |
|
|
Supplemental Disclosures of Cash Flow Information: |
|||||
|
Cash payments for: |
|||||
|
Interest |
$ |
4,794 |
$ |
8,256 |
|
|
Taxes |
2,215 |
1,095 |
|||
|
Supplemental Disclosures of Non-Cash Investing Activities: |
|||||
|
Other real estate acquired in settlement of loans |
$ |
727 |
$ |
392 |
|
|
Fair value adjustment of securities available for sale, net |
(77) |
553 |
|||
|
Decrease in guarantee of KSOP obligation |
(25) |
(133) |
|||
See notes to condensed consolidated financial statements
6
FIRST COMMUNITY FINANCIAL GROUP, INC. AND SUBSIDIARIES
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, adjustments considered necessary for a fair presentation (consisting of normally recurring accruals) have been included. The interim condensed consolidated financial statements should be read in conjunction with the December 31, 2001 consolidated financial statements, including notes thereto, included in the Company's 2001 Annual Report to Shareholders. Operating results for the nine months ended September 30, 2002 are not necessarily indicative of the results anticipated for the year ending December 31, 2002.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the report 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.
2. Basic and Diluted Earnings Per ShareBasic and diluted earnings per share are calculated by dividing net income by the weighted average number of common shares outstanding during the periods presented. Diluted earnings per share assumes that all dilutive stock options outstanding are issued such that their dilutive effect is maximized.
|
Three Months Ended |
Nine Months Ended |
|||||||
|
2002 |
2001 |
2002 |
2001 |
|||||
|
Basic EPS computation |
||||||||
|
Numerator - Net Income |
$ |
1,649,000 |
$ |
1,268,000 |
$ |
4,639,000 |
$ |
3,331,000 |
|
Denominator - Weighted Average |
||||||||
|
common shares outstanding |
2,190,951 |
2,181,459 |
2,188,605 |
2,178,716 |
||||
|
Basic EPS |
$ |
.75 |
$ |
.58 |
$ |
2.12 |
$ |
1.53 |
|
Diluted EPS computation |
||||||||
|
Numerator - Net Income |
$ |
1,649,000 |
$ |
1,268,000 |
$ |
4,639,000 |
$ |
3,331,000 |
|
Denominator - Weighted Average |
2,190,951 |
2,181,459 |
2,188,605 |
2,178,716 |
||||
|
common shares outstanding |
||||||||
|
Effect of dilutive stock options |
54,214 |
45,735 |
34,208 |
39,496 |
||||
|
Weighted average common shares |
2,245,165 |
2,227,194 |
2,222,813 |
2,218,212 |
||||
|
and common stock equivalents |
||||||||
|
Diluted EPS |
$ |
.73 |
$ |
.57 |
$ |
2.09 |
$ |
1.50 |
7
FIRST COMMUNITY FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
3. Recent Accounting Pronouncements
The Financial Accounting Standards Board issued Financial Accounting Standards No. 141, Business Combinations, and 142, Goodwill and Other Intangible Assets, in 2001, with an effective date of January 1, 2002. SFAS No. 141 requires that all business combinations entered into after September 30, 2001 be accounted for under the purchase method. SFAS No. 142 addresses how goodwill and other intangible assets should be accounted for after they have been initially recorded in the financial statements. Goodwill arising from business combinations prior to the effective date of this standard will no longer be amortized, starting in 2002, but will be subject to annual tests for impairment. In accordance with the provisions of SFAS No. 142, at June 30, 2002, the Company completed its transitional assessment of goodwill impairment and has determined that no adjustment for goodwill impairment is required. Other identifiable intangible assets, and certain unidentifiable intangible assets arising from certain acqu isitions, will continue to be amortized using the same lives and methods. The Company has $4,159,000 of goodwill on which amortization has ceased effective January 1, 2002 which resulted in a reduction of amortization expense of $155,000 in the nine months ended September 30, 2002. The remaining intangible assets of $1,959,000 will continue to be amorti