U.S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2011
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission file number
000-49736
FIRST
COMMUNITY FINANCIAL CORPORATION
(Name of registrant in its charter)
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PENNSYLVANIA
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23-2321079
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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TWO NORTH MAIN STREET,
MIFFLINTOWN, PENNSYLVANIA
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17059
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(Address of principal executive office)
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(Zip Code)
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Issuer’s telephone number
(717) 436-2144
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $5.00 PAR VALUE
(Title of class)
Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
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No
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Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
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No
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act 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
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No
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Indicate by check mark if disclosure of delinquent filers in response 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.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes
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No
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Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer,”
“large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Act (check one):
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Large Accelerated Filer
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Accelerated filer
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Non-accelerated Filer
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Smaller reporting company
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The aggregate market value of the voting common stock held by nonaffiliates of the registrant as of June 30, 2011
was $26,448,066
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest
practicable date:
Common stock, par value $5.00 per share, 1,407,870 shares outstanding as of February 28, 2012.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions of the First Community Financial Corporation Annual Report for the year ended December 31, 2011
are incorporated by reference into Parts I and II. Portions of the Proxy Statement filed with respect to the First Community Financial Corporation 2012 Annual Meeting are incorporated by reference into Part III.
INDEX
(i)
(ii)
PART I
First Community Financial
Corporation (the “Corporation”) is a one bank holding company incorporated under the laws of the Commonwealth of Pennsylvania and registered under the Bank Holding Company Act of 1956, as amended. The Corporation is headquartered in
Mifflintown, Pennsylvania and was organized on November 13, 1984 for the purpose of acquiring The First National Bank of Mifflintown (the “Bank”) as a wholly-owned national bank subsidiary. The Corporation’s principal activity
consists of owning and supervising the Bank, which is engaged in providing banking and banking related services in central Pennsylvania, principally in Juniata and Perry Counties. The day-to-day management of the Bank is conducted by its officers,
subject to review by its Board of Directors. Each Director of the Corporation also is a Director of the Bank. The Corporation derives substantially all of its current income from the Bank. The Corporation also has made certain investments in other
Pennsylvania banking institutions, the dividends on which also are included in our current income.
The First National Bank of
Mifflintown
The Bank became a wholly-owned subsidiary of the Corporation pursuant to a Plan of Reorganization and Merger consummated
in April 1985. The Bank was originally chartered as a private bank in 1864 and converted to a national bank in 1889. The Bank conducts business through twelve full service banking offices. The main banking office is located in the Borough of
Mifflintown, five branch offices are maintained in Juniata County and seven branch offices are maintained in Perry County, Pennsylvania.
As
of December 31, 2011, the Bank had total assets of $387.9 million, total shareholders’ equity of $31.4 million, and total deposits of $330.5 million.
The deposits of the Bank are insured by the Federal Deposit Insurance Corporation (the “FDIC”) to the extent provided by law. The Bank provides a wide range of banking services to businesses and
individuals, with particular emphasis on serving the needs of the individual consumer. Banking services include secured and unsecured financing, real estate financing, agricultural financing, mortgage lending, and trust and other related services,
as well as checking, savings and time deposits, and a wide variety of other financial services to individuals, businesses, municipalities and governmental bodies.
The Bank concentrates its lending activities on residential real estate, commercial real estate, commercial loans, agricultural loans and consumer installment loans. A substantial portion of the loan
portfolio is secured by commercial and residential real estate, either as primary or secondary collateral. Loan approvals are made in accordance with a policy that includes delegated authorities approved by the Board of Directors. Loans are approved
at various management levels up to and including the Board of Directors, depending on the amount of the loan.
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As of December 31, 2011, residential real estate loans represented 59.9% of the total loan portfolio.
These types of loans represent a relatively low level of risk, especially in the absence of speculative lending. The most prominent risks in this market are those associated with declining economic conditions resulting from economic downturns and
increases in unemployment, which could affect borrowers’ abilities to repay loans. The Bank limits its risk in this area by often requiring private mortgage insurance for certain residential real estate loans in excess of 80% of the appraised
value.
Commercial real estate loans represented 18.9%, commercial, financial and agricultural loans represented 17.8% and construction loans
represented 1.4% of the total loan portfolio at December 31, 2011. Commercial real estate loans consist primarily of loans to local businesses where the collateral for the loans includes the real estate occupied by the business. Commercial
loans are comprised of loans to small businesses whose demand for funds fall within the legal lending limits of the Bank. The Bank’s agricultural loans generally consist of operating lines used to finance farming operations through the growing
season and term loans to finance farm equipment purchases. Risks associated with these types of loans can be significant and include, but are not limited to, fraud, bankruptcy, economic downturn, deteriorated or non-existing collateral and changes
in interest rates. The Bank attempts to limit its risk by using certified appraisers in determining property values, by performing thorough credit analysis and by limiting the Bank’s total exposure to these types of loans.
As of December 31, 2011, consumer installment loans represented 2.0% of the total loan portfolio and are made on a secured and unsecured basis,
primarily to fund personal, family and household purposes, including loans for automobiles, home improvement, education loans and investments. Risks associated with consumer installment loans include, but are not limited to, fraud, deteriorated or
non-existing collateral, general economic downturn and customer financial problems. Risk in this area is limited by analyzing creditworthiness and controlling debt to income limits.
The Bank’s Trust Department provides a broad range of personal trust services. It administers and provides investment management services for estates, trusts, agency accounts and employee benefit
plans. Nondeposit investment products such as stocks, bonds, mutual funds, annuities and insurance are offered through Sorrento Pacific Financial, LLC. For the year ended December 31, 2011, income from the Bank’s fiduciary activities
amounted to $525,000 and the Bank had assets worth $101.9 million under management in its Trust Department at that time.
The Bank is subject
to regulation and periodic examination by the Office of the Comptroller of the Currency (the “OCC”).
During the last five years,
the Corporation has experienced substantial growth. Specifically, the Corporation’s total assets increased from $278.5 million as of December 31, 2006 to $387.9 million as of December 31, 2011, funded primarily by an increase in the
Bank’s total deposits over this period from $222.4 million to $330.5 million. Additionally, the Bank’s loans increased from $177.9 million to $247.7 million over this same period, while the Corporation’s annual net income ranged
between $2.0 million and $4.1 million.
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The growth in the Bank’s deposits and loans reflect its efforts to increase its market share in
Juniata and Perry Counties and is largely attributable to the maturation of the Bank’s branches and expansion of its products, services and areas of expertise.
Market Area and Competition
The Bank’s market area lies within Juniata and
Perry Counties, Pennsylvania. By all indications, this region has good economic prospects. Juniata and Perry Counties had a combined estimated population of 70,605 in 2011, representing an increase of approximately 6.3% since 2000. The primary
industries in the region are agriculture and timber/woodworking. Unemployment rates in 2011 were 6.6% in Juniata County and 7.1% in Perry County. With a stable workforce and growing population, the Corporation believes that the region’s long
term economic prospects are positive.
As of June 30, 2011 (the most recent date for which such information is available), three
commercial banks (the Bank, Juniata Valley Bank, and First National Bank of Pennsylvania) operated offices in Juniata County. Of all financial institutions operating in Juniata County, the Bank ranked first in terms of total deposits at
June 30, 2011 with 49.16%. Juniata Valley Bank followed closely with 42.24% and First National Bank of Pennsylvania ranked third with 8.20%. Each of the institutions with which the Bank competes in Juniata County is larger than the Bank. With
the advantages of larger asset and capital bases, these competitors tend to have larger lending limits and tend to offer a somewhat wider variety of services than does the Bank.
In Perry County, the Bank faces competition from six banks. Several of these competitors also are substantially larger than the Bank and are likely to enjoy the competitive advantages provided by larger
asset and capital bases. Moreover, the Perry County market is less concentrated, and therefore more competitive, than the Juniata County market. The Bank’s principal competitors in Perry County are Bank of Landisburg, with 32.05% of deposits at
June 30, 2011, Riverview National Bank, with approximately 17.42%, and Orrstown Bank, with approximately 15.57%. The Bank has 18.18% of the deposits in Perry County as of June 30, 2011, ranking second in Perry County.
The Bank also competes with other types of financial institutions, including credit unions, finance companies, brokerage firms, insurance companies and
retailers. Deposit deregulation has intensified the competition for deposits in recent years.
Supervision and Regulation
As a bank holding company, the Corporation is subject to regulation by the Pennsylvania Department of Banking and the Federal Reserve
Board. The deposits of the Bank are insured by the FDIC. The Bank is therefore subject to regulation by the FDIC, but as a national bank, is primarily regulated and examined by the OCC.
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The Corporation is required to file with the Federal Reserve Board an annual report and such additional
information as the Federal Reserve Board may require pursuant to the Bank Holding Company Act of 1956, as amended (the “BHC Act”). The Federal Reserve Board may also make examinations of the Corporation. The BHC Act requires each bank
holding company to obtain the approval of the Federal Reserve Board before it may acquire substantially all the assets of any bank, or before it may acquire ownership or control of any voting shares of any bank if, after such acquisition, it would
own or control, directly or indirectly, more than five percent of the voting shares of such bank.
Pursuant to provisions of the BHC Act and
regulations promulgated by the Federal Reserve Board thereunder, the Corporation may only engage in or own companies that engage in activities deemed by the Federal Reserve Board to be closely related to the business of banking or managing or
controlling banks, and the Corporation must gain permission from the Federal Reserve Board prior to engaging in most new business activities.
A bank holding company and its subsidiaries are subject to certain restrictions imposed by the BHC Act on any extensions of credit to the Bank or any of
its subsidiaries, investments in the stock or securities thereof, and on the taking of such stock or securities as collateral for loans to any borrower. A bank holding company and its subsidiaries are also prevented from engaging in certain tie-in
arrangements in connection with any extension of credit, lease or sale of property or furnishing of services.
Source of
Strength Doctrine
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and Federal Reserve
Board regulations, a bank holding company is required to serve as a source of financial and managerial strength to its subsidiary banks and may not conduct its operations in an unsafe or unsound manner. In addition, in serving as a source of
strength to its subsidiary banks, a bank holding company should stand ready to use available resources to provide adequate capital funds to its subsidiary banks during periods of financial stress or adversity and should maintain the financial
flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks. A bank holding company’s failure to meet its obligations to serve as a source of strength to its subsidiary banks will generally be
considered by the Federal Reserve Board to be an unsafe and unsound banking practice or a violation of the Federal Reserve Board regulations or both. This doctrine is commonly known as the “source of strength” doctrine.
Dividends
Dividends are
paid by the Corporation from its earnings, which are mainly provided by dividends from the Bank. However, certain regulatory restrictions exist regarding the ability of the Bank to transfer funds to the Corporation in the form of cash dividends,
loans or advances. The approval of the OCC is required if the total of all dividends declared by a national bank in any calendar year exceeds the Bank’s net profits (as defined) for that year combined with its retained net profits for the
preceding two calendar years. Under this restriction, at December 31, 2011, the
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Bank, without prior regulatory approval, could currently declare dividends to the Corporation totaling approximately $7,532,000.
Capital Adequacy
The
federal banking regulators have adopted risk-based capital guidelines for bank holding companies and banks, such as the Corporation and the Bank. Currently, the required minimum ratio of total capital to risk-weighted assets (including off-balance
sheet activities, such as standby letters of credit) is 8%. At least half of the total capital is required to be Tier 1 capital, consisting principally of common shareholders’ equity, non-cumulative perpetual preferred stock, a limited amount
of cumulative perpetual preferred stock and minority interests in the equity accounts of consolidated subsidiaries, less goodwill. The remainder (Tier 2 capital) may consist of a limited amount of subordinated debt and intermediate-term preferred
stock, certain hybrid capital instruments and other debt securities, perpetual preferred stock and a limited amount of the general loan loss allowance.
In addition to the risk-based capital guidelines, the Federal banking regulators established minimum leverage ratio (Tier 1 capital to total assets) guidelines for bank holding companies. These guidelines
provide for a minimum leverage ratio of 3% for those bank holding companies which have the highest regulatory examination ratings and are not contemplating or experiencing significant growth or expansion. All other bank holding companies are
required to maintain a leverage ratio of at least 1% to 2% above the 3% stated minimum. The Corporation and the Bank exceed all applicable capital requirements.
FDICIA
The Federal Deposit Insurance Corporation Improvement Act (“FDICIA”) was
enacted into law in 1991. FDICIA established five different levels of capitalization of financial institutions, with “prompt corrective actions” and significant operational restrictions imposed on institutions that are capital deficient
under the categories. The five categories are: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized.
To be considered well capitalized, a depository institution must have a total risk-based capital ratio of at least 10%, a Tier 1 risk-based capital ratio of at least 6%, a leverage capital ratio of 5%,
and must not be subject to any order or directive requiring the institution to improve its capital level. An institution falls within the adequately capitalized category if it has a total risk-based capital ratio of at least 8%, a Tier 1 risk-based
capital ratio of at least 4%, and a leverage capital ratio of at least 4%. Institutions with lower capital levels are deemed to be undercapitalized, significantly undercapitalized or critically undercapitalized, depending on their actual capital
levels. In addition, the appropriate federal regulatory agency may downgrade an institution to the next lower capital category upon a determination that the institution is in an unsafe or unsound condition, or is engaged in an unsafe or unsound
practice. Institutions are required under FDICIA to closely monitor their capital levels and to notify their appropriate regulatory agency of any basis for a change in capital category. Regulatory oversight of an institution becomes more stringent
with each lower capital category, with certain “prompt
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corrective actions” imposed depending on the level of capital deficiency. As of December 31, 2011, the Bank exceeded the minimum capital levels of the well-capitalized category.
Other Provisions of FDICIA
Each depository institution must submit audited financial statements to its primary regulator and the FDIC, which reports are made publicly available. In addition, the audit committee of depository
institutions with assets of $500 million or more must consist of a majority of outside directors and the audit committee of depository institutions with $1 billion or more in total assets must consist entirely of outside directors. In addition, an
institution must notify the FDIC and the institution’s primary regulator of any change in the institution’s independent auditor, and annual management letters must be provided to the FDIC and the depository institution’s primary
regulator.
Under FDICIA, each federal banking agency must prescribe certain safety and soundness standards for depository institutions and
their holding companies. Three types of standards must be prescribed: asset quality and earnings, operational and managerial, and compensation. Such standards would include a ratio of classified assets to capital, minimum earnings, and, to the
extent feasible, a minimum ratio of market value to book value for publicly traded securities of such institutions and holding companies. Operational and managerial standards must relate to: (i) internal controls, information systems and
internal audit systems, (ii) loan documentation, (iii) credit underwriting, (iv) interest rate exposure, (v) asset growth, and (vi) compensation, fees and benefits.
Provisions of FDICIA relax certain requirements for mergers and acquisitions among financial institutions and provide specific authorization for a federally chartered savings association or national bank
to be acquired by an insured depository institution.
Under FDICIA, all depository institutions must provide 90 days notice to their primary
federal regulator of branch closings, and penalties are imposed for false reports by financial institutions. Depository institutions with assets in excess of $500 million must be examined on-site annually by their primary federal or state regulator
or the FDIC.
FDIC Insurance and Assessments
Deposit accounts in the Bank are insured by the FDIC generally up to a maximum of $250,000 per separately insured depositor and up to a maximum of $250,000 for self-directed retirement accounts. The
Bank’s deposits, therefore, are subject to FDIC deposit insurance assessments.
In November 2010, as required by the Dodd-Frank Act, the
FDIC issued a Final Rule that provides for unlimited insurance coverage of noninterest-bearing demand transaction accounts, regardless of the balance of the account, until January 1, 2013. On January 18, 2011, the FDIC issued a Final Rule
to include Interest on Lawyer Trust Accounts (“IOLTAs”) in the temporary unlimited insurance coverage for non-interest bearing demand transaction accounts. This
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temporary unlimited insurance coverage replaces the Transaction Account Guarantee Program, which expired on December 31, 2010. Unlike the TAGP, there is no special assessment associated with
the temporary unlimited insurance coverage, nor may institutions opt-out of the unlimited coverage.
In 2008 and 2009, higher levels of bank
failures dramatically increased the resolution costs of the FDIC, and depleted the deposit insurance fund. In addition, the FDIC and the U.S. Congress have taken action to increase federal insurance coverage, placing additional stress on the deposit
insurance fund. In order to maintain a strong funding position and restore reserve ratios of the deposit insurance fund, the FDIC increased assessment rates of insured institutions uniformly by seven cents for every $100 of deposits beginning with
the first quarter of 2009, with additional changes beginning April 1, 2009. To further support the rebuilding of the deposit insurance fund, the FDIC imposed a special assessment on each insured institution, equal to five basis points of the
institution’s total assets minus Tier 1 capital as of September 30, 2009. For the Bank, an aggregate charge of $660,000 was recorded as a charge to operating costs in 2009. The FDIC has indicated that future special assessments are
possible, although it has not determined the magnitude or timing of any future assessments.
On November 12, 2009, the FDIC adopted a
final rule that required insured depository institutions to prepay their estimated quarterly risk-based assessments for the fourth quarter of 2009 and for all of 2010, 2011, and 2012. In December 2009, the Bank prepaid its estimated assessment total
for the next three years, which totaled approximately $1.6 million. The pre-payment amount has been included in Other Assets in the Corporation’s consolidated balance sheet and will continue to be amortized, subject to adjustments imposed by
the FDIC, over the next year. The continued decline in the deposit insurance fund balance may convince the FDIC to impose additional special emergency assessments in the future that could have a significant impact on the Bank’s capital levels
and earnings.
In February 2011, as required by the Dodd-Frank Act, the FDIC issued a Final Rule that revised the assessment base to consist
of average consolidated total assets during the assessment period minus the average tangible equity during the assessment period. In addition, the final revisions eliminate the adjustment for secured borrowings, including Federal Home Loan Bank
advances, and make certain other changes to the impact of unsecured borrowings and brokered deposits on an institution’s deposit insurance assessment. The rule also revises the assessment rate schedule to provide assessments ranging from 2.5 to
45 basis points. The changes went into effect beginning April 1, 2011. We are currently evaluating the final rule’s impact on the level of the Bank’s FDIC assessment fees and can provide no assurance that such fees will not materially
increase in the future.
Community Reinvestment Act
Under the Community Reinvestment Act of 1977 (“CRA”) and implementing regulations of the banking agencies, a financial institution has a continuing and affirmative obligation, consistent with
safe and sound operation, to meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements
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or programs for financial institutions, nor does it limit an institution’s discretion to develop the types of products and services it believes to be best suited to its particular community.
The CRA requires that bank regulatory agencies conduct regular CRA examinations and provide written evaluations of institutions’ CRA performance. The CRA also requires that an institution’s CRA performance rating be made public. CRA
performance evaluations are based on a four-tiered rating system: Outstanding, Satisfactory, Needs to Improve and Substantial Noncompliance. Although CRA examinations occur on a regular basis, CRA performance evaluations have been used principally
in the evaluation of regulatory applications submitted by an institution. CRA performance evaluations are considered in evaluating applications for such things as mergers, acquisitions and applications to open branches. A bank holding company cannot
elect to be a “financial holding company” with the expanded securities, insurance and other powers that designation entails unless all of the depository institutions owned by the holding company have a CRA rating of satisfactory or better.
The Gramm-Leach-Bliley Act also provides that a financial institution will be subject to CRA examinations no more frequently than every 5 years if it’s most recent CRA rating was “outstanding,” or every 4 years if its rating was
“satisfactory.” Following a CRA examination as of March 17, 2009, the Bank received a rating of “satisfactory.”
Bank Secrecy Act and Related Laws and Regulations
These laws and regulations have
significant implications for all financial institutions. They increase due diligence requirements and reporting obligations for financial institutions, create new crimes and penalties, and require the federal banking agencies, in reviewing merger
and other acquisition transactions, to consider the effectiveness of the parties to such transactions in combating money laundering activities. Even innocent noncompliance and inconsequential failure to follow the regulations can result in
significant fines or other penalties which could have a material adverse impact on the Corporation’s financial condition, results of operations or liquidity.
Dodd-Frank Wall Street Reform and Consumer Protection Act
Signed into law July 21,
2010, the Dodd-Frank Act will, over time, implement significant changes to the U.S. financial system, including among others, (i) the creation of a new Bureau of Consumer Financial Protection with supervisory authority, including the power to
conduct examinations and take enforcement actions with respect to financial institutions with assets of $10.0 billion or more, (ii) the creation of a Financial Stability Oversight Council with authority to identify institutions and practices
that might pose a systemic risk, (iii) provisions affecting corporate governance and executive compensation of all companies subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended, (iv) a provision
that would broaden the base for FDIC insurance assessments, and (v) a provision that would require bank regulators to set minimum capital levels for bank holding companies that are as strong as those required for their insured depository
subsidiaries, subject to a grandfather clause for holding companies with less than $15.0 billion in assets as of December 31, 2009.
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The Dodd-Frank Act contains numerous other provisions affecting financial institutions of all types, many
of which may have an impact on our operating environment in substantial and unpredictable ways. While some of the Dodd-Frank Act’s provisions were effective immediately, many are to be implemented by rules yet to be promulgated by the
applicable regulatory authorities.
The Dodd-Frank Act and the regulations to be adopted are expected to subject financial institutions to
additional restrictions, oversight and costs that may have an adverse impact on their business, financial condition, results of operations or the price of the common stock. The Dodd-Frank Act substantially increases regulation of the financial
services industry and imposes restrictions on the operations and general ability of firms within the industry to conduct business consistent with historical practices. However, the ultimate effect of the Dodd-Frank Act on the financial services
industry in general, and us in particular, is uncertain at this time
Other Laws and Regulations
State usury and credit laws limit the amount of interest and various other charges collected or contracted by a bank on loans. The Bank’s loans are
also subject to federal laws applicable to credit transactions, such as the following:
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Federal Truth-In-Lending Act, which governs disclosures of credit terms to consumer borrowers;
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Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable public officials to determine whether a financial
institution is fulfilling its obligations to meet the housing needs of the community it serves;
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Equal Credit Opportunity Act prohibiting discrimination on the basis of race, creed or other prohibitive factors in extending credit;
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Real Estate Settlement Procedures Act, which requires lenders to disclose certain information regarding the nature and cost of real estate settlements,
and prohibits certain lending practices, as well as limits escrow account amounts in real estate transactions;
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Fair Credit Reporting Act governing the manner in which consumer debts may be collected by collection agencies; and
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Various rules and regulations of various federal agencies charged with the implementation of such federal laws.
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Additionally, our operations are subject to additional federal laws and regulations, including, without limitation:
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Privacy provisions of the Gramm-Leach-Bliley Act and related regulations, which require us to maintain privacy policies intended to safeguard customer
financial information, to disclose the policies to our customers and to allow customers to “opt out” of having their financial service providers disclose their confidential financial information to non-affiliated third parties, subject to
certain exceptions;
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Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying
with administrative subpoenas of financial records;
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Consumer protection rules for the sale of insurance products by depository institutions, adopted pursuant to the requirements of the Gramm-Leach-Bliley
Act; and
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Title III of the USA Patriot Act, which requires financial institutions to take certain actions to help prevent, detect and prosecute international
money laundering and the financing of terrorism.
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Section 404 of the Sarbanes-Oxley Act of 2002 requires management to issue a report on the effectiveness of its internal controls over financial
reporting. Certifications of the Principal Executive Officer and Chief Financial Officer as required by Sarbanes – Oxley and the resulting SEC rules can be found in the “Signatures” and “Exhibits” sections.
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Basel III
In December 2010, the Basel Committee released its final framework for strengthening international capital and liquidity regulation, now officially identified by the Basel Committee as “Basel
III”. Basel III, when implemented by the U.S. banking agencies and fully phased-in, will require bank holding companies and their bank subsidiaries to maintain substantially more capital, with a greater emphasis on common equity. Basel III
increases the minimum Tier 1 common equity ratio to 4.5%, net of regulatory deductions, and introduces a capital conservation buffer of an additional 2.5% of common equity to risk-weighted assets, raising the target minimum common equity ratio to
7%. This capital conservation buffer also increases the minimum Tier 1 capital ratio from 6% to 8.5% and the minimum total capital ratio from 8% to 10.5%. In addition, Basel III introduces a countercyclical capital buffer of up to 2.5% of common
equity or other fully loss absorbing capital for periods of excess credit growth. Basel III also introduces a non-risk adjusted Tier 1 leverage ratio of 3%, based on a measure of total exposure rather than total assets, and new liquidity standards.
The timing for the U.S. banking agency’s publication of proposed rules to implement the Basel III capital framework and the
implementation schedule is uncertain. Additionally, the Dodd-Frank Act requires or permits the Federal banking agencies to adopt regulations affecting banking institutions’ capital requirements in a number of respects, including potentially
more stringent capital requirements for systemically important financial institutions. Accordingly, the regulations ultimately applicable to us and our subsidiary may be substantially different from the Basel III final framework as published in
December 2010. The requirements to maintain higher levels of capital or to maintain higher levels of liquid assets could adversely impact our financial results.
Proposed Legislation and Regulations
From time to time, various federal and state
legislation is proposed that could result in additional regulation of, and restrictions on, the business of the Corporation or the Bank, or otherwise
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change the business environment. We cannot predict whether any of this legislation, if enacted, will have a material effect on the business of the Corporation or the Bank.
Employees
As of
December 31, 2011, the Bank had a total of 69 full-time and 52 part-time employees.
Selected Statistical Information
Certain statistical information is included as part of Management’s Discussion and Analysis of Financial Conditions and Results
of Operations, included on pages 49 through 64 of the Annual Report to Shareholders for the year ended December 31, 2011, attached to this Report as Exhibit 13 and incorporated herein by reference.
(
Not required of a
smaller reporting company)
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ITEM 1B.
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Unresolved Staff Comments.
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None.
The Bank owns its
main office located at Two North Main Street in Mifflintown, Pennsylvania and the following branch offices:
Tuscarora Valley Branch
Route 75 & “Old” U.S. Route 22/322
Walker Township, Juniata County, Pennsylvania
Fermanagh Branch
Pa. Route 35 & U.S. Route 22/322
Fermanagh Township, Juniata County, Pennsylvania
Loysville Branch
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Pa. Route 850 & Pa. Route 274
Loysville, Perry County, Pennsylvania
New Bloomfield Branch
Route 274 West & Cold Storage Road
Center Township, Perry County, Pennsylvania
West Perry Branch
Route 74 & Route
274
Spring and Tyrone Townships, Perry County, Pennsylvania
Ickesburg Branch
Route 17 West
Ickesburg, Perry County, Pennsylvania
Bloomfield Borough Branch
216 S. Carlisle St.
New Bloomfield, Perry
County, Pennsylvania
Newport Branch
75 Red Hill Rd.
Newport, Perry County,
Pennsylvania
The Bank leases the building space occupied by its Delaware branch office located on Pa. Route 333 in Delaware Township, Juniata
County under a lease that has been renewed and shall expire on March 31, 2014. Upon expiration of the renewal term, the Bank may extend the lease for two successive renewal periods of five years each.
The Bank also leases the land where it constructed its East Waterford branch office, located on North Main Street in Tuscarora Township, Juniata County.
The initial term of this lease expires July 18, 2014. Upon expiration of the initial term, the Bank may extend the lease for two successive renewal periods of five years each.
The Bank also leases the space occupied by the Shermans Dale Branch, located at the intersection of Pa. Route 850 and Pa. Route 34 in Carroll Township. The initial term of this lease expired
February 28, 2003. However, the Bank has exercised its annual options to renew the lease for an additional one-year term, which options ultimately extend through June 30, 2012. The Bank is currently negotiating new lease terms for this
office.
The Bank also leases the space occupied by the Lewistown Loan Production and Trust and Financial Services Office, located at 8 N.
Dorcas St., Lewistown, Mifflin County. The initial term of the lease expires in September 2013.
12
Twelve of the Bank’s offices are full service offices, eleven of which provide drive-through teller
and automated teller machine services. The Lewistown office is a loan production and trust and financial services office.
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ITEM 3.
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Legal Proceedings.
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Neither the
Corporation nor the Bank is a party to any material pending legal proceeding other than routine legal proceedings incidental to its business.
|
ITEM 4.
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Mine Safety Disclosures.
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Not Applicable
PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Although shares of the Corporation’s common stock are traded from time to time in private transactions and in the over-the-counter market, there is
no established public trading market for the stock. The Corporation’s common stock is not listed on any stock exchange or automated quotation system and there are no present plans to so list the stock. There can be no assurance that, at any
given time, any persons will be interested in acquiring shares of the Corporation’s common stock. Price quotations for the Corporation’s common stock do not appear regularly in any generally recognized investment media.
The following table reports the highest and lowest per share prices at which the Corporation’s common stock has actually traded in private
transactions and in over-the-counter transactions during the periods indicated and of which management has knowledge. To the best of management’s knowledge, such prices do not include any retail mark-up, mark-down or commission. Shares may also
have been sold in transactions, the price and terms of which are not known to the Corporation. Therefore, the per share prices at which the Corporation’s stock has previously traded may not necessarily be indicative of the true market value of
the shares.
13
Highest and Lowest Per Share
Prices for Common Stock
in Actual Transactions
Known to Corporation
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|
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|
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2011
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2010
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|
|
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High
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|
|
Low
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|
|
High
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|
|
Low
|
|
|
|
|
|
|
|
|
First Quarter
|
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$
|
29.75
|
|
|
$
|
26.91
|
|
|
$
|
29.00
|
|
|
$
|
20.00
|
|
|
|
|
|
|
|
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Second Quarter
|
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30.00
|
|
|
|
29.00
|
|
|
|
32.00
|
|
|
|
22.00
|
|
|
|
|
|
|
|
|
Third Quarter
|
|
|
32.00
|
|
|
|
29.00
|
|
|
|
29.24
|
|
|
|
25.00
|
|
|
|
|
|
|
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|
Fourth Quarter
|
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38.00
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|
|
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32.00
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|
|
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28.00
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|
|
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25.56
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The authorized common stock of the Corporation consists of 10,000,000 shares of common stock, par value $5.00 per share,
of which 1,407,870 shares were outstanding at February 28, 2012. The Corporation has 727 shareholders of record as of February 28, 2012.
The Corporation pays dividends on the outstanding shares of our common stock as determined by the Board of Directors from time to time. It has been the practice of the Board of the Corporation to declare
dividends on a quarterly basis after considering the Corporation’s earnings, financial position, cash requirements and such other factors as the Board of Directors may deem relevant. The following table sets forth the cash dividends declared
per share on the Corporation’s common stock for the stated periods.
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Cash Dividends
Declared Per Share
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2011
|
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First Quarter
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$
|
0.180
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|
|
|
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Second Quarter
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0.185
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|
|
|
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Third Quarter
|
|
|
0.190
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|
|
|
|
Fourth Quarter
|
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0.195
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|
|
|
|
|
|
|
|
|
|
|
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$
|
0.750
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|
|
|
|
|
|
|
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2010
|
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First Quarter
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$
|
0.160
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|
|
|
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Second Quarter
|
|
|
0.170
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|
|
|
|
Third Quarter
|
|
|
0.170
|
|
|
|
|
Fourth Quarter
|
|
|
0.175
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.675
|
|
|
|
|
|
|
|
|
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See discussion under “Supervision and Regulation – Dividends” in Item 1 of this Report and Note 11 to
the financial statements contained in the Annual Report to Shareholders for the year
14
ended December 31, 2011 for a description of restrictions that may limit the Corporation’s ability to pay dividends on its common stock.
The Corporation has not adopted any compensation plans, including individual compensation arrangements, under which shares of the Corporation’s
common stock are authorized for issuance.
On January 8, 2008, the Board of Directors of the Corporation authorized a stock repurchase
program pursuant to which the Corporation is authorized to purchase up to 7.1% of its outstanding shares or 100,000 shares. Share repurchases will be made from time to time and may be effected through open market purchases, block trades, or in
privately negotiated transactions.
The table below sets forth the information with respect to purchases of common stock made by or on behalf
of the Corporation or any affiliated purchaser as defined in Rule 240-10b-18(a) (3) under Regulation S-K during the quarter ended December 31, 2011.
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Total
Number
of Shares
Purchased
|
|
|
Average
Price
Paid
Per
Share
|
|
|
Total Number of
Shares
Purchased as
Part
of a Publicly
Announced Plan
or Program
|
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Maximum Number of Shares
That
May Yet be Purchased Under
the Plan or Program
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October 1 through October 31
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0
|
|
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$
|
0.00
|
|
|
|
0
|
|
|
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96,349
|
|
|
|
|
|
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November 1 through November 30
|
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0
|
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$
|
0.00
|
|
|
|
0
|
|
|
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96,349
|
|
|
|
|
|
|
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December 1 through December 31
|
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|
5
|
|
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$
|
31.76
|
|
|
|
0
|
|
|
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96,344
|
|
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ITEM 6.
|
Selected Financial Data.
|
The selected
five year financial data, included on page 64 of the Annual Report to Shareholders for the year ended December 31, 2011, attached to this Report as Exhibit 13, is incorporated herein by reference.
15
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Management’s Discussion and Analysis of Financial Conditions and Results of Operations, included on pages 49 through 64 of the Annual Report to
Shareholders for the year ended December 31, 2011, attached to this Report as Exhibit 13, is incorporated herein by reference.
|
ITEM 7A.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
(Not required of a smaller reporting company)
|
ITEM 8.
|
Financial Statements and Supplementary Data.
|
The financial statements included on pages 10 through 48 of the Annual Report to Shareholders for the year ended December 31, 2011 attached to this Report as Exhibit 13, are incorporated herein by
reference.
|
ITEM 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
|
None.
|
ITEM 9A.
|
Controls and Procedures.
|
Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures
The Corporation’s management, with the participation of its
President & CEO (Principal Executive Officer) and CFO (Principal Financial Officer), conducted an evaluation, as of December 31, 2011, of the effectiveness of the Corporation’s disclosure controls and procedures (as defined in the
Exchange Act Rule 13a-15(e)). Based on this evaluation, the Corporation’s President & CEO and CFO concluded that, as of the end of the period covered by this annual report, the Corporation’s disclosure controls and procedures were
effective in reaching a reasonable level of assurance that management is timely alerted to material events relating to the Corporation during the period when the Corporation’s periodic reports are being prepared.
There were no significant changes in the Corporation’s internal control over financial reporting that occurred during the period covered by this
report that have materially affected, or that are reasonably likely to affect, our internal control over financial reporting.
16
Report of Management’s Assessment of Internal Control over Financial Reporting
The information required to be disclosed by this item, including the Report of Management’s Assessment of Internal Control over Financial Reporting
is included on page 8 of the Annual Report to Shareholders for the year ended December 31, 2011, which is attached to this report as Exhibit 13, and incorporated herein by reference.
This annual report does not include an attestation report of the Corporation’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not
subject to attestation by the Corporation’s registered public accounting firm pursuant to provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act which exempt smaller reporting companies from this requirement, thus
permitting the Corporation to provide only management’s report in this annual report.
|
ITEM 9B.
|
Other Information.
|
None.
PART III
|
ITEM 10.
|
Directors, Executive Officers and Corporate Governance.
|
The information required by Item 10 concerning the Corporation’s directors and executive officers is incorporated herein by reference from the sections captioned “Board of Directors,”
“Biographical Summaries of Nominees and Directors,” “Nominating Process,” “Information about Executive Officers” and “Board Committees, Leadership Structure and Meeting Attendance – Audit Committee” in
the Corporation’s definitive proxy statement for the 2012 Annual Meeting of Shareholders filed pursuant to Regulation 14A. The required information regarding compliance with Section 16(a) of the Exchange Act is incorporated by reference to
the section captioned “Section 16(a) Beneficial Ownership Reporting Compliance” in the Corporation’s definitive proxy statement for the 2012 Annual Meeting of Shareholders filed pursuant to Regulation 14A.
The Bank has adopted a code of ethics that applies to its principal executive officer, principal financial officer and other senior officers. Because the
Bank’s principal executive officer and principal financial officer also serve, respectively, as the principal executive officer and principal financial officer of the Corporation, the Bank’s code of ethics applies to them in their
capacities as officers of the Corporation as well. A copy of the code of ethics is available, without charge, upon written request to Richard R. Leitzel, Chief Financial Officer, First Community Financial Corporation, Two North Main Street,
Mifflintown, Pennsylvania 17059.
17
|
ITEM 11.
|
Executive Compensation.
|
The information
required by Item 11 is incorporated by reference from the sections captioned “Compensation of Directors,” “Executive Compensation Tables,” and “Potential Payments upon Termination,” in the Corporation’s
definitive proxy statement for the 2012 Annual Meeting of Shareholders filed pursuant to Regulation 14A.
|
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
The information required by Item 12 is incorporated by reference from the sections captioned “Share Ownership of Certain Beneficial Owners”
and “Share Ownership of Management” in the Corporation’s definitive proxy statement for the 2012 Annual Meeting of Shareholders filed pursuant to Regulation 14A.
|
ITEM 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
The information required by Item 13 is incorporated by reference from the sections captioned “Transactions with Management” and “Director Independence” in the Corporation’s
definitive proxy statement for the 2012 Annual Meeting of Shareholders filed pursuant to Regulation 14A.
|
ITEM 14.
|
Principal Accountant Fees and Services.
|
The information required by Item 14 is incorporated by reference from the section captioned “Independent Certified Public Accountants” in
the Corporation’s definitive proxy statement for the 2012 Annual Meeting of Shareholders filed pursuant to Regulation 14A. Information concerning the policy adopted by the Audit Committee regarding the pre-approval of audit and non-audit
services provided by the Corporation’s independent auditors is incorporated by reference from the section captioned “Board Committees, Leadership Structure and Meeting Attendance – Audit Committee” in the Corporation’s
definitive proxy statement for the 2012 Annual Meeting of Shareholders filed pursuant to Regulation 14A.
18
PART IV
|
ITEM 15.
|
Exhibits, Financial Statement Schedules.
|
Financial Statements, Financial Statement Schedules
The following
consolidated financial statements of the Corporation and its subsidiaries, included in the registrant’s annual report to shareholders for the year ended December 31, 2011, are incorporated by reference in Item 8:
Consolidated Balance Sheets: December 31, 2011 and 2010.
Consolidated Statements of Income: Years ended December 31, 2011 and 2010.
Consolidated Statements of Shareholders’ Equity: Years ended December 31, 2011 and 2010.
Consolidated Statements of Cash Flows: Years ended December 31, 2011 and 2010.
Notes to Consolidated Financial Statements.
All financial statement schedules for which provision is made under the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are
inapplicable and have therefore been omitted.
Exhibits
The exhibits listed on the Exhibit Index on pages 22 through 27 of this Form 10-K are filed with this Report or are incorporated by
reference.
19
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the
undersigned, thereunto duly authorized.
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|
FIRST COMMUNITY FINANCIAL
|
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CORPORATION
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|
Date:
March 8, 2012
|
|
By:
|
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/s/ Jody D. Graybill
|
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|
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Jody D. Graybill, President & CEO
|
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|
|
(Principal Executive Officer)
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Date:
March 8, 2012
|
|
By:
|
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/s/ Richard R. Leitzel
|
|
|
|
|
|
Richard R. Leitzel, Vice President
|
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
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|
Signatures
|
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Title
|
|
Date
|
|
|
|
|
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/s/ Jody D. Graybill
|
|
President and CEO and
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|
March 8, 2012
|
|
Jody D. Graybill
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|
Director
|
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|
|
|
|
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/s/ Richard R. Leitzel
|
|
Vice President
|
|
March 8, 2012
|
|
Richard R. Leitzel
|
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Principal Financial and Accounting Officer
|
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|
|
|
|
|
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/s/ Nancy S. Bratton
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Director
|
|
March 8, 2012
|
|
Nancy S. Bratton
|
|
|
|
|
|
|
|
|
|
/s/ Daniel B. Brown
|
|
Director
|
|
March 8, 2012
|
|
Daniel B. Brown
|
|
|
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|
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/s/ John P. Henry
|
|
Director
|
|
March 8, 2012
|
|
John P. Henry
|
|
|
|
|
|
|
|
|
|
/s/ Samuel G. Kint
|
|
Director
|
|
March 8, 2012
|
|
Samuel G. Kint
|
|
|
|
|
20
|
|
|
|
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|
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/s/ David M. McMillen
|
|
Director
|
|
March 8, 2012
|
|
David M. McMillen
|
|
|
|
|
|
|
|
|
|
/s/ Charles C. Saner
|
|
Director
|
|
March 8, 2012
|
|
Charles C. Saner
|
|
|
|
|
|
|
|
|
|
/s/ Roger Shallenberger
|
|
Director
|
|
March 8, 2012
|
|
Roger Shallenberger
|
|
|
|
|
|
|
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|
|
/s/ Lowell M. Shearer
|
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Director
|
|
March 8, 2012
|
|
Lowell M. Shearer
|
|
|
|
|
|
|
|
|
|
/s/ David L. Swartz
|
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Director
|
|
March 8, 2012
|
|
David L. Swartz
|
|
|
|
|
|
|
|
|
|
/s/ Frank L. Wright
|
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Director
|
|
March 8, 2012
|
|
Frank L. Wright
|
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21
Exhibit Index
|
|
|
|
|
Exhibit
|
|
Title
|
|
|
|
|
3.1
|
|
Articles of Incorporation of the Corporation. (Incorporated by reference to Exhibit 2(a) to the Corporation’s Registration Statement on Form 10-SB, as filed with the Securities
and Exchange Commission on April 17, 2002.)
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|
|
|
|
3.2
|
|
Bylaws of the Corporation. (Incorporated by reference to Exhibit 2(b) to the Corporation’s Registration Statement on Form 10-SB, as filed with the Securities and Exchange
Commission on April 17, 2002.)
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|
4.1
|
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Certain instruments defining the rights of the holders of long-term debt of the Corporation and certain of its Subsidiaries, none of which authorize a total amount of indebtedness
in excess of 10% of the total assets of the Corporation and its Subsidiaries on a consolidated basis, have not been filed as exhibits in accordance with Item 601(b)(4)(iii) of Regulation S-K. The Corporation hereby agrees to furnish a copy of these
instruments to the Commission upon request.
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|
|
|
|
10.1
|
|
Lease Agreement – Delaware Branch Office (Incorporated by reference to Exhibit 6(b)(1) to the Corporation’s Registration Statement on Form 10-SB, as filed with the
Securities and Exchange Commission on April 17, 2002.)
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|
|
|
|
10.2
|
|
Lease Agreement – East Waterford Branch Office (Incorporated by reference to Exhibit 6(b)(2) to the Corporation’s Registration Statement on Form 10-SB, as filed with the
Securities and Exchange Commission on April 17, 2002.)
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|
|
|
|
10.3
|
|
Lease Agreement – Shermans Dale Branch Office (Incorporated by reference to Exhibit 6(b)(3) to the Corporation’s Registration Statement on Form 10-SB, as filed with the
Securities and Exchange Commission on April 17, 2002.)
|
|
|
|
|
10.4
|
|
The First National Bank of Mifflintown Amended and Restated Group Term Replacement Plan. (Incorporated by reference to Exhibit 10.4 to the Corporation’s Current Report on Form
10-K as filed with the Securities and Exchange Commission on March 10, 2011.)
|
|
|
|
|
10.5
|
|
Second Amended and Restated Salary Continuation Agreement between The First National Bank of Mifflintown and Jody Graybill, dated December 31, 2008. (Incorporated by reference to
Exhibit 10.1 to the Corporation’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on January 7, 2009.)
|
|
|
|
|
10.6
|
|
First Amendment to the Second Amended and Restated Salary Continuation Agreement between The First National Bank of Mifflintown and Jody Graybill, dated October 29, 2010.
(Incorporated by reference to Exhibit 10.3 to the
|
22
|
|
|
|
|
|
|
|
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Corporation’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 4, 2010.)
|
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|
|
|
10.7
|
|
Second Amended and Restated Salary Continuation Agreement between the Bank and Richard Leitzel, dated December 31, 2008. (Incorporated by reference to Exhibit 10.2 to
the Corporation’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on January 7, 2009.)
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|
10.8
|
|
First Amendment to the Second Amended and Restated Salary Continuation Agreement between The First National Bank of Mifflintown and Richard Leitzel, dated October 29,
2010. (Incorporated by reference to Exhibit 10.4 to the Corporation’s Current Report on Form 8-K as filed with Securities and Exchange Commission on November 4, 2010.)
|
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|
|
10.9
|
|
Director Deferred Fee Agreement between The First National Bank of Mifflintown and Nancy S. Bratton, dated April 9, 2002. (Incorporated by reference to Exhibit 6(c)(11)
to the Corporation’s Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)
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|
|
|
|
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|
The form of this Director Deferred Fee Agreement is substantially identical in all material respects (except as to the parties thereto, the dates of execution and other
details) with the Director Deferred Fee Agreements between the Bank and the following directors:
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|
|
|
|
|
Director
|
|
Date of Agreement
|
|
|
|
|
John P. Henry, III
|
|
April 9, 2002
|
|
Samuel Kint
|
|
April 9, 2002
|
|
|
|
|
|
|
|
10.10
|
|
Amended and Restated Director Deferred Fee Agreement between The First National Bank of Mifflintown and Roger Shallenberger, dated October 3, 2008. (Incorporated by
reference to Exhibit 10.10 to the Corporation’s Current Report on Form 10-K as filed with the Securities and Exchange Commission on March 10, 2011.)
|
|
|
|
|
10.11
|
|
Director Deferred Fee Agreement between The First National Bank of Mifflintown and Jody D. Graybill, dated December 31, 2010 (Incorporated by reference to Exhibit 10.1
to the Corporation’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on January 5, 2011.)
|
|
|
|
|
10.12
|
|
Amended and Restated Director Revenue Neutral Retirement Agreement between The First National Bank of Mifflintown and Nancy S. Bratton, dated October 3, 2008.
(Incorporated by reference to Exhibit 10.12 to the Corporation’s Current Report on Form 10-K as filed with the Securities and Exchange Commission on March 10, 2011.)
|
23
|
|
|
|
|
|
|
|
|
The form of this Amended and Restated Director Revenue Neutral Retirement Agreement is substantially identical in all material respects (except as to the parties
thereto, the dates of execution and other details) with the Amended and Restated Director Revenue Neutral Retirement Agreements between the Bank and the following directors:
|
|
|
|
|
|
Director
|
|
Date of Agreement
|
|
|
|
|
John P. Henry, III
|
|
October 3, 2008
|
|
Samuel Kint
|
|
October 3, 2008
|
|
Charles C. Saner
|
|
October 3, 2008
|
|
Roger Shallenberger
|
|
October 3, 2008
|
|
Lowell M. Shearer
|
|
October 3, 2008
|
|
|
|
|
|
|
|
10.13
|
|
First Amendment to the Amended and Restated Director Revenue Neutral Retirement Agreement between The First National Bank of Mifflintown and Nancy S. Bratton, dated
December 14, 2010. (Incorporated by reference to Exhibit 10.13 to the Corporation’s Current Report on Form 10-K as filed with the Securities and Exchange Commission on March 10, 2011.)
|
|
|
|
|
|
|
The form of this First Amendment is substantially identical in all material respects (except as to the parties thereto, the dates of execution and other details) with
the First Amendment to the Amended and Restated Director Revenue Neutral Retirement Agreements between the Bank and the following directors:
|
|
|
|
|
|
Director
|
|
Date of Agreement
|
|
|
|
|
John P. Henry, III
|
|
December 14, 2010
|
|
Samuel Kint
|
|
December 14, 2010
|
|
Charles C. Saner
|
|
December 14, 2010
|
|
Roger Shallenberger
|
|
December 14, 2010
|
|
Lowell M. Shearer
|
|
December 14, 2010
|
|
|
|
|
|
|
|
10.14
|
|
Second Amendment to the Amended and Restated Director Revenue Neutral Retirement Agreement between The First National Bank of Mifflintown and Nancy S. Bratton, dated
December 13, 2011.
|
|
|
|
|
|
|
The form of this Second Amendment is substantially identical in all material respects (except as to the parties thereto, the dates of execution and other details) with
the Second Amendment to the Amended and Restated Director Revenue Neutral Retirement Agreements between the Bank and the following directors:
|
|
|
|
|
|
Director
|
|
Date of Agreement
|
24
|
|
|
|
|
John P. Henry, III
|
|
December 13, 2011
|
|
Samuel Kint
|
|
December 13, 2011
|
|
Charles C. Saner
|
|
December 13, 2011
|
|
Roger Shallenberger
|
|
December 13, 2011
|
|
Lowell M. Shearer
|
|
December 13, 2011
|
|
|
|
|
|
|
|
10.15
|
|
Director Revenue Neutral Retirement Agreement between The First National Bank of Mifflintown and Jody Graybill, dated October 29, 2010. (Incorporated by reference to
Exhibit 10.2 to the Corporation’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 4, 2010.)
|
|
|
|
|
|
|
The form of this agreement is substantially identical in all material respects (except as to the parties thereto, the dates of execution and other details) with the
agreements between the Bank and the following directors:
|
|
|
|
|
|
Director
|
|
Date of Agreement
|
|
|
|
|
David McMillen
|
|
October 29, 2010
|
|
David Swartz
|
|
October 29, 2010
|
|
|
|
|
|
|
|
10.16
|
|
First Amendment to The First National Bank of Mifflintown Amended and Restated Director Revenue Neutral Retirement Agreement with Jody Graybill dated December 13, 2011.
(Incorporated by reference to Exhibit 10.2 to the Corporation’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on December 16, 2011.)
|
|
|
|
|
|
|
The form of this agreement is substantially identical in all material respects (except as to the parties thereto, the dates of execution and other details) with the
agreements between the Bank and the following directors:
|
|
|
|
|
|
Director
|
|
Date of Agreement
|
|
|
|
|
David McMillen
|
|
December 13, 2011
|
|
David Swartz
|
|
December 13, 2011
|
|
|
|
|
|
|
|
10.17
|
|
Split Dollar Agreement between The First National Bank of Mifflintown and Nancy S. Bratton, dated May 14, 2002. (Incorporated by reference to Exhibit 10.15 to the
Corporation’s Current Report on Form 10-K as filed with the Securities and Exchange Commission on March 10, 2011.)
|
|
|
|
|
|
|
The form of this Split Dollar Agreement is substantially identical in all material respects (except as to the parties thereto, the dates of execution and other details)
with the Split Dollar Agreements between the Bank and the following directors:
|
|
|
|
|
|
Director
|
|
Date of Agreement
|
25
|
|
|
|
|
John P. Henry, III
|
|
May 14, 2002
|
|
Samuel Kint
|
|
May 14, 2002
|
|
Charles C. Saner
|
|
March 24, 1998
|
|
Roger Shallenberger
|
|
September 30, 1997
|
|
Lowell M. Shearer
|
|
March 31, 1998
|
|
|
|
|
|
|
|
10.18
|
|
First Amendment to the Split Dollar Agreement between The First National Bank of Mifflintown and Nancy S. Bratton, dated December 14, 2010. (Incorporated by reference to
Exhibit 10.15 to the Corporation’s Current Report on Form 10-K as filed with the Securities and Exchange Commission on March 10, 2011.)
|
|
|
|
|
|
|
The form of this First Amendment is substantially identical in all material respects (except as to the parties thereto, the dates of execution and other details) with
the First Amendment to the Split Dollar Agreements between the Bank and the following directors:
|
|
|
|
|
|
Director
|
|
Date of Agreement
|
|
|
|
|
John P. Henry, III
|
|
December 14, 2010
|
|
Samuel Kint
|
|
December 14, 2010
|
|
Charles C. Saner
|
|
December 14, 2010
|
|
Roger Shallenberger
|
|
December 14, 2010
|
|
Lowell M. Shearer
|
|
December 14, 2010
|
|
|
|
|
|
|
|
10.19
|
|
Split Dollar Agreement between The First National Bank of Mifflintown and Jody Graybill, dated October 29, 2010. (Incorporated by reference to Exhibit 10.1 to the
Corporation’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 4, 2010.)
|
|
|
|
|
|
|
The form of this agreement is substantially identical in all material respects (except as to the parties thereto, the dates of execution and other details) with the
agreements between the Bank and the following directors:
|
|
|
|
|
|
Director
|
|
Date of Agreement
|
|
|
|
|
David McMillen
|
|
October 29, 2010
|
|
David Swartz
|
|
October 29, 2010
|
|
|
|
|
|
|
|
13
|
|
Annual Report to Security Holders.
|
|
|
|
|
21
|
|
Subsidiaries of the Registrant.
|
|
|
|
|
23
|
|
Consent of Smith Elliott Kearns & Company, LLC.
|
26
|
|
|
|
|
31.1
|
|
Certification of President & CEO and Principal Executive Officer of First Community Financial Corporation Pursuant to Securities and Exchange Commission Rule 13a-14(a) /
15d-14(a).
|
|
|
|
|
31.2
|
|
Certification of Chief Financial and Accounting Officer of First Community Financial Corporation Pursuant to Securities and Exchange Commission Rule 13a-14(a) /
15d-14(a).
|
|
|
|
|
32.1
|
|
Certification of President and CEO and Principal Executive Officer of First Community Financial Corporation Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
|
|
32.2
|
|
Certification of Chief Financial and Accounting Officer of First Community Financial Corporation Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
101
|
|
Interactive Date Files.*
|
|
*
|
These interactive date files are being furnished as part of this Report and, in accordance with Rule 402 of Regulation S-T, shall not be deemed filed for purposes of
Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under those sections.
|
27
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