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As filed with the Securities and Exchange Commission on June 7, 2004

Registration No. 333-          



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


FIRST COMMUNITY CORPORATION
(Exact name of registrant as specified in its charter)

South Carolina
(State or other jurisdiction of
incorporation or organization)
  6712
(Primary Standard Industrial
Classification Code Number)
  57-1010751
(I.R.S. Employer Identification No.)

5455 Sunset Boulevard
Lexington, South Carolina 29072
(803) 951-2265

(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Michael C. Crapps
President and Chief Executive Officer
First Community Corporation
5455 Sunset Boulevard
Lexington, South Carolina 29072
(803) 951-2265
(Name, address, including zip code, and telephone number,
including area code of agent for service)



Copies to:
Neil E. Grayson, Esq.
Jason R. Wolfersberger, Esq.

Nelson, Mullins, Riley & Scarborough, L.L.P.
Poinsett Plaza, Suite 900
104 South Main Street
Greenville, South Carolina 29601
(864) 250-2235
  Paul M. Aguggia, Esq.
Victor L. Cangelosi, Esq.

Muldoon Murphy Faucette & Aguggia LLP
5101 Wisconsin Avenue, N.W.
Washington, D.C. 20016
(202) 362-0840

Approximate date of commencement of the proposed sale to the public:
As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions to the merger described in the joint proxy statement/prospectus.


        If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

        If this form is filed to register additional securities for an offering pursuant to Rule 464(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o


CALCULATION OF REGISTRATION FEE


Title of each class of
securities to be registered

  Amount to
be registered(1)
per share

  Proposed maximum
offering price

  Proposed maximum
aggregate
offering price(2)

  Amount of
registration fee


Common Stock   1,182,412   N/A   $5,274,531   $669

(1)
Represents the maximum estimated number of shares to be issued by the registrant in connection with its acquisition of DutchFork Bancshares, Inc. Pursuant to Rule 416, this registration statement also covers an indeterminate number of shares of common stock as may become issuable as a result of stock splits, stock dividends or similar transactions.

(2)
In accordance with Rule 457(f), represents the average of the high and low sale price per share of the registrant as of June 1, 2004 ($21.50), multiplied by the estimated number of shares of DutchFork Bancshares, Inc. common stock to be cancelled in connection with the merger (1,125,981 shares) less the estimated amount of cash to be paid by the registrant to the shareholders of DutchFork Bancshares, Inc. ($18,934,061).



        The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.





PROPOSED MERGER OF
FIRST COMMUNITY CORPORATION
AND DUTCHFORK BANCSHARES, INC.

        The boards of directors of First Community Corporation and DutchFork Bancshares, Inc. have unanimously agreed to a merger of our companies. In the merger, each share of DutchFork common stock will be converted into either $42.75 in cash or 1.78125 shares of First Community common stock. First Community's common stock is listed on the Nasdaq SmallCap Market under the symbol "FCCO." DutchFork's common stock is listed on the Nasdaq SmallCap Market under the symbol "DFBS."

        DutchFork shareholders will be able to elect to receive cash, First Community common stock, or a combination of cash and First Community common stock for their shares of DutchFork common stock. Regardless of their choice, however, elections will be limited by the requirement that only 60% of the shares of DutchFork common stock be exchanged for First Community common stock. Therefore, the allocation of cash and First Community common stock that DutchFork shareholders will receive will depend on the elections of other DutchFork shareholders. The federal income tax consequences of the merger to DutchFork shareholders will depend on whether they receive cash, stock, or a combination of cash and stock in exchange for their shares of DutchFork common stock.

        We cannot complete the merger unless we obtain the necessary government approvals and unless the shareholders of both First Community and DutchFork approve the merger agreement. DutchFork will hold a special meeting of its shareholders on [                        ], 2004 at [            ] p.m., local time at [                        ] to consider and vote on this merger proposal. First Community will hold a special meeting of its shareholders on [                        ], 2004 at [            ] p.m., local time at [                        ] to consider and vote on this merger proposal.

        Whether or not you plan to attend the meeting, please take the time to vote by completing and mailing the enclosed proxy card. If you sign, date, and mail your proxy card without indicating how you want to vote, your proxy will be counted as a vote "FOR" the merger and the transactions contemplated by the merger agreement. If you do not return your proxy card, or if you do not instruct your broker how to vote any shares held for you in "street name," the effect will be a vote against the merger.

        This document contains a more complete description of the shareholders' meetings, the terms of the merger, and the procedures for DutchFork shareholders to elect to receive stock or cash. This document also contains information regarding the business of First Community and DutchFork. We encourage you to read the document carefully, including the discussion under the heading "Risk Factors" beginning on page [    ]. Please review this entire document carefully.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense. The securities First Community is offering through this document are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either of our companies, and they are not insured by the Federal Deposit Insurance Corporation, the Savings Association Insurance Fund, the Bank Insurance Fund or any other governmental agency.

        DutchFork's shareholders and First Community's shareholders have dissenters' rights under Delaware law and South Carolina law, respectively. Please see "Dissenters' Rights" beginning on page [    ] of this joint proxy statement/prospectus for more information.

        This joint proxy statement/prospectus is dated [                        ], 2004 and will be first mailed to shareholders of DutchFork and First Community on or about [                        ], 2004.

        This document incorporates important business and financial information about First Community and DutchFork from documents filed with the Securities and Exchange Commission that have not been included in or delivered with this document. You may read and copy these documents at the SEC's public reference facilities. Please call the SEC at 1-800-SEC-0330 for information about these facilities.



This information is also available at the Internet site the SEC maintains at http://www.sec.gov. See "Where You Can Find More Information" on page [    ]. This information is also available without charge to shareholders upon written or verbal request. Shareholders should contact Joseph G. Sawyer, Chief Financial Officer, First Community Corporation., 5455 Sunset Boulevard, Lexington, South Carolina 29072 or J. Thomas Johnson, Chief Executive Officer, DutchFork Bancshares, Inc., 1735 Wilson Road, Newberry, South Carolina 29108. To receive timely delivery of the documents in advance of the First Community and DutchFork special meetings, you should make your request no later than                        , 2004.


First Community Corporation
5455 Sunset Boulevard
Lexington, South Carolina 29072
(803) 951-2265


NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                        , 2004


        A special meeting of shareholders of First Community Corporation will be held at [                        ] on [                        ], 2004 at [            ] p.m., local time, for the following purposes:


        Only shareholders of record at the close of business on [                        ], 2004 will be entitled to notice of and to vote at the meeting and at any adjournment or postponement.

        The First Community board of directors unanimously recommends that you vote "FOR" the proposal to approve the merger agreement. Whether or not you plan to attend the shareholder meeting, please complete, sign, date, and return the enclosed proxy in the accompanying pre-addressed postage-paid envelope.

        If the merger agreement is approved and the merger is completed, you will have the right to dissent from the merger and obtain payment in cash of the "fair value" of your shares of First Community common stock. Your right to dissent is conditioned upon your compliance with the South Carolina statutes regarding dissenters' rights. The full text of these statutes is attached as Appendix B to the accompanying joint proxy statement/prospectus and a summary of the provisions can be found under the caption "The Merger—Rights of Dissenting First Community Shareholders Under South Carolina Law."

    By Order of the Board of Directors

 

 

James C. Leventis
Corporate Secretary

Lexington, South Carolina
[                        ], 2004


DutchFork Bancshares, Inc.
1735 Wilson Road
Newberry, South Carolina 29108
(803) 321-3200


NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                        , 2004


        A special meeting of shareholders of DutchFork Bancshares, Inc. will be held at [                        ] on [                        ], 2004 at [            ] p.m., local time, for the following purposes:

        Only shareholders of record at the close of business on [                        ], 2004 will be entitled to notice of and to vote at the meeting and at any adjournment or postponement.

        The DutchFork board of directors unanimously recommends that you vote "FOR" the proposal to approve the merger agreement. Whether or not you plan to attend the shareholder meeting, please complete, sign, date, and return the enclosed proxy in the accompanying pre-addressed postage-paid envelope.

        If the merger agreement is approved and the merger is completed, you will have the right to dissent from the merger and obtain payment in cash of the "fair value" of your shares of DutchFork common stock. Your right to dissent is conditioned upon your compliance with the Delaware statutes regarding dissenters' rights. The full text of these statutes is attached as Appendix C to the accompanying joint proxy statement/prospectus and a summary of the provisions can be found under the caption "The Merger—Rights of Dissenting DutchFork Shareholders Under Delaware Law."

    By Order of the Board of Directors

 

 

Robert E. Livingston, III
Corporate Secretary

Newberry, South Carolina
[                        ], 2004



TABLE OF CONTENTS

 
  Page
QUESTIONS AND ANSWERS FOR ALL SHAREHOLDERS ABOUT THE MERGER   1
QUESTIONS AND ANSWERS FOR DUTCHFORK SHAREHOLDERS ABOUT ELECTING THE FORM OF MERGER CONSIDERATION   3
SUMMARY   4
RISK FACTORS   12
A WARNING ABOUT FORWARD-LOOKING STATEMENTS   15
COMPARATIVE PER SHARE DATA   16
MARKET PRICES AND DIVIDEND INFORMATION FIRST COMMUNITY   17
MARKET PRICES AND DIVIDEND INFORMATION DUTCHFORK BANCSHARES   19
FIRST COMMUNITY AND DUTCHFORK UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION   20
THE SPECIAL MEETINGS OF SHAREHOLDERS   27
  First Community Shareholders' Meeting   27
  DutchFork Shareholders' Meeting   29
  Authorization to Vote on Adjournment.   30
  Board Recommendation   31
  Expenses of the Special Meetings   31
THE MERGER   32
  Form of the Merger   32
  Conversion of DutchFork Common Stock   32
  Cash or Stock Election   32
  Election Procedures; Surrender of Stock Certificates   33
  When the Merger Will be Completed   35
  Conditions to Completing the Merger   35
  Covenants of DutchFork and First Community in the Merger Agreement   36
  Representations and Warranties Made by First Community and DutchFork in the Merger Agreement   37
  Terminating the Merger Agreement   37
  Termination Fee   38
  Expenses   39
  Changing the Terms of the Merger Agreement   39
  Material Federal Income Tax Consequences of the Merger   39
  Background of the Merger   42
  DutchFork's Reasons for the Merger   46
  First Community's Reasons for the Merger   47
  Opinion of First Community's Financial Adviser   49
  Opinion of DutchFork's Financial Adviser   53
  Rights of Dissenting First Community Shareholders Under South Carolina Law   62
  Rights of Dissenting DutchFork Shareholders Under Delaware Law   64
  Interests of DutchFork Directors and Officers in the Merger that Differ From Shareholders   68
  Regulatory Approvals to Complete the Merger   70
  Accounting Treatment of the Merger   71
  Resales of First Community Common Stock   71
  Recommendation of DutchFork's Board   71
  Recommendation of First Community's Board   71
DESCRIPTION OF FIRST COMMUNITY'S CAPITAL STOCK   72
  General   72
     

i


  Common Stock   72
  Preferred Stock   73
  Certain Articles and Bylaw Provisions Having Potential Anti-Takeover Effects   73
  Transfer Agent and Registrar   75
COMPARISON OF THE RIGHTS OF SHAREHOLDERS   76
  General   76
  Authorized Capital Stock   76
  Size of Board of Directors   76
  Classification of Directors   76
  Removal of Directors   77
  Filling Vacancies on the Board of Directors   77
  Nomination of Director Candidates by Shareholders   77
  Election of Directors   77
  Shareholder Action Without Meeting   77
  Calling Special Meetings of Shareholders   78
  Shareholder Proposals   78
  Payment of Dividends   78
  Indemnification of Directors, Officers, and Employees   78
  Limitation of Liability for Directors   79
  Amendment to Articles of Incorporation   79
  Amendment to Bylaws   80
  Shareholder Vote on Fundamental Issues   80
  Control Share Acquisition Provisions   80
  Business Combinations with Interested Shareholders   81
  Consideration of Broader Constituencies   83
  Dissenters' Rights   83
INDEMNIFICATION   83
INFORMATION ABOUT FIRST COMMUNITY CORPORATION   85
INFORMATION ABOUT DUTCHFORK BANCSHARES, INC.   85
LEGAL MATTERS   86
EXPERTS   86
WHERE YOU CAN FIND MORE INFORMATION   86

APPENDIX A—Agreement and Plan of Merger

 

A-1
APPENDIX B—Chapter 13 of the South Carolina Business Corporation Act of 1988   B-1
APPENDIX C—Section 262 of the Delaware General Corporation Law   C-1
APPENDIX D—Fairness Opinion of The Orr Group   D-1
APPENDIX E—Fairness Opinion of Sandler O'Neill & Partners, L.P.   E-1
APPENDIX F—First Community Corporation Form 10-KSB for the year ended December 31, 2003   F-1
APPENDIX G—First Community Corporation Form 10-QSB for the period ended March 31, 2004   G-1
APPENDIX H—DutchFork Bancshares, Inc. 2003 Annual Report to Stockholders   H-1
APPENDIX I—DutchFork Bancshares, Inc. Form 10-QSB for the period ended March 31, 2004   I-1

ii



QUESTIONS AND ANSWERS FOR ALL
SHAREHOLDERS ABOUT THE MERGER

Q:
Why is DutchFork merging with and into First Community?

A:
DutchFork is merging with and into First Community because the boards of directors of both companies believe that the merger will provide shareholders of both companies with substantial benefits and will enable the combined company to better serve its customers. The products and markets of First Community and DutchFork are generally complementary, and the merger should place the combined company in a better position to take advantage of those markets. After the merger, First Community Bank will have full-service banking offices in Lexington, Forest Acres, Irmo, Cayce-West Columbia, Gilbert, Chapin, Northeast Columbia, Newberry, and Prosperity, South Carolina. A detailed discussion of the background of and reasons for the proposed merger is contained under the headings "Background of the Merger," "First Community's Reasons for the Merger," and "DutchFork's Reasons for the Merger."

Q:
What am I being asked to vote on and how does my board recommend that I vote?

A:
You are being asked to vote FOR the approval of the Agreement and Plan of Merger dated as of April 12, 2004, providing for the merger of DutchFork with and into First Community. The boards of directors of First Community and DutchFork have determined that the proposed merger is in the best interests of First Community and DutchFork shareholders, approved the merger agreement, and recommend that you vote "FOR" the approval of the merger agreement. In addition, you are being asked to grant authority to the boards of directors to adjourn the special meetings to allow time for further solicitation of proxies in the event there are insufficient votes present at the special meetings, in person or by proxy, to approve the Agreement and Plan of Merger.

Q:
What vote is required to approve the merger?

A:
Approval of the merger requires the affirmative vote of the holders of two-thirds of First Community's outstanding shares of common stock. Because a two-thirds vote of all shares is required to approve the merger, your failure to vote will have the same effect as a vote against approval of the merger.


In addition, the approval of the merger requires the affirmative vote of the holders of a majority of DutchFork's outstanding shares of common stock. Because an absolute majority of all shares is required to approve the merger, your failure to vote will have the same effect as a vote against approval of the merger.

Q:
What should I do now?

A:
After you have read this document, please indicate on your proxy card how you want to vote. Then complete, sign, date, and mail the proxy card in the enclosed postage prepaid envelope as soon as possible, so that your shares will be represented at the special meeting.

Q:
If my shares are held in "street name" by my broker, will my broker automatically vote my shares for me?

A:
No. Your broker will not be able to vote your shares of common stock unless you provide instructions on how to vote. You should instruct your broker how to vote your shares by following the procedures your broker provides. If you do not provide instructions to your broker, your shares will not be voted, and this will have the effect of a vote against adoption of the merger agreement. Please check the voting form used by your broker to see if your broker offers telephone or internet voting.

1


Q:
Can I change my vote after I have submitted my proxy with voting instructions?

A:
Yes. There are three ways you can change your vote. First, you may send a written notice to the secretary of First Community or DutchFork, as appropriate, at the address included on page     of this document, stating that you would like to revoke your proxy. Second, you may complete and submit a later-dated proxy with new voting instructions. The latest vote actually received by First Community or DutchFork prior to its shareholders' meeting will be your vote, and any earlier votes will be revoked. Third, you may attend your company's special meeting and vote in person. Any earlier proxy votes will be revoked. Simply attending the meeting without voting, however, will not revoke your proxy. If you have instructed a broker to vote your shares, you must follow directions you will receive from your broker to change or revoke your proxy.

Q:
Do I have the right to dissent and obtain the fair value for my shares?

A:
Yes. If the merger is completed, holders of First Community common stock and DutchFork common stock will each have the right to dissent and receive the "fair value" of their shares in cash. First Community shareholders' dissenters' rights are governed by South Carolina law and DutchFork shareholders' dissenters' rights are governed by Delaware law. Copies of the applicable statutes are attached as Appendices B and C, respectively, to this document.

Q:
Who can help answer my questions?

A:
If you want additional copies of this document, or if you want to ask questions about the merger, you should contact:

First Community Corporation
Attention: Joseph G. Sawyer
5455 Sunset Blvd
Lexington, South Carolina 29072
(803) 951-2265
  DutchFork Bancshares, Inc.
Attention: J. Thomas Johnson
1735 Wilson Road
Newberry, South Carolina 29108
(803) 321-3200

2



QUESTIONS AND ANSWERS FOR DUTCHFORK SHAREHOLDERS
ABOUT ELECTING THE FORM OF MERGER CONSIDERATION

Q.
What will I receive in the merger?

A.
Each share of DutchFork common stock will be exchanged in the merger for either 1.78125 shares of First Community common stock or $42.75 in cash. You may elect either of these options, or you may elect to exchange some of your DutchFork shares for cash and some of your DutchFork shares for First Community shares. Elections are limited by a requirement that only 60% of the total number of outstanding shares of DutchFork common stock may be exchanged for First Community common stock. Therefore, the form of consideration you receive will depend in part on the elections of other DutchFork shareholders. First Community will not issue fractional shares in the merger. Instead, you will receive a cash payment, without interest, for the value of any fraction of a share of First Community common stock that you would otherwise be entitled to receive.

Q.
How do I elect to receive cash, stock, or a combination of both for my DutchFork stock?

A.
An election form will be sent to you separately on or about the date this joint proxy statement/prospectus is mailed. For your election to be effective, your properly completed election form, along with your DutchFork stock certificates or an appropriate guarantee of delivery, must be sent to and received by the exchange agent on or before 5:00 p.m., local time, on [                        ], 2004. Do not send your election form together with your proxy card. Instead, use the separate envelope specifically provided for the election form and your stock certificates. If you do not make a timely election you will be allocated First Community common stock and/or cash depending on the elections made by other shareholders.

Q.
How do I exchange my DutchFork stock certificates?

A.
Please do not forward your DutchFork stock certificates with your proxy card. If you make an election, you must return your DutchFork certificates or an appropriate guarantee of delivery with your election form. Shortly after the merger, the exchange agent will allocate cash and First Community common stock among DutchFork shareholders, consistent with their elections and the allocation and proration procedures in the merger agreement. If you do not submit an election form, you will receive instructions on where to surrender your DutchFork stock certificates from the exchange agent after the consummation of the merger.

3



SUMMARY

        This summary highlights the material terms of the proposed merger between First Community and DutchFork. For a more complete description of the terms of this transaction, and the parties to it, you should carefully read this entire joint proxy statement/prospectus, the documents that accompany this joint proxy statement/prospectus, and the documents to which we refer you. See "Where You Can Get More Information" at page     .

First Community Special Meeting (Page     )

        First Community will hold its special meeting of shareholders at     a.m. on                        , 2004 at                        , South Carolina. If you owned shares of First Community at the close of business on the record date of                        , 2004, you may vote at the First Community shareholders' meeting.

        On [insert record date], there were            shares of First Community common stock outstanding. Each First Community shareholder will have one vote at First Community's meeting for each share of stock he or she owned on the record date.

        At the special meeting, shareholders are asked to consider the approval of the merger agreement and the proposal to authorize the board of directors to adjourn the special meeting to allow time for further solicitation of proxies in the event there are insufficient votes present at the special meeting, in person or by proxy, to approve the Agreement and Plan of Merger.

The Affirmative Vote of the Holders of Two-Thirds of First Community's Outstanding Shares of Common Stock is Required to Approve the Merger (Page     )

        Approval of the merger requires the affirmative vote of the holders of two-thirds of First Community's outstanding shares of common stock. Because a two-thirds vote of all shares is required to approve the merger, your failure to vote will have the same effect as a vote against approval of the merger.

        You must instruct your broker how to vote your shares following the procedures your broker provides. Brokers who hold shares as nominees, or in "street name," will not have the authority to vote these shares at the First Community special meeting unless they receive instructions from the shareholder whose account they hold.

        Directors and executive officers of First Community currently own    % of the shares that may be voted at First Community's special meeting. We expect all of these shares to be voted in favor of the merger.

        If both DutchFork and First Community receive the approval of their respective shareholders, we currently expect to complete the merger in the third quarter of 2004, although we cannot be sure of when, or whether, the merger will be completed.

DutchFork Special Meeting (Page     )

        DutchFork will hold its special meeting of shareholders at             p.m. on                        , 2004 at                        , South Carolina. If you owned shares of DutchFork at the close of business on the record date of                        , 2004, you may vote at the DutchFork shareholders' meeting.

        On [insert record date], there were [            ] shares of DutchFork common stock outstanding. Each DutchFork shareholder will have one vote at DutchFork's meeting for each share of stock he or she owned on the record date.

        At the special meeting, shareholders are asked to consider the approval of the merger agreement and the proposal to authorize the board of directors to adjourn the special meeting to allow time for

4



further solicitation of proxies in the event there are insufficient votes present at the special meeting, in person or by proxy, to approve the Agreement and Plan of Merger.

The Affirmative Vote of the Holders of a Majority of DutchFork's Outstanding Shares of Common Stock is Required to Approve the Merger (Page     )

        Approval of the merger requires the affirmative vote of the holders of a majority of DutchFork's outstanding shares of common stock. Because an absolute majority of all shares is required to approve the merger, your failure to vote will have the same effect as a vote against approval of the merger.

        You must instruct your broker how to vote your shares following the procedures your broker provides. Brokers who hold shares as nominees, or in "street name," will not have the authority to vote these shares at the DutchFork special meeting unless they receive instructions from the shareholder whose account they hold.

        Directors and executive officers of DutchFork currently own [    %] of the shares that may be voted at DutchFork's special meeting. We expect all of these shares to be voted in favor of the merger.

The Companies (Pages     ,    )

First Community Corporation
5455 Sunset Blvd
Lexington, South Carolina 29072
(803) 951-2265

        First Community is a South Carolina corporation and is registered as a bank holding company with the Federal Reserve Board. First Community engages in a general banking business through its subsidiary, First Community Bank, N.A., a national banking association which commenced operations in August 1995. First Community's executive office is in Lexington, South Carolina. In addition to the main office, First Community Bank operates five other banking offices throughout Richland and Lexington counties in South Carolina.

DutchFork Bancshares, Inc.
1735 Wilson Road
Newberry, South Carolina 29108
(803) 321-3200

        DutchFork Bancshares, Inc., headquartered in Newberry, South Carolina, was formed in February 2000 as the savings and loan holding company for Newberry Federal Savings Bank in connection with the conversion of Newberry Federal from mutual to stock form of ownership. DutchFork's sole business activity is the ownership of all of Newberry Federal's capital stock. DutchFork does not transact any material business other than through its subsidiary, Newberry Federal. DutchFork is subject to the regulation of the Office of Thrift Supervision and the Securities and Exchange Commission.

The Merger (Page     )

        We propose a business combination in which DutchFork will merge with and into First Community. First Community will be the surviving corporation in the merger. In addition, DutchFork's wholly owned subsidiary, Newberry Federal Savings Bank, will merge with and into First Community's banking subsidiary, First Community Bank, N.A. Upon the closing of the merger, each share of DutchFork common stock will automatically be converted into the right to receive either 1.78125 shares of First Community common stock or $42.75 in cash. DutchFork shareholders may elect either of these options or may elect to exchange some shares for cash and some shares for First Community shares.

5



        The amount of cash and/or stock that DutchFork shareholders receive may differ from the amounts that they elect due to the allocation and proration procedures in the merger agreement. The merger agreement provides that 60% of the DutchFork common stock will be converted into First Community common stock and 40% of the DutchFork common stock will be converted into cash. Because the tax consequences of receiving cash will differ from the tax consequences of receiving stock, DutchFork shareholders should carefully read the tax information beginning on page [    ].

        The exchange agent or, if your DutchFork common stock is held in "street name," your broker, bank or nominee, will send DutchFork shareholders a form for making the election on or about the date this joint proxy statement/prospectus is being mailed. The election form allows DutchFork shareholders to elect to receive cash, First Community common stock, or a combination of cash and stock. To be effective, DutchFork shareholders must return a properly completed election form, along with the their stock certificates or an appropriate guarantee of delivery, to the exchange agent on or before 5:00 p.m., local time, on [                        ], 2004. Shortly after the merger, the exchange agent will allocate cash and First Community common stock among DutchFork shareholders, consistent with their elections and the allocation and proration procedures in the merger agreement. If DutchFork shareholders do not submit an election form, DutchFork shareholders will receive instructions on where to surrender their stock certificates from the exchange agent after the merger is completed. In any event, DutchFork shareholders should not forward their stock certificates with their proxy card.

        If DutchFork shareholders have a preference for receiving either First Community stock or cash for their stock, DutchFork shareholders should complete and return the election form. If DutchFork shareholders do not make an election they will be allocated First Community common stock and/or cash depending on the elections made by other DutchFork shareholders. Please remember, however, that even if DutchFork shareholders do make an election, they might not receive the amount of cash and/or stock that they elect due to the requirement that exactly 60% of the shares of DutchFork common stock be exchanged for First Community common stock.

        We make no recommendation about whether DutchFork shareholders should elect to receive cash or stock in the merger. DutchFork shareholders must make their own decision with respect to their election.

Both Companies' Boards of Directors Unanimously Recommend that Shareholders Vote "FOR" Approval of the Merger (Pages    ,    )

        The boards of directors of both First Community and DutchFork believe that the merger is fair and in the best interests of their respective shareholders and recommend that shareholders vote "FOR" approval of the merger. For a discussion of the circumstances surrounding the merger and the factors considered by First Community's board of directors and DutchFork's board of directors in approving the merger agreement, see pages [    ] and [    ], respectively.

First Community and DutchFork Shareholders Have Dissenters' Rights in the Merger (Pages     and    )

        If the merger is completed, holders of First Community common stock and DutchFork common stock will each have the right to dissent and receive the "fair value" of their shares in cash. First Community shareholders' dissenters' rights are governed by South Carolina law and DutchFork shareholders' dissenters' rights are governed by Delaware law. Copies of the applicable statutes are attached as Appendices B and C, respectively, to this document. Shareholders who intend to exercise their dissenters' rights must carefully follow the requirements of the applicable statute, and they should consult with their own legal counsel. Shareholders who exercise dissenters' rights may have taxable income as a result, so shareholders who intend to dissent should also consult with their own tax advisers.

6



Material Federal Income Tax Consequences (Page     )

        The United States federal income tax treatment will depend primarily on whether you exchange your DutchFork common stock solely for First Community common stock, solely for cash, or for a combination of First Community common stock and cash. If you exchange your DutchFork shares solely for First Community common stock, you should not recognize gain or loss except with respect to the cash you receive instead of a fractional share. If you exchange your DutchFork shares solely for cash, you should recognize capital gain or loss on the exchange. If you exchange your DutchFork shares for a combination of First Community common stock and cash, you should recognize capital gain, but not any loss, on the exchange. The actual federal income tax consequences to you of electing to receive cash, First Community common stock, or a combination of cash and stock will not be ascertainable at the time you make your election because we will not know at that time if, or to what extent, the allocation and proration procedures will apply.

        This tax treatment may not apply to all DutchFork shareholders. Determining the actual tax consequences of the merger to you can be complicated. You should consult your own tax adviser for a full understanding of the merger's tax consequences that are particular to you.

        We will not be obligated to complete the merger unless we each receive a legal opinion, dated the closing date, that the merger will be treated as a transaction of a type that is generally tax-free to shareholders of First Community and DutchFork for United States federal income tax purposes. In that case, the federal income tax treatment of the merger will be as we have described it above. This opinion, however, will not bind the Internal Revenue Service and thus the tax consequences could be different than set forth in the opinion.

Comparative Per Share Market Price Information (Page     )

        The following table shows the closing price information per share of First Community common stock and the equivalent per share price for DutchFork common stock assuming a shareholder receives only First Community common stock in exchange for his or her DutchFork common stock and giving effect to the merger on (1) April 12, 2004, which is the last day on which First Community common stock traded preceding the public announcement of the proposed merger; and (2)  [                        ], 2004, which is the last practicable trading day before the printing of this document. The equivalent per share price of DutchFork common stock was computed by multiplying the price of First Community common stock by the 1.78125 exchange ratio.

 
  First
Community
Common
Stock

  Equivalent
Price
Per Share of
DutchFork
Stock

April 12, 2004   $ 24.80   $ 42.75
[                        ], 2004   $     $  

The Orr Group and Sandler O'Neill & Partners, L.P. Believe that the Merger Consideration is Fair (Pages     ,    )

        In deciding to approve the merger of First Community and DutchFork, our boards considered opinions from our respective financial advisers regarding the fairness of the merger consideration from a financial point of view. First Community received an opinion from Orr Investments, Inc., also known as The Orr Group, an investment banking firm headquartered in Winston-Salem, North Carolina, that the merger consideration to be paid by First Community to DutchFork shareholders is fair, from a financial point of view, to shareholders of First Community. DutchFork has received an opinion, dated the date of this joint proxy statement/prospectus, from Sandler O'Neill & Partners, L.P., an investment banking firm headquartered in New York, New York, that, as of that date, the merger consideration is

7



fair, from a financial point of view, to DutchFork's shareholders. These opinions are attached as Appendices D and E, respectively, to this joint proxy statement/prospectus and should be read in their entirety.

        The Orr Group will be paid a fee of [$            ] for its advisory services in connection with the merger, including the delivery of its fairness opinion. (See disclosure in The Orr Group's fairness opinion, included in this joint proxy statement/prospectus as Appendix D.) Based on the closing price of First Community's common stock on June     , 2004, Sandler O'Neill & Partners, L.P. will receive a transaction fee of [$            ] for its advisory services in connection with the merger, including approximately $118,000 that has already been paid and $100,000 for the delivery of its fairness opinion (which has already been paid and will be credited against the transaction fee payable at closing). (See disclosure in Sandler O'Neill's fairness opinion, included in this joint proxy statement/prospectus as Appendix E.)

We Must Obtain Regulatory Approvals to Complete the Merger (Page     )

        We have filed applications with the Federal Reserve Board, the Office of Thrift Supervision, the Office of the Comptroller of the Currency, and the South Carolina Board of Financial Institutions to permit DutchFork to merge with and into First Community and Newberry Federal Savings Bank to merge with and into First Community Bank. We cannot complete the merger unless we receive the requisite regulatory approvals. If the merger is approved by the Federal Reserve, we will have to wait an additional 15 to 30 days before we can complete it. During that time, the United States Department of Justice can challenge the merger.

        As of the date of this document, we have not yet received the required regulatory approvals. Although we expect to obtain the necessary approvals in a timely manner, we cannot be certain when, or if, they will be received.

Purchase Accounting Treatment to be Used for the Merger (Page     )

        The merger will be accounted for under the purchase method of accounting, as this term is used under generally accepted accounting principles.

Reselling the Stock Received in the Merger (Page     )

        The issuance of shares of First Community common stock in the merger will be registered under the Securities Act of 1933. Except as noted below, shareholders may freely transfer those shares after they receive them. DutchFork has identified certain of its directors, executive officers, and others who may be deemed "affiliates" of DutchFork, and those persons are expected to enter into agreements with First Community reflecting limitations on the transfer of the shares they will receive in the merger.

Differences in Shareholders' Rights (Page     )

        Each DutchFork shareholder who receives First Community common stock will become a First Community shareholder. The rights of DutchFork's shareholders are currently governed by Delaware corporate law and DutchFork's certificate of incorporation and bylaws. The rights of First Community's shareholders are currently governed by South Carolina corporate law and First Community's articles of incorporation and bylaws. The rights of DutchFork's and First Community's shareholders differ with respect to various matters.

8



DutchFork's Directors and Officers Have Some Interests in the Merger that are Different or in Addition to the Interests of the DutchFork Shareholders (Page     )

        Each of DutchFork's directors and officers has interests in the merger that are different or in addition to their interests as shareholders generally. These interests relate or arise from, among other things:

9


Terminating the Merger Agreement (Page     )

        First Community and DutchFork can agree at any time not to complete the merger, even if the shareholders have approved the transaction. Also, either of us can decide, without the consent of the other, to terminate the merger agreement if:

        First Community may also terminate the merger agreement if the DutchFork board of directors withdraws or revises its recommendation to its shareholders to approve the merger agreement. In addition, First Community has the right to terminate the merger agreement if the price of its common stock at any time during the three business day period commencing on the Determination Date (as defined in the merger agreement) rises above $27.00. If First Community exercises this termination right, then DutchFork can override First Community's termination by decreasing the merger consideration as provided in the merger agreement.

        DutchFork has the right to terminate the merger agreement if the price of First Community's common stock at any time during the three business day period commencing on the Determination Date (as defined in the merger agreement) falls below $18.00. If DutchFork exercises this termination right, then First Community can override DutchFork's termination by increasing the merger consideration as provided in the merger agreement.

        DutchFork may also terminate the merger agreement solely in order to enter into a letter of intent, agreement in principle, acquisition agreement, or similar agreement related to an acquisition proposal that the board of directors of DutchFork has deemed superior to First Community's offer; provided, however, that after giving notice to First Community, DutchFork must negotiate in good faith with First Community for a period of five days to make such adjustments in the terms and conditions as would enable First Community to proceed with the transaction.

Termination Fee (Page     )

        DutchFork must pay First Community a termination fee of $1,000,000 if First Community terminates the merger agreement as a result of the failure of DutchFork's board of directors to recommend approval of the merger or the withdrawal, qualification, or revision of its recommendation to approve the merger. If within 12 months after such termination, DutchFork consummates or enters into any agreement with respect to an acquisition proposal, DutchFork must pay an additional termination fee of $1,000,000 to First Community.

        DutchFork must pay First Community a termination fee of $2,000,000 if within 12 months after the merger agreement is terminated, DutchFork consummates or enters into any agreement with respect to an acquisition proposal and if the merger agreement is terminated under either of the following circumstances:

10


        If DutchFork terminates the merger agreement solely in order to enter into a letter of intent, agreement in principle, acquisition agreement, or similar agreement related to an acquisition proposal that the board of directors of DutchFork has deemed superior to First Community's offer, then DutchFork must pay First Community a fee of $2,000,000.

        Under no circumstances will DutchFork be required to pay more than $2,000,000 in the aggregate under the termination fee provisions.

Amending the Merger Agreement (Page     )

        We can agree to amend the merger agreement, and each of us can waive our right to require the other party to adhere to the terms and conditions of the merger agreement, where the law allows. However, if the DutchFork shareholders approve the merger agreement, they must approve any amendment or waiver that reduces or changes the consideration to be received by the DutchFork shareholders in the merger.

DutchFork Has Agreed Not to Solicit Alternative Transactions (Page     )

        In the merger agreement, DutchFork has agreed not to encourage, negotiate with, or provide any information to any entity other than First Community concerning an acquisition transaction involving DutchFork. This restriction, along with the termination payment described below, may deter other potential parties interested in acquiring control of DutchFork. However, DutchFork may take certain of these actions if its board of directors determines that it should do so. This determination by the DutchFork board must be made after the DutchFork board consults with its legal counsel, and must be based on the DutchFork board's fiduciary duties. As a condition to First Community entering into the merger agreement, DutchFork agreed to pay First Community $2,000,000 if DutchFork terminates the merger agreement in order to concurrently enter into a letter of intent, agreement in principle, acquisition agreement, or other similar agreement related to such superior proposal.

11



RISK FACTORS

        In addition to the other information included in this joint proxy statement/prospectus (including the matters addressed in "A Warning About Forward-Looking Statements"), you should carefully consider the matters described below in determining whether to approve the merger agreement.

You may receive a form of consideration different from what you elect.

        The consideration to be received by DutchFork shareholders in the merger is subject to the requirement that 60% of the shares of DutchFork common stock be exchanged for First Community common stock and 40% be exchanged for cash. The merger agreement contains proration and allocation methods to achieve this desired result. If you elect all cash and the available cash is oversubscribed, then you will receive a portion of the merger consideration in First Community common stock. If you elect all stock and the available stock is oversubscribed, then you will receive a portion of the merger consideration in cash. Therefore, you may not receive exactly the form of consideration that you elect.

Because the market price of First Community common stock may fluctuate, DutchFork shareholders cannot be sure of the market value of the First Community common stock that they may receive in the merger.

        Upon the closing of the merger, each share of DutchFork common stock will automatically be converted into the right to receive either 1.78125 shares of First Community common stock or $42.75 in cash. Changes in the price of First Community common stock from the date of the merger agreement and from the date of this joint proxy statement/prospectus may affect the market value of First Community common stock that DutchFork shareholders will receive in the merger. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in First Community's businesses, operations and prospects, and regulatory considerations. Many of these factors are beyond First Community's control. In addition, there will be a time period between the completion of the merger and the time when DutchFork shareholders receiving stock consideration actually receive certificates evidencing First Community common stock. Until stock certificates are received, DutchFork shareholders will not be able to sell their First Community shares in the open market and, thus, will not be able to avoid losses resulting from any decline in the trading price of First Community common stock during this period.

The price of First Community common stock might decrease after the merger.

        Following the merger, many holders of DutchFork common stock will become shareholders of First Community. First Community common stock could decline in value after the merger. For example, during the 12 month period ending on [                        ], 2004 (the most recent practicable date prior to the printing of this joint proxy statement/prospectus), the closing price of First Community common stock varied from a low of [$            ] to a high of [$            ] and ended that period at [$            ]. The market value of First Community common stock fluctuates based upon general market economic conditions, First Community's business and prospects, and other factors.

First Community's stock trading volume has been low compared with larger bank holding companies.

        The trading volume in First Community's common stock on the Nasdaq SmallCap Market has been comparable to other similarly sized bank holding companies since trading on the Nasdaq SmallCap Market began in January 2003. Nevertheless, this trading volume does not compare with more seasoned companies listed on other stock exchanges. Thus, the market in First Community's common stock is somewhat limited in scope relative to some other companies. In addition, First Community can provide no assurance that a more active and liquid trading market for its stock will develop after the merger is consummated.

12



There can be no assurance that First Community will continue to pay dividends.

        Although First Community is currently paying a dividend of $0.05 per share per quarter and expects to pay comparable dividends for the foreseeable future, there can be no assurance that First Community will continue to pay a dividend. The future dividend policy of First Community is subject to the discretion of the board of directors and will depend upon a number of factors, including future earnings, financial condition, cash requirements, and general business conditions. In addition, the ability of First Community to pay dividends will be completely dependent upon the amount of dividends its subsidiary, First Community Bank, is permitted to pay to First Community. The ability of a bank to pay dividends is restricted under applicable law and regulations. For a description of those restrictions, see the section entitled "Description of First Community Common Stock—Dividends Rights."

Directors and officers of DutchFork have conflicts of interest in the merger.

        You should be aware that the directors and officers of DutchFork have interests in the merger that are different from, or in addition to, the interests of DutchFork shareholders generally. For example, each of the executive officers and directors has entered into agreements that provide for termination and release payments or continued employment following the merger. These agreements create conflicts of interest. These and certain other additional interests of DutchFork's directors and officers may cause some of these persons to view the proposed transaction differently than you view it. Please refer to the section entitled "Interests of DutchFork Directors and Officers in the Merger that Differ From Shareholders" for additional details on these interests.

We cannot guarantee the consummation of the contemplated merger, and we cannot predict the effect the acquisition will have on our operations.

        First Community and DutchFork will not be able to consummate the merger without the approval of certain state and federal regulatory agencies and the shareholders of both companies. Accordingly, we can give no assurances that those approvals will be obtained or that the acquisition will be completed.

First Community may experience difficulties in managing its growth and in effectively integrating DutchFork.

        The acquisition of DutchFork is the first acquisition by First Community. Accordingly, First Community has no experience in integrating another institution's operations with its company. There can be no assurances that First Community will be able to adequately and profitably manage its growth and effectively integrate the operations of DutchFork. Acquiring DutchFork will involve risks commonly associated with acquisitions, including:

First Community Bank and Newberry Federal Savings Bank face strong competition in their market areas which may limit their asset growth and profitability.

        First Community Bank's primary market area is in Richland and Lexington counties of South Carolina and the surrounding areas. The primary market area for Newberry Federal Savings Bank is Newberry County, South Carolina and surrounding communities. The banking business in both of these

13



areas is extremely competitive, and the level of competition facing First Community following the merger may increase further, which may limit its asset growth and profitability. Each of First Community Bank and Newberry Federal Savings Bank experiences competition in both lending and attracting funds from other banks and non-bank financial institutions located within its market area, many of which are significantly larger institutions. Non-bank competitors for deposits and deposit-type accounts include savings associations, credit unions, securities firms, money market funds, life insurance companies, and the mutual funds industry. For loans, they encounter competition from other banks, savings associations, finance companies, mortgage bankers and brokers, insurance companies, small loan and credit card companies, credit unions, pension trusts, and securities firms.

Increases in interest rates could adversely affect the combined companies' investment portfolio.

        Due to the size of the DutchFork's investment portfolio, periods of extreme volatility in interest rates can heavily impact cash flows from the investment portfolio. This results when call options by issuers are exercised and prepayments increase dramatically. During these periods alternative reinvestment opportunities are also heavily impacted. In an attempt to manage current and future interest rate spreads, control liquidity, and preserve investment value, DutchFork management has periodically restructured portions of its investment portfolio. These restructurings have resulted in positive income gains for DutchFork for the year ended September 30, 2003 and six months ended March 31, 2004. Restructuring also can impact future income capabilities due to lower rates of return afforded from reinvestment opportunities. Future changes in the interest rate and economic environment may require management to restructure portions of the investment portfolio. There can be no assurance that future restructurings will result in the positive gains experienced in prior periods nor that interest rate spreads will be preserved at the levels previously experienced.

Following the merger, we may have higher loan losses than our combined companies have reserved for.

        Following the merger, our loan losses could exceed the allowance for loan losses our combined companies have reserved for. Reliance on historic loan loss experience may not be indicative of future loan losses, especially if general economic conditions, either nationally or regionally and especially in our primary service areas, become less favorable than expected resulting in, among other things, a deterioration in credit quality. The judgment by management of each of First Community and DutchFork about the adequacy of each company's respective allowance is based upon a number of assumptions about future events that such management believes to be reasonable, but which may or may not prove to be accurate. Following the merger, our losses will undoubtedly vary from these estimates, and there is a possibility that charge-offs in future periods will exceed the allowance for loan losses as estimated at any point in time. Thus, there can be no assurance that charge-offs in future periods will not exceed the allowance for loan losses or that additional increases in the allowance for loan losses will not be required.

The opinion obtained by DutchFork from its financial adviser will not reflect changes in circumstances before the merger.

        On April 12, 2004, and as updated on the date of this joint proxy statement/prospectus, Sandler O'Neill delivered to the DutchFork board of directors its opinion as to the fairness from a financial point of view to the shareholders of DutchFork, as of that date, of the merger consideration to be received by them under the merger agreement. This opinion did not reflect changes that may occur or may have occurred after the date of this document, to the operations and prospects of First Community or DutchFork, general market and economic conditions, and other factors. Moreover, DutchFork does not intend to request an updated opinion from Sandler O'Neill. As a result of the foregoing, DutchFork shareholders should be aware that the opinion of Sandler O'Neill does not address the fairness of the merger consideration from a financial point of view at any time other than as of the date of this document.

14



A WARNING ABOUT FORWARD-LOOKING STATEMENTS

        This joint proxy statement/prospectus, including information included or incorporated by reference in this document, contains certain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance, and business of each of First Community and DutchFork, as well as certain information relating to the merger. These statements are preceded by, followed by, or include the words "believes," "expects," "anticipates," "estimates," or similar expressions.

        These forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors:

        First Community does not intend to update or otherwise revise any forward-looking statements to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error. Furthermore, First Community does not intend to update or revise the forward-looking statements to reflect changes in general economic or industry conditions.

15




COMPARATIVE PER SHARE DATA

        The following table shows information about our income per common share, dividends per share, book value per share, and similar information as if the merger had occurred on the date indicated (which we refer to as "pro forma" information). In presenting the comparative pro forma information for certain time periods, we assumed that we had been merged throughout those periods and made certain other assumptions. See "Pro Forma Financial Information." Historically, DutchFork has not paid any dividends. First Community is currently paying a dividend of $0.05 per share per quarter. First Community expects comparable dividends to be paid to the shareholders for the foreseeable future. Notwithstanding the foregoing, the future dividend policy of the company is subject to the discretion of the board of directors and will depend upon a number of factors, including future earnings, financial condition, cash requirements, and general business conditions. In addition, the ability of First Community to pay dividends will be completely dependent upon the amount of dividends its subsidiary, First Community Bank, is permitted to pay to First Community. The ability of a bank to pay dividends is restricted under applicable law and regulations. For a description of those restrictions, see the section entitled "Description of First Community Common Stock—Dividends Rights."

        The information listed as "per equivalent DutchFork share" was obtained by multiplying the pro forma amounts by an exchange ratio of 1.78125. We present this information to reflect the fact that some DutchFork shareholders will receive shares of First Community common stock for each share of DutchFork common stock exchanged in the merger. We also anticipate that the combined company will derive financial benefits from the merger that include reduced operating expenses and the opportunity to earn more revenue. The pro forma information, while helpful in illustrating the financial characteristics of the new company under one set of assumptions, does not reflect these benefits and, accordingly, does not attempt to predict or suggest future results. The pro forma information also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined during these periods.

        The information in the following table is based on, and should be read together with, the historical financial information that we have presented in this document. See "Pro Forma Financial Information."

For the Twelve Months Ended December 31, 2003

 
  First Community
Historical

  DutchFork
Historical

  Pro Forma
Combined

  DutchFork Pro
Forma Equivalent

Net Income per share, basic   $ 1.13   $ 3.31   $ 2.01   $ 3.44
Net Income per share, diluted   $ 1.08   $ 3.13   $ 1.90   $ 3.38
Dividends declared per share   $ 0.19       $ 0.20   $ 0.36
Book value per share   $ 12.21   $ 28.87   $ 17.42   $ 31.03

For the Three Months Ended March 31, 2004

 
  First Community
Historical

  DutchFork
Historical

  Pro Forma
Combined

  DutchFork Pro
Forma Equivalent

Net Income per share, basic   $ 0.26   $ 0.73   $ 0.45   $ 0.80
Net Income per share, diluted   $ 0.25   $ 0.68   $ 0.42   $ 0.75
Dividends declared per share   $ 0.05       $ 0.05   $ 0.09
Book value per share   $ 12.55   $ 28.71   $ 17.87   $ 31.83

16



MARKET PRICES AND DIVIDEND INFORMATION
FIRST COMMUNITY

        As of [                        ], 2004, there were approximately [            ] shareholders of record of First Community common stock. On January 15, 2003, First Community stock began trading on the Nasdaq SmallCap Market under the trading symbol of "FCCO." Prior to January 15, 2003, the stock was quoted on the OTC Bulletin Board under the trading symbol "FCCO.OB." The following table sets forth the high and low sales price information as reported by Nasdaq in 2004 and 2003, the high and low bid information as reported by the OTC in 2002, and the dividends per share declared on First Community common stock in each such quarter. All information has been adjusted for any stock splits and stock dividends effected during the periods presented.

 
  First Community Common Stock
 
  High
  Low
  Dividends
2002*                  
Quarter ended March 31, 2002   $ 14.00   $ 9.57    
Quarter ended June 30, 2002   $ 14.50   $ 13.00   $ 0.04
Quarter ended September 30, 2002   $ 14.50   $ 12.25   $ 0.04
Quarter ended December 31, 2002   $ 13.30   $ 12.50   $ 0.04
2003                  
Quarter ended March 31, 2003   $ 17.00   $ 14.00   $ 0.04
Quarter ended June 30, 2003   $ 19.47   $ 16.35   $ 0.05
Quarter ended September 30, 2003   $ 20.16   $ 18.30   $ 0.05
Quarter ended December 31, 2003   $ 22.30   $ 19.60   $ 0.05
2004                  
Quarter ended March 31, 2004   $ 24.50     21.75   $ 0.05
Quarter ending June 30, 2004 (through                        , 2004)                  

*
Because First Community stock was quoted on the OTC Bulletin Board during 2002, the prices listed above for 2002 are quotations, which reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not represent actual transactions.

        You should obtain current market quotations for First Community common stock as the market price of First Community common stock will fluctuate between the date of this document and the date on which the merger is completed, and thereafter. You can get these quotations from a newspaper, on the Internet, or by calling your broker.

        First Community expects comparable dividends to be paid to the shareholders for the foreseeable future. Notwithstanding the foregoing, the future dividend policy of the company is subject to the discretion of the board of directors and will depend upon a number of factors, including future earnings, financial condition, cash requirements, and general business conditions. As a national bank, First Community Bank may only pay dividends out of its net profits then on hand, after deducting expenses, including losses and bad debts. In addition, the bank is prohibited from declaring a dividend on its shares of common stock until its surplus equals its stated capital, unless there has been transferred to surplus no less than one-tenth of the bank's net profits of the preceding two consecutive half-year periods (in the case of an annual dividend). The approval of the OCC will be required if the total of all dividends declared in any calendar year by the bank exceeds the bank's net profits to date, as defined, for that year combined with its retained net profits for the preceding two years less any required transfers to surplus. At March 31, 2004, the bank had $3,389,000 free of these restrictions. The OCC also has the authority under federal law to enjoin a national bank from engaging in what in

17



its opinion constitutes an unsafe or unsound practice in conducting its business, including the payment of a dividend under certain circumstances.

        The following table sets forth equity compensation plan information for First Community at December 31, 2003. All information has been adjusted for any stock splits and stock dividends effected during the periods presented.

Equity Compensation Plan Information

Plan Category

  Number of
securities
to be issued
upon exercise of
outstanding
options,
warrants and
rights (a)

  Weighted-average
exercise price of
outstanding
options,
warrants and
rights (b)

  Number of
securities
remaining available
for
future issuance
under
equity
compensation
plans (c)
(excluding
securities reflected
in column (a))

Equity compensation plans approved by security holders(1)   150,763   $ 9.91   39,287
  Total   150,763   $ 9.91   39,287

(1)
The number of shares of common stock available for issuance under the 1999 Stock Incentive Plan automatically increases on the first trading day each calendar year beginning January 1, 2000, by an amount equal to 3% of the shares of common stock outstanding.

18



MARKET PRICES AND DIVIDEND INFORMATION
DUTCHFORK BANCSHARES

        DutchFork common stock is listed on the Nasdaq SmallCap Market under the symbol "DFBS." The following table lists the high and low bid prices per share for DutchFork common stock for the periods indicated. DutchFork did not pay any dividends for the periods indicated.

 
  DutchFork Common Stock
 
  High
  Low
Fiscal 2002            
Quarter ended December 31, 2001   $ 21.45   $ 20.35
Quarter ended March 31, 2002   $ 22.50   $ 20.40
Quarter ended June 30, 2002   $ 26.40   $ 21.80
Quarter ended September 30, 2002   $ 26.40   $ 23.00
Fiscal 2003            
Quarter ended December 31, 2002   $ 27.49   $ 25.85
Quarter ended March 31, 2003   $ 30.13   $ 27.25
Quarter ended June 30, 2003   $ 34.76   $ 29.00
Quarter ended September 30, 2003   $ 36.50   $ 31.24
Fiscal 2004            
Quarter ended December 31, 2003   $ 38.50   $ 38.50
Quarter ended March 31, 2004   $ 37.92   $ 37.92
Quarter ending June 30, 2004 (through                        , 2004)            

19



FIRST COMMUNITY AND DUTCHFORK
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        The following unaudited pro forma combined condensed balance sheet as of March 31, 2004 and unaudited pro forma combined statements of income for the three months ended March 31, 2004 and the year ended December 31, 2003 combine the historical financial statements of First Community and DutchFork. The pro forma combined condensed statements give effect to the proposed merger of DutchFork with and into First Community as if the merger occurred on March 31, 2004 with respect to the balance sheet and on January 1, 2004 or January 1, 2003, respectively, with respect to the statements of income for the three months ended March 31, 2004 and the year ended December 31, 2003, respectively. First Community reports on a calendar year basis while DutchFork reports on a fiscal year ending on September 30. For purposes of the unaudited pro forma combined condensed statement of income for the year ended December 31, 2003, and the three months ended March 31, 2004, the companies have been combined using DutchFork's fiscal year ended September 30, 2003 and first quarter ended December 31, 2003 as though they reported using the same year for accounting purposes as First Community. The pro forma combined condensed statements give effect to the proposed merger under the purchase method of accounting using an exchange value of $24.00 per share for First Community common stock.

        The purchase method of accounting requires that all of DutchFork's assets and liabilities be adjusted to their estimated fair market values as of the date of acquisition. For purposes of the pro forma combined condensed statements, fair market value of March 31, 2004 assets and liabilities has been estimated by management of First Community using market information available on March 31, 2004. Accordingly, these adjustments are only approximations. This information may not necessarily be indicative of the financial position or results of operations that would have occurred if the merger had been consummated on the date or at the beginning of the period indicated or which may be obtained in the future. Upon consummation of the merger, First Community will make adjustments as of the date of consummation based on appraisals and estimates.

        The pro forma combined condensed statements also contain adjustments based on assumed interest rates and estimates by First Community management regarding changes in revenues and expenses that management believes will be achieved after consummation of the merger. Of course, there can be no assurance that such changes will be of the magnitude estimated or that they will occur at all.

20




First Community Corporation
Unaudited Pro Forma Combined Condensed Balance Sheet
At March 31, 2004

 
  Actual (Unaudited)
  Pro Forma
 
  First
Community
Corporation

  DutchFork
Bancshares

  Adjustments
   
  Combined
ASSETS                            
Cash and due from banks   $ 6,606   $ 7,223             $ 13,829
Interest-bearing bank balances     2,897                     2,897
Federal funds sold and securities purchased under agreements to resell    
20,983
          (19,559
10,000
)
(2)
(4)
   
11,424
Investment securities—available for sale     47,884     130,332               178,216
Investment securities—held to maturity     4,987     3,211               8,198
Loans     127,009     55,289     849   (3)     183,147
Less, allowance for loan losses     1,790     153               1,943
   
 
           
Net loans     125,219     55,136               181,204
Property, furniture and equipment—net     8,412     3,064     300   (3)     11,776
Core deposit intangible     684           4,200   (3)     4,884
Goodwill     35           20,762   (3)     20,797
Other assets     2,506     8,083     1,210   (3)     11,799
   
 
 
     
Total assets   $ 220,213   $ 207,049   $ 17,762       $ 445,024
   
 
 
     

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Deposits   $ 187,405   $ 139,984   $ 472   (3)   $ 327,861
Federal Home Loan Bank advances     5,000     35,000     3,221   (3)     43,221
Securities sold under agreements to repurchase     6,397                     6,397
Other borrowed money     149     32     10,000   (4)     10,181
Other liabilities     1,208     931     6,792   (5)     8,931
   
 
           
Total liabilities     200,159     175,947               396,591
   
 
           
SHAREHOLDERS' EQUITY                            
Preferred stock-none issued and outstanding                            
Common stock     1,598     15     1,168   (1)     2,781
Additional paid in capital     12,889     15,137     12,059   (1)     40,085
Retained earnings     5,252     32,626     (32,626 ) (1)     5,252
Other     315     (16,676 )   16,676   (1)     315
   
 
           
Total shareholders' equity     20,054     31,102               48,433
   
 
 
     
Total liabilities and shareholders' equity   $ 220,213   $ 207,049   $ 17,762       $ 445,024
   
 
 
     

(1)
Record issuance of 1,182,412 shares of First Community Corporation Stock based on a price of $24.00 and to reflect the elimination of DFBS equity accounts.

(2)
Record cash paid for DFBS shares in the amount of $18,934,000 and for estimated transaction cost in the amount of $625,000. These costs include investment banking fees, legal fees, and accounting fees.

21


(3)
Adjust acquired assets and liabilities of DFBS to fair value and related tax effects as follows (in thousands):

Purchase price and transaction cost in excess of DFBS equity at March 31, 2004   $ 16,835  
   
 
  Fair value purchase accounting adjustments:        
      Loans     849  
      Property and equipment     300  
      Deposits     (472 )
      Advances to FHLB     (3,221 )
      Other, including income taxes     890  
   
 
      (1,654 )
   
 
  Exit cost purchase accounting adjustments:        
      Personnel and employee termination benefits     2,362  
      Contract cancellation     250  
      Fair value of options granted     2,500  
      Savings and loan bad debt reserve tax liability     1,680  
      Income taxes     (1,789 )
   
 
      5,003  
   
 
  Total purchase intangibles     23,492  
  Deposit base intangible     4,200  
    Deferred income tax     (1,470 )
   
 
  Goodwill   $ 20,762  
   
 
(4)
Record $10.0 million in trust preferred securities anticipated to be issued prior to the effective date.

22



First Community Corporation
Unaudited Pro Forma Combined Condensed Statement of Income
For the 2003 Fiscal Year
(Dollars in thousands, except per share amounts)

 
  First
Community
Corporation
December 31,
2003

   
   
   
 
  DutchFork
Bancshares
September 30,
2003

  Pro Forma
 
  Adjustments
  Combined
Interest income   $ 10,028   $ 10,986   $ (206 )(1) $ 20,808
Interest expense     2,381     4,848     (493 )(2)   6,736
   
 
       
Net interest income     7,647     6,138           14,072
Provision for loan losses     167     195           362
   
 
       
Net interest income after provision for loan losses     7,480     5,943           13,710
   
 
       
Gain on sale of securities         2,465           2,465
Gain on disposition of assets         1,080     (1,080 )(3)  
Other noninterest income     1,440     1,017           2,457
   
 
       
Total noninterest income     1,440     4,562           4,922
   
 
       
Contributions         1,140     (1,080 )(3)   60
Other noninterest expense     6,158     5,705     (322 )(4)   11,541
   
 
       
Total noninterest expense     6,158     6,845           11,601
   
 
       
Income before income taxes     2,762     3,660           5,577
Income taxes     965     279     210 (5)   1,454
   
 
 
 
Net Income   $ 1,797   $ 3,381     399   $ 5,577
   
 
 
 

Basic net income per share

 

$

1.13

 

$

3.31

 

 

 

(6)

$

2.01
Diluted net income per share   $ 1.08   $ 3.13       (6) $ 1.90

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 
Basic     1,590,052     1,022,804           2,772,464
Diluted     1,660,977     1,081,582           2,931,406

Pro forma adjustments

(1)
Interest income adjustments:

Opportunity cost on $9.6 million in net cashed disbursed at 1.0%.   $ (96 )
Estimated amortization of fair value adjustment to loans     (110 )
   
 
    $ (206 )
   
 
(2)
Interest expense adjustment:

Interest expense on $10.0 million trust preferred securities issued at 3.85%   $ 385  
Estimated amortization of fair value adjustment on deposits     (190 )
Estimated amortization of fair value adjustment on FHLB advances     (688 )
   
 
    $ (493 )
   
 

23


(3)
During the year ended September 30, 2003, DutchFork Bancshares sold to two local not-for-profit organizations land with an appraised value of $1.5 million and book value of $420,000. The excess of value over cost of $1.08 million was recognized as income and recorded as a contribution. This transaction has been eliminated for pro forma purposes.

(4)
Noninterest expense adjustments:

Amortization of $4.2 million core deposit premium over seven years straightline.   $ 600  
Record estimated 16% reduction in noninterest expenses subsequent to the merger.     (922 )
   
 
    $ (322 )
   
 
(5)
Record tax effect of pro forma adjustments at a 34.5% effective tax rate.

(6)
Pro forma earnings per share is based on an exchange ratio of 1.78125 or the issuance of 1,182,412 shares.

24



First Community Corporation
Unaudited Pro Forma Combined Condensed Statement of Income
For the 2004 Fiscal First Quarter
(Dollars in thousands, except per share amounts)

 
  First
Community
Corporation
March 31,
2004

   
   
   
 
  DutchFork
Bancshares
December 31,
2003

  Pro Forma
 
  Adjustments
  Combined
Interest income   $ 2,575   $ 3,023   $ (51 )(1) $ 5,547
Interest expense     552     1,070     (122 )(2)   1,500
   
 
       
Net interest income     2,023     1,953           4,047
Provision for loan losses     66               66
   
 
       
Net interest income after provision for loan losses     1,957     1,953           3,981
   
 
       
Gain on sale of securities         71           71
Other noninterest income     378     196           574
   
 
       
Total noninterest income     378     267           645
Noninterest expense     1,699     1,410     (86 )(3)   3,023
   
 
       
Income before income taxes     636     810           1,603
Income taxes     214     89     54 (4)   357
   
 
 
 
Net Income   $ 422   $ 721     103   $ 1,246
   
 
 
 

Basic net income per share

 

$

0.26

 

$

0.73

 

 

 

(5)

$

0.45
Diluted net income per share   $ 0.25   $ 0.68       (5) $ 0.42

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 
Basic     1,597,806     989,444           2,780,218
Diluted     1,684,514     1,063,452           2,971,883

Pro forma adjustment

(1)
Interest income adjustments:

Opportunity cost on $9.6 million in net cash disbursed at 1.0%.   $ (24 )
Estimated amortization of fair value adjustment to loans     (27 )
   
 
    $ (51 )
   
 
(2)
Interest expense adjustment:

Interest expense on $10.0 million in trust preferred securities anticipated to be issued at 3.85%   $ 96  
Estimated amortization of fair value adjustment on deposits     (47 )
Estimated amortization of fair value adjustment on FHLB advances     (171 )
   
 
    $ (122 )
   
 

25


(3)
Noninterest expense adjustments:

Amortization of $4.2 million core deposit premium over seven years straightline.   $ 150  
Record estimated 16% reduction in noninterest expenses subsequent to the merger.     (236 )
   
 
    $ (86 )
   
 
(4)
Record tax effect of pro forma adjustments at a 34.5% effective tax rate.

(5)
Pro forma earnings per share is based on an exchange ratio of 1.78125 or the issuance of 1,182,412 shares.

26



THE SPECIAL MEETINGS OF SHAREHOLDERS

First Community Shareholders' Meeting

        General.    This joint proxy statement/prospectus is being furnished to the shareholders of First Community in connection with the solicitation by the board of directors of First Community of proxies for use at the First Community special meeting of shareholders to be held:

and at any adjournment or postponement thereof.

        At the special meeting, shareholders are asked to consider the approval of the merger agreement and the proposal to authorize the board of directors to adjourn the special meeting to allow time for further solicitation of proxies in the event there are insufficient votes present at the special meeting, in person or by proxy, to approve the Agreement and Plan of Merger. A copy of the merger agreement is attached as Appendix A to this joint proxy statement/prospectus.

        Record Date.    First Community's shareholders of record at the close of business on                        , 2004 are entitled to vote at the First Community special meeting, or following any adjournment or postponement of the First Community special meeting. On                        , 2004, there were             shares of First Community's common stock outstanding and entitled to vote held by approximately            holders of record. As of the record date for the First Community special meeting, the executive officers and directors of First Community and their affiliates owned an aggregate of            shares, or    % of First Community's issued and outstanding common stock as of that date. All of such shares are expected to be voted in favor of approval of the merger agreement.

        Voting Rights.    Each share of First Community's common stock outstanding on                        , 2004 entitles the holder to one vote on each matter submitted to a vote at the special meeting. Shares can be voted at the meeting only if the shareholder is represented by proxy or present in person.

        Vote Required.    Approval of the merger will require the affirmative vote of holders of two-thirds of the shares of First Community's common stock entitled to vote at the special meeting. Approval of the proposal to authorize adjournment will require that the number votes cast in favor of the proposal exceed the number of votes cast against the proposal.

        Quorum.    Pursuant to First Community's articles of incorporation and South Carolina corporate law, a majority of the votes entitled to be cast by holders of First Community's common stock, represented in person or by proxy, will constitute a quorum for the transaction of business at the meeting. If there is no quorum present at the opening of the meeting, the special meeting may be adjourned by the vote of a majority of the shares voting on the motion to adjourn.

        Solicitation of Proxies.    A proxy card is enclosed for your use. You are solicited on behalf of the board of directors of First Community to complete, date, sign, and return the proxy card in the accompanying envelope, which is postage paid if mailed in the United States.

        Voting of Proxies.    You have three choices with regard to the proposal to approve the merger agreement. By checking the appropriate box on the proxy card you may:

27


        The merger cannot be completed unless holders of two-thirds of all outstanding shares, voting either in person or by proxy, vote "FOR" the proposal. Your failure to vote, or a vote to "ABSTAIN," would have the same effect as a vote "AGAINST" the merger agreement.

        If your shares are held in "street name," your broker will not be able to vote your shares without instructions from you. You should instruct your broker to vote your shares following the directions your broker provides. Your failure to instruct your broker to vote your shares will result in your shares not being voted. If you wish to change your voting instructions after you have returned your voting instructions to your broker, you must contact your broker. Broker non-votes will have the same effect as a vote "AGAINST" the merger agreement.

        Each proxy card that is properly executed, received prior to the beginning of the special meeting, and not revoked will be voted as indicated. If you sign, date, and return the proxy card without giving voting instructions, the proxy will be voted "FOR" the merger agreement as recommended by the board of directors.

        Whether or not you plan to attend First Community's special meeting, you are requested to complete, date, and sign the accompanying proxy and return it promptly in the enclosed, postage-prepaid envelope.

        Revocation of Proxies.    If you give an appointment of proxy in the accompanying form, you may revoke that appointment at any time before the actual voting. To revoke the proxy, notify the corporate secretary of First Community in writing, or execute another appointment of proxy bearing a later date and file it with the corporate secretary. The address for the corporate secretary of First Community is:

James C. Leventis, Corporate Secretary
First Community Corporation
5455 Sunset Boulevard
Lexington, South Carolina 29072

        If you return the appointment of proxy, you may still attend the meeting and vote in person. When you arrive at the meeting, first notify the corporate secretary of your desire to vote in person. You will then be given a ballot to vote in person, and your appointment of proxy will be disregarded.

        If you attend the meeting in person, you may vote your shares without returning the enclosed appointment of proxy. However, if your plans change and you are not able to attend, your shares will not be voted. Even if you plan to attend the meeting, the best way to ensure that your shares will be voted is to return the enclosed appointment of proxy and, when you get to the meeting, notify the corporate secretary that you wish to vote in person.

        Your death or incapacity will not revoke your proxy unless, before the shares are voted, notice of death or incapacity is filed with the corporate secretary of First Community or other person authorized to tabulate votes.

        Dissenters' Rights.    Under the applicable provisions of South Carolina corporate law, First Community's shareholders will have dissenters' rights with respect to approval of the merger agreement. See "Dissenters' Rights of First Community Shareholders" on page     .

28



DutchFork Shareholders' Meeting

        General.    This joint proxy statement/prospectus is being furnished to shareholders of DutchFork as of                         , 2004, and is accompanied by a form of proxy which is solicited by the board of directors of DutchFork for use at DutchFork's special meeting to be held:

and at any adjournment or postponement thereof.

        At the special meeting, shareholders are asked to consider the approval of the merger agreement and the proposal to authorize the board of directors to adjourn the special meeting to allow time for further solicitation of proxies in the event there are insufficient votes present at the special meeting, in person or by proxy, to approve the Agreement and Plan of Merger. A copy of the merger agreement is attached as Appendix A to this joint proxy statement/prospectus.

        Record Date.    Shareholders of record at the close of business on                        , 2004 are entitled to vote at DutchFork's special meeting or at any adjournment or postponement thereof. On                        , 2004, there were [            ] shares of DutchFork's common stock outstanding which were held by approximately            holders of record. As of the record date for the DutchFork special meeting, the executive officers and directors of DutchFork and their affiliates owned an aggregate of [            ] shares, or [    %] of DutchFork's issued and outstanding common stock as of that date. All of such shares are expected to be voted in favor of the merger agreement.

        Voting Rights.    Each share of DutchFork's common stock outstanding on                        , 2004 is entitled to one vote on each matter submitted to a vote at the special meeting. Shares can be voted at the meeting only if the shareholder is represented by proxy or present in person.

        Vote Required.    Approval of the merger and the proposal to authorize adjournment will require the affirmative vote of holders of a majority of the shares of DutchFork entitled to vote at the special meeting.

        Quorum.    Pursuant to the bylaws of DutchFork, a majority of the votes entitled to be cast by holders of DutchFork's common stock, represented in person or by proxy, will constitute a quorum for the transaction of business at the meeting. If there is no quorum present at the opening of the meeting, the special meeting may be adjourned by the vote of a majority of the shares voting on the motion to adjourn.

        Solicitation of Proxies.    A proxy card is enclosed for your use. You are solicited on behalf of the board of directors of DutchFork to complete, date, sign, and return the proxy card in the accompanying envelope, which is postage-paid if mailed in the United States.

        Voting of Proxies.    You have three choices with regard to the proposal to approve the merger agreement. By checking the appropriate box on the proxy card you may:

        The merger cannot be completed unless holders of majority of all outstanding shares, voting either in person or by proxy, vote "FOR" the proposal. Your failure to vote, or a vote to "ABSTAIN," would have the same effect as a vote "AGAINST" the merger agreement.

29



        If your shares are held in "street name," your broker will not be able to vote your shares without instructions from you. You should instruct your broker to vote your shares following the directions your broker provides. Your failure to instruct your broker to vote your shares will result in your shares not being voted. If you wish to change your voting instructions after you have returned your voting instructions to your broker, you must contact your broker. Broker non-votes will have the same effect as a vote "AGAINST" the merger agreement.

        Each proxy card that is properly executed, received prior to the beginning of the special meeting, and not revoked will be voted as indicated. If you sign, date, and return the proxy card without giving voting instructions, the proxy will be voted "FOR" the merger agreement as recommended by the board of directors.

        Whether or not you plan to attend DutchFork's special meeting, you are requested to complete, date, and sign the accompanying proxy and return it promptly in the enclosed, postage-prepaid envelope.

        Revocation of Proxies.    If you give an appointment of proxy in the accompanying form, you may revoke that appointment at any time before the actual voting. To revoke the proxy, notify the corporate secretary of DutchFork in writing, or execute another appointment of proxy bearing a later date and file it with the corporate secretary. The address for the corporate secretary of DutchFork is:

Robert E. Livingston, Corporate Secretary
DutchFork Bancshares, Inc.
1735 Wilson Road,
Newberry, South Carolina 29108

        If you return the appointment of proxy, you may still attend the meeting and vote in person. When you arrive at the meeting, first notify the corporate secretary of your desire to vote in person. You will then be given a ballot to vote in person, and your appointment of proxy will be disregarded.

        If you attend the meeting in person, you may vote your shares without returning the enclosed appointment of proxy. However, if your plans change and you are not able to attend, your shares will not be voted. Even if you plan to attend the meeting, the best way to ensure that your shares will be voted is to return the enclosed appointment of proxy and, when you get to the meeting, notify the corporate secretary that you wish to vote in person.

        Your death or incapacity will not revoke your proxy unless, before the shares are voted, notice of death or incapacity is filed with the corporate secretary of DutchFork or other person authorized to tabulate votes.

        Dissenters' Rights.    Under the applicable provisions of Delaware corporate law, DutchFork's shareholders will have dissenters' rights with respect to approval of the merger agreement. See "Dissenters' Rights of DutchFork's Shareholders" on page     .

Authorization to Vote on Adjournment.

        At the special meetings, you are being asked to grant authority to the boards of directors to adjourn the special meetings to allow time for further solicitation of proxies in the event there are insufficient votes present at the special meetings, in person or by proxy, to approve the Agreement and Plan of Merger. If you do not specify whether authority is granted or withheld, the proxy will be voted to grant authority to adjourn. Neither company has any plans to adjourn its special meeting at this time, but each intends to do so, if needed, to promote shareholder interests. The boards of directors of DutchFork and First Community each unanimously recommends that shareholders grant authority to the proxies to vote on adjournment of the special meetings.

30



Board Recommendation

        The boards of directors of DutchFork and First Community each unanimously recommends that shareholders vote "FOR" the merger agreement.

Expenses of the Special Meetings

        The expense of preparing, printing, and mailing this joint proxy statement/prospectus will be shared equally by First Community and DutchFork. In addition to the use of the mails, proxies may be solicited personally or by telephone by regular employees of First Community and DutchFork without additional compensation. DutchFork will also pay [            ], a proxy solicitation firm, a fee of $            , plus out-of-pocket expenses, to assist in soliciting proxies. First Community and DutchFork will each reimburse banks, brokers and other custodians, nominees and fiduciaries for their costs in sending the proxy materials to the respective beneficial owners of First Community's and DutchFork's common stock.

31




THE MERGER

        The following information describes material aspects of the proposed transaction by which DutchFork will be merged with and into First Community pursuant to the terms of the merger agreement. The merger agreement is attached as Appendix A and incorporated by reference into this joint proxy statement/prospectus. You should read the entire merger agreement carefully.

Form of the Merger

        The boards of directors of DutchFork and First Community each have unanimously approved a merger agreement that provides for the merger of DutchFork with and into First Community. First Community will survive the merger. Upon completion of the merger, each share of DutchFork common stock will be converted into the right to receive, at the election of the holder, either $42.75 in cash or 1.78125 shares of First Community common stock. The common stock of First Community will continue to trade on the Nasdaq SmallCap Market under the symbol "FCCO" after completion of the merger.

Conversion of DutchFork Common Stock

        When the merger becomes effective, each share of DutchFork common stock issued and outstanding immediately prior to the completion of the merger will automatically be converted into the right to receive, at the holder's election, either (a) $42.75 in cash without interest or (b) 1.78125 shares of First Community common stock and cash instead of fractional shares. A DutchFork shareholder's receipt of either cash and/or stock, however, is subject to the limitation that only 60% of the shares of DutchFork common stock will be exchanged for First Community common stock and proration procedures as well as other provisions in the merger agreement. See "—Cash or Stock Election." First Community will not issue fractional shares of First Community common stock, but instead will pay each holder of DutchFork common stock who would otherwise be entitled to a fractional share of First Community common stock an amount in cash determined by multiplying that fraction by the average closing price of First Community common stock over a measurement period prior to the completion of the merger. If there is a change in the number or classification of shares of First Community outstanding as a result of a stock split, stock dividend, reclassification, recapitalization, or other similar transaction, the exchange ratio will be equitably adjusted. Shares of DutchFork common stock held directly or indirectly by First Community will be canceled and retired upon completion of the merger, and no payment will be made for them. Canceled shares will not include shares held by either DutchFork or First Community in a fiduciary capacity or in satisfaction of a debt previously contracted. Holders of shares for which dissenters' rights have been exercised will be entitled only to the rights granted by Delaware law or South Carolina law as applicable. We can give you no assurance about what the market price of First Community common stock will be if and when the merger is completed, and you are advised to obtain current market quotations for First Community common stock. In addition, because the tax consequences of receiving cash will differ from the tax consequences of receiving First Community common stock, you should carefully read the information included below under "Material Federal Income Tax Consequences of the Merger."

Cash or Stock Election

        Under the terms of the merger agreement, DutchFork shareholders may elect to convert their shares into cash, First Community common stock, or a mixture of cash and First Community common stock. All elections of DutchFork shareholders are further subject to the allocation and proration procedures described in the merger agreement. These procedures provide that the number of shares of DutchFork common stock to be converted into First Community common stock in the merger must be 60% of the total number of shares of DutchFork common stock issued and outstanding on the date of the merger. We are not making any recommendation about whether DutchFork shareholders should

32



elect to receive cash or First Community common stock in the merger. Each holder of DutchFork common stock must make his or her own decision with respect to such election.

        It is unlikely that elections will be made in the exact proportions provided for in the merger agreement. As a result, the merger agreement describes procedures to be followed if DutchFork shareholders in the aggregate elect to receive more or less of the First Community common stock than First Community has agreed to issue. These procedures are summarized below:

        No guarantee can be made that DutchFork shareholders will receive the amounts of cash and stock they elect. As a result of the allocation procedures and other limitations outlined in this document and in the merger agreement, DutchFork shareholders may receive First Community common stock or cash in amounts that vary from the amounts they elect to receive.

Election Procedures; Surrender of Stock Certificates

        An election form is being mailed separately from this joint proxy statement/prospectus to holders of shares of DutchFork common stock on or about the date this joint proxy statement/prospectus is being mailed. Each election form entitles the holder of the DutchFork common stock to elect to receive cash, First Community common stock, or a combination of cash and stock, or make no election with respect to the merger consideration they wish to receive.

        To make an effective election, DutchFork shareholders must submit a properly completed election form, along with their DutchFork stock certificates representing all shares of DutchFork common stock covered by the election form (or an appropriate guarantee of delivery) to the exchange agent on or before 5:00 p.m., local time, on [                        ], 2004. Shortly after the merger, the exchange agent will allocate cash and stock among DutchFork shareholders, consistent with their elections and the allocation and proration procedures. If DutchFork shareholders do not submit an election form, they will receive instructions from the exchange agent on where to surrender their DutchFork stock certificates after the merger is completed. In any event, do not forward your DutchFork stock certificates with your proxy cards.

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        DutchFork shareholders may change their election at any time prior to the election deadline by written notice accompanied by a properly completed and signed later dated election form received by the exchange agent or by withdrawal of their stock certificates by written notice. All elections will be revoked automatically if the merger agreement is terminated. If DutchFork shareholders have a preference for receiving either First Community stock and/or cash for their DutchFork stock, they should complete and return the election form. If DutchFork shareholders do not make an election, they will be allocated First Community common stock and cash depending on the elections made by other shareholders and pursuant to the allocation and proration provisions in the merger agreement.

        We make no recommendation about whether DutchFork shareholders should elect to receive cash, stock, or a combination of cash and stock in the merger. DutchFork shareholders must make their own decision with respect to their election.

        If certificates for DutchFork common stock are not immediately available or you are unable to send the election form and other required documents to the exchange agent prior to the election deadline, DutchFork shares may be properly exchanged, and an election will be effective, if:

        DutchFork shareholders who do not submit a properly completed election form or revoke their election form prior to the election deadline and do not submit a new election form will have their shares of DutchFork common stock designated as non-election shares. DutchFork stock certificates represented by elections that have been revoked will be promptly returned without charge to the DutchFork shareholder revoking the election upon written request.

        After the completion of the merger, the exchange agent will mail to DutchFork shareholders who do not submit election forms or who have revoked such forms a letter of transmittal, together with instructions for the exchange of their DutchFork common stock certificates for the merger consideration. Until you surrender your DutchFork stock certificates for exchange after completion of the merger, you will not be paid dividends or other distributions declared after the merger with respect to any First Community common stock into which your DutchFork shares have been converted. When you surrender your DutchFork stock certificates, First Community will pay any unpaid dividends or other distributions, without interest. After the completion of the merger, there will be no further transfers of DutchFork common stock. DutchFork stock certificates presented for transfer after the completion of the merger will be canceled and exchanged for the merger consideration.

        If your DutchFork stock certificates have been either lost, stolen, or destroyed, you will have to prove your ownership of these certificates and that they were lost, stolen, or destroyed before you receive any consideration for your shares. Upon request, our transfer agent will send you instructions on how to provide evidence of ownership.

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When the Merger Will be Completed

        The closing of the merger will take place on a date designated by First Community that is no later than five days following the date on which all of the conditions to the merger contained in the merger agreement are satisfied or waived, unless we agree to a later date. See "—Conditions to Completing the Merger." On the closing date, First Community will file a certificate of merger with the Delaware Secretary of State and articles of merger with the South Carolina Secretary of State merging DutchFork with and into First Community. The merger will become effective at the time stated in the articles of merger and certificate of merger.

        First Community and DutchFork expect to complete the merger in the third calendar quarter of 2004. However, we cannot guarantee when or if the required regulatory approvals will be obtained. See "The Merger—Regulatory Approvals Needed to Complete the Merger." Furthermore, either company may terminate the merger agreement if, among other reasons, the merger has not been completed on or before December 31, 2004, unless failure to complete the merger by that time is due to a misrepresentation, breach of warranty, or failure to fulfill a covenant by the party seeking to terminate the agreement. See "—Terminating the Merger Agreement."

Conditions to Completing the Merger

        First Community's and DutchFork's obligations to consummate the merger are conditioned on the following:

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        The obligation of DutchFork to complete the merger is also conditioned on First Community having deposited the cash portion of the merger consideration with the exchange agent.

        We cannot guarantee whether all of the conditions to the merger will be satisfied or waived by the party permitted to do so.

Covenants of DutchFork and First Community in the Merger Agreement

        Agreement Not to Solicit Other Proposals.    DutchFork has agreed not to initiate, solicit, encourage, facilitate, obtain, or endorse any acquisition proposal with a third party. An acquisition proposal includes the following:

        Despite the agreement of DutchFork not to solicit other acquisition proposals, the board of directors of DutchFork may generally negotiate or have discussions with, or provide information to, a third party who makes an unsolicited, written, bona fide acquisition proposal, provided that the DutchFork board of directors, after consultation with and receipt of advice from outside legal counsel, in good faith deems such action to be required in order for the board of directors to comply with its fiduciary duties to DutchFork shareholders under applicable law.

        If DutchFork receives a proposal or information request from a third party, DutchFork must notify First Community and provide First Community with information about the third party and its proposal.

        Employee Matters.    Subject to determination of its staffing needs, each person who is an employee of Newberry Federal Savings Bank as of the closing of the merger (whose employment is not specifically terminated upon the closing) will become an employee of First Community Bank. First Community will make available employer provided health and other employee welfare benefit plans to each continuing employee on the same basis that it provides such coverage to First Community employees. Former employees of Newberry Federal will be eligible to participate in First Community's 401(k) plan and employee stock option plan with full credit for prior service with DutchFork for purposes of eligibility and vesting. For those employees of Newberry Federal that are terminated within one year following the effective date of the merger, First Community will honor the terms of the current Newberry Federal employee severance plan.

        Indemnification of Officers and Directors.    First Community has agreed to indemnify and hold harmless each director and officer of DutchFork for a period of three years from liability and expenses arising out of matters existing or occurring at or before the consummation of the merger to the fullest extent allowed under Delaware law. First Community has also agreed that it will maintain a policy of directors' and officers' liability insurance coverage for the benefit of DutchFork's directors and officers who are currently covered by insurance for five years following consummation of the merger, or such lesser period of time as can be purchased for an aggregate amount equal to three times the current annual premium.

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        Certain Other Covenants.    The merger agreement also contains other agreements relating to our conduct before consummation of the merger, including the following:

Representations and Warranties Made by First Community and DutchFork in the Merger Agreement

        First Community and DutchFork have made certain customary representations and warranties to each other in the merger agreement relating to our businesses. For information on these representations and warranties, please refer to the merger agreement attached as Appendix A. The representations and warranties must be true in all material respects through the completion of the merger unless the change does not have a material negative impact on our business, financial condition, or results of operations. See "—Conditions to Completing the Merger."

Terminating the Merger Agreement

        The merger agreement may be terminated at any time prior to the completion of the merger, either before or after approval of the merger agreement by shareholders, as follows:

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Termination Fee

        The merger agreement requires DutchFork to pay First Community a fee of $1,000,000 if First Community terminates the merger agreement as a result of the failure of DutchFork's board of directors to recommend approval of the merger or the withdrawal, qualification, or revision of its recommendation to approve the merger. If within 12 months after such termination, DutchFork consummates or enters into an agreement with respect to an acquisition proposal, DutchFork must pay an additional termination fee of $1,000,000.

        The merger agreement also requires DutchFork to pay First Community a fee of $2,000,000 if within 12 months after the merger agreement is terminated, DutchFork consummates or enters into any agreement with respect to an acquisition proposal and if the merger agreement is terminated under either of the following circumstances:

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        If DutchFork terminates the merger agreement solely in order to enter into a letter of intent, agreement in principle, acquisition agreement, or similar agreement related to an acquisition proposal that the board of directors of DutchFork has deemed superior to First Community's offer, then DutchFork must pay First Community a fee of $2,000,000.

        Under no circumstances will DutchFork be required to pay more than $2,000,000 in the aggregate under the termination fee provisions.

Expenses

        Each of First Community and DutchFork will pay its own costs and expenses incurred in connection with the merger.

Changing the Terms of the Merger Agreement

        Before the completion of the merger, First Community and DutchFork may agree to waive, amend, or modify any provision of the merger agreement. However, after the vote by DutchFork shareholders, First Community and DutchFork can make no amendment or modification that would reduce the amount or alter the kind of consideration to be received by DutchFork's shareholders under the terms of the merger.

Material Federal Income Tax Consequences of the Merger

        The following discussion addresses the material United States federal income tax consequences of the merger to holders of DutchFork common stock. This discussion applies only to DutchFork shareholders that hold their DutchFork common stock as a capital asset within the meaning of Section 1221 of the Internal Revenue Code. Further, this discussion does not address all aspects of United States federal income taxation that may be relevant to a particular shareholder in light of its personal circumstances or to shareholders subject to special treatment under the United States federal income tax laws including: banks or trusts; tax-exempt organizations; insurance companies; dealers in securities or foreign currency; traders in securities who elect to apply a mark-to-market method of accounting; pass-through entities and investors in such entities; foreign persons; and shareholders who hold DutchFork common stock as part of a hedge, straddle, constructive sale, conversion transaction, or other integrated instrument.

        This discussion is based on the Internal Revenue Code of 1986, as amended, Treasury regulations, administrative rulings, and judicial decisions, all as in effect as of the date of this joint proxy statement/prospectus and all of which are subject to change (possibly with retroactive effect) and to differing interpretations. Tax considerations under state, local, and foreign laws are not addressed in this document. The tax consequences of the merger to a holder of DutchFork common stock may vary depending upon the shareholder's particular circumstances. Therefore, each holder of DutchFork common stock should consult its tax adviser to determine the particular tax consequences of the merger to the shareholder, including those relating to state and local taxes.

        It is a condition to the obligations of First Community and DutchFork to complete the merger that each of First Community and DutchFork receive an opinion of Nelson Mullins Riley & Scarborough,

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L.L.P. to the effect that (1) the merger will be treated for United States federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, (2) First Community and DutchFork will each be a party to that reorganization within the meaning of Section 368(b) of the Internal Revenue Code, and (3) except to the extent of any cash received in lieu of a fractional share interest in First Community common stock, no gain or loss will be recognized by shareholders of DutchFork who exchange their DutchFork common stock for First Community common stock in the merger.

        In rendering its opinions, counsel may require and rely upon representations contained in letters and certificates to be received from officers of First Community, DutchFork, and others. This tax opinion will not be binding on the Internal Revenue Service or the courts, and we do not intend to request any ruling from the Internal Revenue Service with respect to the United States federal income tax consequences of the merger.

        Although the merger agreement allows both of us to waive the condition that we receive a tax opinion from Nelson Mullins Riley & Scarborough, L.L.P., we currently do not anticipate doing so.

        The United States federal income tax consequences of the merger to a holder of DutchFork common stock will depend primarily on whether such shareholder exchanges its DutchFork common stock for solely First Community common stock (except for cash received instead of a fractional share of First Community common stock), solely cash, or a combination of stock and cash. Regardless of whether a holder of DutchFork common stock elects to receive First Community common stock, cash, or a combination of stock and cash, the federal income tax consequences will depend on the actual merger consideration that such shareholder receives.

        Exchange Solely for First Community Common Stock.    No gain or loss will be recognized by a DutchFork shareholder who receives solely shares of First Community common stock (except for cash received in lieu of fractional shares, as discussed below) in exchange for all of his or her shares of DutchFork common stock. The aggregate adjusted tax basis of the shares of First Community common stock received by a DutchFork shareholder in such exchange will be equal (except for the basis attributable to any fractional shares of First Community common stock for which cash is received, as discussed below) to the aggregate adjusted tax basis of the DutchFork common stock surrendered in exchange for the First Community common stock. The holding period of the First Community common stock received will include the holding period of shares of DutchFork common stock surrendered in exchange for the First Community common stock, provided that such shares were held as capital assets of the DutchFork shareholder at the effective time of the merger. If a DutchFork shareholder has differing bases or holding periods in respect of its shares of DutchFork common stock, it should consult its tax advisor prior to the exchange with regard to identifying the bases or holding periods of the particular shares of First Community common stock received in the exchange.

        Exchange Solely for Cash.    A DutchFork shareholder who receives solely cash in exchange for all of his or her shares of DutchFork common stock (and is not treated as constructively owning First Community common stock after the merger under the circumstances referred to below under "—Possible Dividend Treatment") will recognize gain or loss for federal income tax purposes equal to the difference between the cash received and the shareholder's adjusted tax basis in the DutchFork common stock surrendered in exchange for the cash. Such gain or loss will be a capital gain or loss, provided that such shares were held as capital assets of the DutchFork shareholder at the effective time of the merger. Such gain or loss will be long-term capital gain or loss if the DutchFork shareholder's holding period is more than one year. The Internal Revenue Code contains limitations on the extent to which a taxpayer may deduct capital losses from ordinary income.

        Exchange for First Community Common Stock and Cash.    A DutchFork shareholder who receives a combination of First Community common stock and cash in exchange for his or her DutchFork

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common stock will not be permitted to recognize any loss for federal income tax purposes. The shareholder will recognize gain, if any, equal to the lesser of (1) the amount of cash received or (2) the amount of gain "realized" in the transaction. The amount of gain a DutchFork shareholder "realizes" will equal the amount by which (a) the cash plus the fair market value at the effective time of the merger of the First Community common stock received exceeds (b) the shareholders' adjusted tax basis in the DutchFork common stock to be surrendered in the exchange for the cash and First Community common stock. Any recognized gain could be taxed as a capital gain or a dividend, as described below. The aggregate tax basis of the shares of First Community common stock received by the DutchFork shareholder will be the same as the basis of the shares of DutchFork common stock surrendered in exchange for the shares of First Community common stock and cash, reduced by the amount of cash received by the shareholder, and increased by the amount of gain (including any portion of the gain that is treated as a dividend as described below), if any, recognized by the shareholder in the exchange. The holding period for shares of First Community common stock received by the DutchFork shareholder will include the shareholder's holding period for the DutchFork common stock surrendered in exchange for the First Community common stock, provided that the shares were held as capital assets of the shareholder at the effective time of the merger.

        A DutchFork shareholder's federal income tax consequences will also depend on whether his or her shares of DutchFork common stock were purchased at different times at different prices. If they were, gain or loss must be calculated separately for each identifiable block of DutchFork shares surrendered in the exchange, and a loss realized on one block of shares may not be used to offset a gain realized on another block of shares. Any disallowed loss would be included in the adjusted basis of the First Community common stock received in the exchange. A DutchFork shareholder who purchased his or her shares of DutchFork common stock at different times at different prices is urged to consult his or her own tax adviser respecting the tax consequences of the merger to that shareholder.

        Possible Dividend Treatment.    In certain circumstances, the gain recognized by a DutchFork shareholder who receives solely cash or a combination of cash and First Community common stock in the merger may have the effect of a distribution of a dividend taxable as ordinary income depending upon whether and to what extent the exchange reduces the shareholder's deemed percentage stock ownership of First Community. For purposes of this determination, the DutchFork shareholder is treated as if it first exchanged all of its shares of DutchFork common stock solely for First Community common stock and then First Community immediately redeemed (the "deemed redemption") a portion of the First Community common stock in exchange for the cash the DutchFork shareholder actually received. The gain recognized in the exchange followed by a deemed redemption will be treated as capital gain if the deemed redemption is (1) "substantially disproportionate" with respect to the DutchFork shareholder or (2) "not essentially equivalent to a dividend."

        The deemed redemption, generally, will be "substantially disproportionate" with respect to a DutchFork shareholder if the percentage described in (2) below is less than 80% of the percentage described in (1) below. Whether the deemed redemption is "not essentially equivalent to a dividend" with respect to a DutchFork shareholder will depend upon the DutchFork shareholder's particular circumstances. At a minimum, however, in order for the deemed redemption to be "not essentially equivalent to a dividend," the deemed redemption must result in a "meaningful reduction" in the DutchFork shareholder's deemed percentage stock ownership of First Community. In general, that determination requires a comparison of (1) the percentage of the outstanding stock of First Community that the DutchFork shareholder is deemed actually and constructively to have owned immediately before the deemed redemption and (2) the percentage of the outstanding stock of First Community that is actually and constructively owned by the DutchFork shareholder immediately after the deemed redemption. In applying the above tests, a DutchFork shareholder may, under the constructive ownership rules, be deemed to own stock that is owned by other persons or otherwise in addition to the stock actually owned by the DutchFork shareholder. Because these rules are complex, each

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DutchFork shareholder that may be subject to these rules should consult its tax advisor. The IRS has ruled that a minority shareholder in a publicly held corporation whose relative stock interest is minimal and who exercises no control with respect to corporate affairs is considered to have a "meaningful reduction" if that shareholder has a relatively minor reduction in its percentage stock ownership under the above analysis. The amount of the cash payment that may be treated as a dividend is limited to the shareholder's ratable share of the accumulated earnings and profits of DutchFork at the effective time of the merger. Any gain that is not treated as a dividend will be taxed as a capital gain, provided that the shareholder's shares were held as capital assets at the effective time of the merger.

        Cash in Lieu of Fractional Shares.    A DutchFork shareholder who holds DutchFork common stock as a capital asset and who receives in the merger, in exchange for such stock, solely First Community common stock and cash in lieu of a fractional share interest in First Community common stock, will be treated as having received such cash in full payment for such fractional share of stock and, notwithstanding the dividend rules discussed above, will recognize gain or loss based on the difference between the amount of cash received in lieu of the fractional share and the portion of the DutchFork shareholder's aggregate adjusted tax basis of the shares of DutchFork common stock surrendered allocable to the fractional share. Such gain or loss generally will be long-term capital gain or loss if the holding period for such shares of DutchFork common stock is more than one year.

Background of the Merger

        As part of DutchFork's continuing efforts to enhance both its community banking franchise and shareholder value, DutchFork's board of directors has periodically reviewed various strategic alternatives available to DutchFork, including continued independence (as an SEC-reporting, Nasdaq-listed public company and as a non-reporting, non-listed private company), the acquisition of other institutions, and a merger with or acquisition by another financial institution. The board of directors directed management to consult with outside financial advisers to assist with this review. As part of this process, DutchFork's legal counsel also reviewed with DutchFork's board of directors its fiduciary duties in the context of the various strategic alternatives.

        Similarly, the board of directors of First Community believes that its primary responsibility is to increase shareholder value. Since its organization, the board of directors of First Community has sought to achieve this goal through profitable operations and growth primarily through de novo branching. In September 2002, the board of directors of First Community approved a change in the company's growth strategy to include expansion through acquisitions. This change in strategy was preceded by two educational presentations to the board by different investment banking firms comparing expansion through de novo branching, expansion through acquisition, or a combination of strategies. The board of directors directed management, in consultation with legal counsel, to retain the services of an independent financial adviser to assist with this process. First Community retained The Orr Group as its independent financial adviser on January 2, 2004.

        J. Thomas Johnson, DutchFork's President and Chief Executive Officer, and his counterpart at First Community, Michael C. Crapps, have known each other professionally and personally for several years. First Community and DutchFork had engaged in a successful strategic transaction in February 2001 when Newberry Federal Savings Bank sold its branch banking office in Chapin, South Carolina, to First Community Bank, N.A. In light of this relationship, Mr. Crapps invited Mr. Johnson to lunch on June 21, 2003. At that meeting, Mr. Crapps broached the subject of a potential "merger of equals" between DutchFork and First Community. There was no discussion of proposed transaction terms. Mr. Johnson informed Mr. Crapps that DutchFork's board of directors was in the midst of its annual review of DutchFork's strategic business plan and that the board of directors had not specifically considered a "merger of equals" as an element of the strategic plan. Mr. Johnson told Mr. Crapps that, if warranted, he would follow up with him as the planning process evolved.

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        On August 28, 2003, DutchFork's board of directors held its annual strategic planning meeting. Legal counsel was present to review and discuss certain legal considerations in connection with the board's review of the strategic plan, including the board's fiduciary duties in the context of considering a potential merger or acquisition transaction. The board of directors considered and discussed DutchFork's prospects for franchise growth and shareholder value enhancement. The board of directors considered the limited growth prospects within DutchFork's primary market area and DutchFork's limited resources as a small community bank as significant hurdles to the prospects for growing the franchise and enhancing shareholder value as an independent entity. After considering these and other factors that the board of directors deemed relevant, the board of directors unanimously decided that it would be in the best interests of DutchFork and its shareholders to conduct a process to determine what, if any, level of interest other institutions might have in engaging in a potential merger or acquisition transaction with DutchFork. The board of directors directed management, in consultation with legal counsel, to retain the services of an independent financial adviser to assist with this process. DutchFork retained Sandler O'Neill & Partners, L.P. as its independent financial adviser on September 16, 2003.

        In early September 2003, representatives of Sandler O'Neill met with DutchFork's management to create a list of institutions that Sandler O'Neill identified as having a likelihood of interest in a potential business combination with DutchFork based on their relative size and geographic location, among other relevant factors. Management placed no limitations on Sandler O'Neill during this identification process. An initial group of nine institutions were identified, all of which were larger in asset size than DutchFork, and, therefore, excluded First Community. The institutions, headquartered in or with substantial operations in South Carolina, ranged in asset size from $400 million to $50 billion. Working with DutchFork's management, Sandler O'Neill assisted in preparing a Confidential Information Memorandum containing financial and operational information, both public and nonpublic, regarding DutchFork and outlining the procedures for the recipient to follow in submitting a written, nonbinding indication of interest, if any, for DutchFork's board of directors to consider.

        In mid-October 2003, Sandler O'Neill, on behalf of DutchFork, began a confidential inquiry and contacted 15 potential interested candidates, including the nine institutions identified initially. Seven of the 15 institutions executed confidentiality agreements and received copies of the Confidential Information Memorandum. While some of these candidates indicated interest in pursuing a potential business combination with DutchFork, only one candidate, a South Carolina bank holding company, indicated an interest in submitting a nonbinding indication of interest.

        By letter dated November 3, 2003, a senior management official of the South Carolina bank holding company informed representatives of Sandler O'Neill that they would like to conduct discussions with DutchFork's management regarding DutchFork's operations and other business matters before submitting a nonbinding indication of interest. These discussions occurred over the course of the following days.

        On November 19, 2003, the South Carolina bank holding company submitted its written nonbinding indication of interest. It proposed an all-cash transaction, with each outstanding share of DutchFork common stock eligible for exchange for $39.00 in cash. Upon receipt of the indication of interest, DutchFork management consulted with DutchFork's legal and financial advisers regarding its terms and conditions. Shortly thereafter, the South Carolina bank holding company informed DutchFork that the proposed per share merger consideration had been miscalculated because the South Carolina bank holding company understated the number of DutchFork's outstanding common shares used in the calculation. DutchFork did not seek or obtain a revised indication of interest and, by letter dated December 1, 2003, the South Carolina bank holding company formally withdrew the indication of interest.

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        On or about December 3, 2003, Mr. Crapps contacted Mr. Johnson to discuss the general prospects of a potential business combination between First Community and DutchFork. Mr. Johnson promptly communicated his conversation with Mr. Crapps to Sandler O'Neill, which then contacted The Orr Group regarding the procedures for obtaining a Confidential Information Memorandum. Around this same time period, representatives of a North Carolina bank holding company contacted Sandler O'Neill to indicate general interest in a potential business combination with DutchFork. This institution executed a confidentiality agreement and received a copy of the Confidential Information Memorandum, but it did not submit an indication of interest.

        On December 15, 2003, Messrs. Johnson and Crapps met again to discuss the merits of a strategic combination. At this meeting, Mr. Crapps was informed that DutchFork had engaged Sandler O'Neill as its financial adviser to pursue various strategic alternatives, including a possible sale or merger of DutchFork.

        On December 16, 2003, First Community executed a confidentiality agreement and received a copy of the Confidential Information Memorandum.

        On December 23, 2003, representatives of Sandler O'Neill met with Mr. Crapps, James C. Leventis, Chairman of the Board of First Community, and several other members of management to discuss First Community's level of interest in the proposed business combination. Representatives of The Orr Group were also present via teleconference.

        On December 31, 2003, Messrs. Johnson and Crapps met to discuss matters relating to the contents of the Confidential Information Memorandum and other matters that First Community deemed relevant in preparing its written, nonbinding indication of interest.

        On January 8, 2004, First Community's board of directors met to consider the proposed transaction with DutchFork. At the meeting, The Orr Group presented a detailed financial analysis of the merger. Following a lengthy review and discussion, the board of directors unanimously authorized management to pursue discussions with DutchFork.

        On January 12, 2004, First Community submitted its written nonbinding indication of interest. It proposed a cash and stock transaction, with each outstanding share of DutchFork common stock eligible for exchange for $40.00 in cash or a fixed exchange ratio of 1.778 shares of First Community common stock, for a blended value of approximately $40.00 per share based on First Community's closing stock price on January 11, 2004. The indication of interest also required that, if and once DutchFork determined to proceed on the basis of the indication of interest, DutchFork would engage in exclusive negotiations with First Community for a 45-day period subject to monetary damages should DutchFork breach the exclusivity provision. The indication of interest was also conditioned on First Community's due diligence investigation of DutchFork.

        On January 16, 2004, DutchFork's board of directors met to consider First Community's indication of interest. In connection with the meeting, management consulted with Sandler O'Neill and legal counsel regarding the terms and conditions of the indication of interest. Management informed the board of directors about these discussions at the meeting. Following a lengthy review and discussion, the board of directors unanimously determined not to pursue the indication to interest because, among other things, the proposed consideration was inadequate. The board of directors further determined to terminate the exploratory process undertaken to date in favor of devoting DutchFork's limited resources to pursuing its strategic plan as an independent entity. Promptly following the meeting, Mr. Johnson communicated to Mr. Crapps, and representatives of Sandler O'Neill communicated to representatives of The Orr Group, the board of directors' determination.

        On January 21, 2004, Mr. Crapps contacted Mr. Johnson to request a meeting. They met the same day and Mr. Crapps communicated First Community's continued interest in engaging in a potential transaction with DutchFork and he informally proposed to increase the proposed merger consideration.

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Mr. Johnson indicated to Mr. Crapps that he would communicate First Community's continued interest to DutchFork's board of directors but that the board of directors had determined to pursue its strategy of independence after full and careful consideration.

        On January 29, 2004, First Community submitted an unsolicited, revised nonbinding indication of interest proposing an increase in the merger consideration to $44.00 in cash or a fixed exchange ratio of 1.8334 shares of First Community common stock, for a blended value of approximately $43.18 per share based on First Community's closing stock price on that date. The other terms and conditions of the revised indication of interest were substantially similar to the initial January 12th indication of interest, including the exclusive negotiations provision and the due diligence condition.

        On January 30, 2004, DutchFork's board of directors met to consider the revised indication of interest. Mr. Johnson informed the board that he had consulted with DutchFork's legal counsel and financial adviser regarding the revised indication of interest and advised that they discussed and reviewed with him certain proposed modifications to its nonfinancial terms that, in their view, were advisable. Following a lengthy review and discussion, the board of directors unanimously authorized management, in consultation with DutchFork's legal counsel and financial adviser, to obtain from First Community a revised indication of interest containing such modifications. On February 4, 2004, First Community delivered to DutchFork a revised indication of interest incorporating such modifications.

        On February 5, 2004, DutchFork's board of directors met to consider the revised indication of interest. Legal counsel and representatives of Sandler O'Neill were present. Legal counsel reviewed the nonfinancial terms of the indication of interest with the board of directors. Representatives of Sandler O'Neill reviewed with the board of directors a financial analysis of the proposed transaction, including a projected pro forma earnings analysis, and the historical financial performance and stock prices of both DutchFork and First Community. Following a lengthy review and discussion of the revised indication of interest, the board of directors unanimously authorized management, in consultation with DutchFork's legal counsel and financial adviser, to enter into exclusive negotiations with First Community toward a definitive agreement, that would incorporate the terms of the revised indication of interest, for presentation to the board of directors for its consideration. On February 6, 2004, DutchFork and First Community executed an addendum to the December 16, 2003 confidentiality agreement to formalize the agreement to participate in exclusive negotiations.

        On February 11, 2004, First Community's legal counsel delivered a draft of a definitive merger agreement to DutchFork's legal counsel. Representatives of DutchFork and First Community negotiated the terms of the merger agreement and of the other related documents over the next several days.

        From February 11 to 16, 2004, representatives of First Community conducted due diligence on DutchFork.

        On February 23 and March 3, 2004, Messrs. Johnson and Crapps met to discuss the status of negotiations.

        On March 23, 2004, Messrs. Crapps and Johnson met to discuss the findings of First Community's due diligence investigation of DutchFork. Based on the due diligence findings, Mr. Crapps proposed a price adjustment from $44.00 in cash or a fixed exchange ratio of 1.8334 shares of First Community common stock to $42.75 in cash or a fixed exchange ratio of 1.78125 shares of First Community common stock, for an adjusted blended value of approximately $40.08 per share based on First Community's closing stock price on March 23, 2004.

        On March 23, 2004, DutchFork's board of directors held a special meeting to re-consider the proposed transaction in light of First Community's proposed price adjustment. Mr. Johnson informed the board of directors that he had consulted with DutchFork's legal counsel and financial adviser regarding the proposed adjustment in price. Mr. Johnson informed the board of directors of Sandler

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O'Neill's belief that despite the price adjustment and based upon the market and other relevant conditions in effect at the time, Sandler O'Neill would be able to render an opinion to the board with respect to the fairness of the proposed merger consideration to DutchFork's shareholders from a financial point of view absent any change that would preclude the issuance of such an opinion. Following a lengthy review and discussion, the board unanimously authorized management, in consultation with DutchFork's legal counsel and financial adviser, to continue to negotiate exclusively with First Community toward a definitive agreement based on the adjustment in price. Representatives of DutchFork and First Community conducted negotiations over the ensuing days.

        On March 26, 2004, representatives of DutchFork conducted due diligence on First Community.

        On April 4, 2004, Messrs. Johnson and Crapps met to discuss the status of negotiations.

        In the afternoon of April 12, 2004, DutchFork's and First Community's boards of directors each held special meetings to consider the definitive merger agreement and related documents that the parties had negotiated. Legal counsel and representatives of Sandler O'Neill were present at the DutchFork meeting and legal counsel and representatives of The Orr Group were present at the First Community meeting. First Community received an opinion from The Orr Group that as of April 12, 2004 the merger consideration to be paid by First Community to DutchFork shareholders was fair, from a financial point of view, to shareholders of First Community. DutchFork received an opinion from Sandler O'Neill & Partners, L.P. that as of April 12, 2004 the merger consideration was fair, from a financial point of view, to DutchFork's shareholders. The boards of directors of DutchFork and First Community each considered the opinion of their financial adviser carefully as well as the financial advisers' experience, qualifications, and interest in the proposed transaction. In addition, respective legal counsel for DutchFork and First Community reviewed in detail with the boards of directors the definitive merger agreement and all related documents, copies of which were delivered to each director before the date of the meeting. Following extensive review and discussion, the boards of directors of both DutchFork and First Community unanimously approved the merger agreement and authorized and directed management to execute and deliver the merger agreement and related documents.

        Before the opening of the Nasdaq Stock Market on April 13, 2004, and as required by the terms of the definitive merger agreement, DutchFork and First Community issued a joint press release announcing the adoption and execution of the agreement.

DutchFork's Reasons for the Merger

        DutchFork's board of directors has unanimously approved the merger agreement and unanimously recommends that DutchFork's shareholders vote "FOR" the approval of the merger agreement.

        DutchFork's board of directors has determined that the merger is fair to, and in the best interests of, DutchFork and its shareholders. In approving the merger agreement, DutchFork's board of directors consulted with DutchFork's financial adviser with respect to the financial aspects of the transaction and the fairness of the merger consideration to DutchFork shareholders from a financial point-of-view and with DutchFork's legal counsel as to the board of directors' fiduciary duties and the terms of the merger agreement. In arriving at its determination, the board of directors also considered a number of factors, including the following:

46


        The foregoing information and factors considered by DutchFork's board of directors is not exhaustive, but includes all material factors that DutchFork's board of directors considered and discussed in approving and recommending the merger. In view of the wide variety of factors considered and discussed by DutchFork's board of directors in connection with its evaluation of the merger and the complexity of these factors, the board of directors did not consider it practical to, nor did it attempt to, quantify, rank, or otherwise assign any specific or relative weights to the specific factors that it considered in reaching its decision; rather it considered all of the factors as a whole. The board of directors discussed the foregoing factors, including asking questions of DutchFork's management and legal and financial advisers, and reached a general consensus that the merger was in the best interests of DutchFork and its shareholders. In considering the foregoing factors, individual directors may have assigned different weights to different factors. DutchFork's board of directors relied on the experience and expertise of DutchFork's financial adviser for quantitative analysis of the financial terms of the merger. See "The Merger—Opinion of DutchFork's Financial Adviser" on page     . It should be noted that this explanation of the reasoning of DutchFork's board of directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under "A Warning About Forward-Looking Statements" on page     .

First Community's Reasons for the Merger

        First Community's board of directors believes that the merger is in the best interest of First Community and its shareholders because it presents an important opportunity for First Community to increase shareholder value through growth by acquiring a financial institution in a market that is

47



contiguous to existing markets served by First Community. It is a natural expansion into a county located in the Midlands of South Carolina.

        In reaching its decision to approve the merger agreement, First Community's board of directors consulted with management of First Community, as well as its financial and legal advisers, and considered the following factors:


        The foregoing information and factors considered by First Community's board of directors is not exhaustive, but includes all material factors that First Community's board of directors considered and discussed in approving and recommending the merger. In view of the wide variety of factors considered and discussed by First Community's board of directors in connection with its evaluation of the merger and the complexity of these factors, the board of directors did not consider it practical to, nor did it attempt to, quantify, rank, or otherwise assign any specific or relative weights to the specific factors that it considered in reaching its decision, rather it considered all of the factors as a whole. The board of directors discussed the foregoing factors, including asking questions of First Community's management and legal and financial advisers, and reached general consensus that the merger was in the best interests of First Community and its shareholders. In considering the foregoing factors, individual directors may have assigned different weights to different factors. First Community's board of directors relied on the experience and expertise of First Community's financial adviser for quantitative analysis of the financial terms of the merger. See "The Merger—Opinion of First Community's Financial Adviser" on page     . It should be noted that this explanation of the reasoning of First Community's board of directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under "A Warning About Forward-Looking Statements" on page     .

48


Opinion of First Community's Financial Adviser

        First Community retained The Orr Group to render a written opinion to the board of directors of First Community as to the fairness, from a financial point of view, of the consideration (the "Merger Consideration") to be paid by First Community to the shareholders of DutchFork as set forth in the Agreement and Plan of Merger (the "Merger Agreement") dated April 12, 2004 with DutchFork.

        The Orr Group is an investment banking firm that specializes in providing investment banking advisory services to financial institutions. The Orr Group has been involved in numerous bank related mergers and acquisitions. No limitations were imposed by First Community upon The Orr Group with respect to rendering its opinion.

        On April 12, 2004, The Orr Group rendered its oral opinion to the board of directors of First Community as to the fairness, from a financial point of view, of the Merger Consideration to be paid by First Community to the shareholders of DutchFork. The Orr Group subsequently confirmed its opinion in writing as of                        , 2004 which is attached as Appendix D hereto and should be read in its entirety with respect to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by The Orr Group in connection with its opinion. First Community's shareholders are urged to read the opinion in its entirety.

        The Orr Group's opinion to First Community's board of directors is directed only to the Merger Consideration as defined in the Merger Agreement dated April 12, 2004 as of this date and does not address the fairness, from a financial point of view, of any change in the Merger Consideration that may be agreed upon by First Community and DutchFork in the future. The Orr Group's opinion does not constitute a recommendation to any shareholder of First Community as to how such shareholder should vote at the First Community special meeting.

        In arriving at its opinion, The Orr Group, among other things:

49


        Within its review and analysis, The Orr Group assumed and relied upon the accuracy and completeness of all of the financial and other information provided to The Orr Group, or that was publicly available, and has not attempted independently to verify nor assumed responsibility for verifying any such information. With respect to the financial projections, The Orr Group assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of First Community or DutchFork, as the case may be, and The Orr Group expresses no opinion with respect to such forecasts or the assumptions on which they are based. The Orr Group has not made or obtained, or assumed any responsibility for making or obtaining, any independent evaluations or appraisals of any of the assets, including properties and facilities, or liabilities of First Community or DutchFork.

        The Orr Group employed a variety of analyses, of which some are briefly summarized below. The analyses outlined below do not represent a complete description of the analyses performed by The Orr Group. The Orr Group believes that it is necessary to consider all analyses as a whole and that relying on a select number of the analyses, without considering the whole, could create a misunderstanding of the opinion derived from them. In addition, The Orr Group may have deemed various assumptions more or less probable than other assumptions, so that the ranges of valuations resulting from any particular analysis should not be taken to be The Orr Group's view of the entire analysis as a whole.

Selected Companies Analysis

        The Orr Group compared the financial performance data of DutchFork with a peer group of twenty-two publicly traded thrifts that as of April 8, 2004 operated in the Southeast, had total assets of less than $550 million and greater than $100 million. The peer group included the following:

Peer Group List (22 institutions)

Southern Banc Company   SRNN   South Street Financial   SSFC
BUCS Financial Corp   BUCS   American Bank Holdings   ABKD
United Tennessee Bkshs   UTBI   HCB Bancshares   HCBB
SouthFirst Bancshares   SZB   Community Financial Corp   CFFC
Frankfort First Bancorp   FKKY   Jefferson Bancshares   JFBI
Coddle Creek Financial   CDLC   Advance Financial Bancorp   AFBC
CKF Bancorp   CKFB   Washington Savings Bank   WSB
Great Pee Dee Bancorp   PEDE   Federal Trust Corp   FDT
First Community Bank Corp   FCFL   Citizens South Banking Corp   CSBC
Harrodsburg First Fncl   HFFB   Security Federal Corp   SFDL
KS Bancorp   KSAV   Greater Atlantic Financial   GAFC

        The results of the analysis involve complex considerations of the selected companies and DutchFork. The Orr Group compared performance indicators of DutchFork with the median, upper, and lower quartile performance indicators of the selected peer group. The performance indicators

50



utilized by The Orr Group based on financial information reported as of December 31, 2003. An overview comparison of the indicators included the following:

 
   
  Peer Data
 
  DFBS
Data

  Upper Quart
  Median
  Lower Quart
Profitability                        
  MRQ Data (%)                        
  ROAA     1.2     1.0     0.7     0.4
  ROAE     9.0     10.9     5.4     3.8
  NIM     3.5     3.7     3.4     2.8
 
LTM Data (%)

 

 

 

 

 

 

 

 

 

 

 

 
  ROAA     1.6     0.9     0.7     0.5
  ROAE     11.9     11.1     5.9     4.2
  NIM     3.3     3.9     3.1     2.8

Trading Data

 

 

 

 

 

 

 

 

 

 

 

 
  P/E (MRQ)     14.3     30.2     22.3     14.2
  P/E (LTM)     11.8     31.3     20.4     14.6
 
P/E (Core—MRQ)

 

 

15.2

 

 

31.1

 

 

22.5

 

 

14.1
  P/E (Core—LTM)     28.3     29.7     21.5     14.8
 
P/TB

 

 

135.8

 

 

163.9

 

 

135.6

 

 

114.8

Balance Sheet Data

 

 

 

 

 

 

 

 

 

 

 

 
  Assets ($000s)   $ 225,585   $ 322,130   $ 220,154   $ 142,258
  Deposits ($000s)   $ 142,585   $ 261,647   $ 142,251   $ 110,530
 
Loans/Deposits

 

 

40.3

 

 

105.8

 

 

92.6

 

 

82.3
  Loans/Assets     25.5     82.6     67.4     59.4
  Deposits/Assets     63.2     67.6     71.2     80.7
  TCE Ratio     14.4     8.2     11.0     14.1

Capital Adequacy

 

 

 

 

 

 

 

 

 

 

 

 
  Reserves/Loans     0.7     1.2     0.8     0.6
  NPAs/Assets     0.5     0.2     0.5     0.9
  NCOs/Loans     0.2     0.2     0.1     0.0

Comparable Transaction Analysis

        The Orr Group reviewed data of selected transactions involving pending and completed thrift acquisitions that it deemed pertinent to an analysis of the Merger. The transactions selected were mergers that were announced after December 31, 2001 through April 6, 2004 and where the selling thrift had assets between $75 million and $500 million and return on average assets ("ROAA") greater than or equal to 0.50% and less than or equal to 2.0%. From these transactions, The Orr Group selected four groups for comparison purposes:

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        The Orr Group compared the median, upper quartile, and lower quartile pricing ratios of the comparable transactions to the pricing ratios of the Merger. The pricing ratios included price to book, price to tangible book, price to earnings per share for the latest twelve months, price to assets, price to deposits, and the franchise premium to core deposit ratio. A summary of the analysis is included in the following table:

Results:

  Price to
Book

  Price to
Tang Book

  Price to
LTM EPS

  Price to
Assets

  Price to
Deposits

  Fran Prem /
Core Dep

FCCO—DFBS   149.0   149.0   12.9   22.2   35.1   15.9
 
All Comparables

 

 

 

 

 

 

 

 

 

 

 

 
    Median   159.6   160.1   18.8   17.3   25.3   11.0
    Upper Quart   168.3   177.2   21.8   25.7   33.0   18.6
    Lower Quart   147.7   147.7   13.4   13.4   16.7   8.6
 
ROAA Comparables

 

 

 

 

 

 

 

 

 

 

 

 
    Median   159.1   161.9   19.0   18.3   25.9   12.5
    Upper Quart   169.6   172.2   21.8   25.7   31.2   18.8
    Lower Quart   145.5   145.5   15.1   16.3   20.7   9.3
 
TCE Comparables

 

 

 

 

 

 

 

 

 

 

 

 
    Median   158.8   160.6   20.5   26.7   37.7   18.4
    Upper Quart   198.4   211.6   23.0   32.7   46.4   31.5
    Lower Quart   152.1   152.1   15.2   20.5   28.5   10.9
 
Regional Comparables

 

 

 

 

 

 

 

 

 

 

 

 
    Median   164.2   164.2   16.5   19.7   28.7   18.1
    Upper Quart   178.4   178.4   19.1   24.5   35.0   18.6
    Lower Quart   161.9   161.9   15.7   15.4   22.8   13.5

Discount Dividend Analysis

        The Orr Group performed a discount dividend analysis to estimate a range of present values per share of DutchFork's common stock as a stand-alone entity including appropriate synergies that would be implemented by First Community. The Orr Group discounted five years of estimated cash flows for DutchFork based on projected growth rates and capital requirements. The Orr Group derived a range of terminal values by applying multiples ranging from 10 times to 12 times estimated forward net income for the terminal year 2008. The present value of the estimated excess cash flows and terminal value was calculated using discount rates ranging from 10% to 14%. The analysis yielded a range of stand-alone, fully diluted values for First Community's stock of approximately $34.30 to $43.15. The Orr Group included the discount dividend analysis because it is a widely used valuation methodology; however the results of such methodology are highly dependent upon numerous assumptions.

Contribution Analysis

        In its contribution analysis, The Orr Group compared the pro forma financial contribution of First Community to the combined company to the pro forma ownership of First Community shareholders in the combined company's shareholder base. The contribution analysis did not take into account any merger adjustments or cost savings as a result of the merger. The contribution analysis revealed that

52



First Community would contribute 48.8%, 36.7%, and 48.3% of the assets, equity, and estimated 2004 net income, respectively. This was compared to the pro forma ownership for First Community shareholders of 56.6% in the combined company.

Pro Forma Merger Analysis

        The Orr Group analyzed the financial impact of the merger on the estimated earnings per share for DutchFork. Based on the various assumptions made to determine the pro forma numbers and the consideration paid by First Community, the merger would be accretive to First Community's GAAP and cash earnings per share in 2004 and 2005.

        No company or transaction used in the above analyses as a comparison is identical to First Community, DutchFork, or the Merger. Accordingly, an analysis of the results of the foregoing involves complex considerations and judgments concerning differences in financial growth and operating characteristics of the companies and other factors that could affect the public trading value of the companies to which they are being compared. Mathematical analysis in and of itself does not necessarily provide meaningful comparisons.

        The Orr Group will be paid a fee in connection with the proposed Merger. The payment of a portion of that fee is contingent upon consummation of the Merger. Further, First Community has agreed to reimburse legal and other reasonable expenses and to indemnify The Orr Group and its affiliates, directors, agents, employees and controlling persons in connection with certain matters related to rendering its opinion, including liabilities under securities laws.

        THE WRITTEN OPINION OF THE ORR GROUP TO FIRST COMMUNITY IS ATTACHED AS APPENDIX D TO THIS JOINT PROXY STATEMENT/PROSPECTUS AND IS INCORPORATED HEREIN BY REFERENCE. THE DESCRIPTION OF THE FIRST COMMUNITY FAIRNESS OPINION IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO APPENDIX D. FIRST COMMUNITY SHAREHOLDERS ARE URGED TO READ THE OPINION IN ITS ENTIRETY FOR A DESCRIPTION OF THE PROCEDURES FOLLOWED, ASSUMPTIONS MADE, MATTERS CONSIDERED, AND QUALIFICATIONS AND LIMITATIONS ON THE REVIEW UNDERTAKEN BY THE ORR GROUP IN CONNECTION WITH RENDERING ITS OPINION.

Opinion of DutchFork's Financial Adviser

        By letter dated September 16, 2003, DutchFork retained Sandler O'Neill as its independent financial adviser in connection with a possible business combination with another financial institution. Sandler O'Neill is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Sandler O'Neill is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

        Sandler O'Neill acted as DutchFork's financial adviser in connection with the proposed merger and participated in certain of the negotiations leading to the merger agreement. At the April 12, 2004 meeting at which DutchFork's board considered and approved the merger agreement, Sandler O'Neill delivered to the board its oral opinion, subsequently confirmed in writing, that, as of such date, the merger consideration was fair to DutchFork from a financial point of view. Sandler O'Neill has confirmed its April 12th opinion by delivering to the board a written opinion dated the date of this joint proxy statement/prospectus. In rendering its updated opinion, Sandler O'Neill confirmed the appropriateness of its reliance on the analyses used to render its earlier opinion by reviewing the assumptions upon which its analyses were based, performing procedures to update certain of its analyses, and reviewing the other factors considered in rendering its opinion. The full text of Sandler O'Neill's updated opinion is attached as Appendix E to this joint proxy statement/prospectus. The

53



opinion outlines the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Sandler O'Neill in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the opinion. We urge you to read the entire opinion carefully in connection with your consideration of the proposed merger.

        Sandler O'Neill's opinion speaks only as of the date of the opinion. The opinion was directed to the DutchFork board and is directed only to the fairness of the merger consideration to DutchFork from a financial point of view. It does not address the underlying business decision of DutchFork to engage in the merger or any other aspect of the merger and is not a recommendation to any DutchFork shareholder as to how such shareholder should vote at the special meeting with respect to the merger, the form of consideration a shareholder should elect in the merger or any other matter.

        In connection with rendering its April 12, 2004 opinion, Sandler O'Neill reviewed and considered, among other things:

Sandler O'Neill also discussed the business, financial condition, results of operations, and prospects of DutchFork with certain members of DutchFork's senior management and held similar discussions with certain members of First Community's senior management regarding the business, financial condition, results of operations, and prospects of First Community.

        In performing its reviews and analyses and in rendering its opinion, Sandler O'Neill assumed and relied upon the accuracy and completeness of all the financial information, analyses, and other information that was publicly available or otherwise furnished to, reviewed by, or discussed with it and further relied on the assurances of DutchFork's and First Community's managements that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. Sandler O'Neill was not asked to and did not independently verify the accuracy or completeness of any of such information and they did not assume any responsibility or liability for the accuracy or

54



completeness of any of such information. Sandler O'Neill did not make an independent evaluation or appraisal of the assets, the collateral securing assets, or the liabilities (contingent or otherwise) of DutchFork or First Community or any of their subsidiaries, or the collectibility of any such assets, nor was it furnished with any such evaluations or appraisals. Sandler O'Neill did not make an independent evaluation of the adequacy of the allowance for loan losses of DutchFork or First Community, nor did it review any individual credit files relating to DutchFork or First Community. Sandler O'Neill has assumed, with DutchFork's consent, that the respective allowances for loan losses for both DutchFork and First Community were adequate to cover such losses and would be adequate on a combined basis for the combined entity.

        Sandler O'Neill's opinion was necessarily based upon market, economic, and other conditions as they existed on, and could be evaluated as of, the date of its opinion. Sandler O'Neill assumed, in all respects material to its analyses, that all of the representations and warranties contained in the merger agreement and all related agreements were true and correct, that each party to such agreements would perform all of the covenants required to be performed by such party under such agreements and that the conditions precedent in the merger agreement were not waived. Sandler O'Neill also assumed, with DutchFork's consent, that there had been no material change in DutchFork's and First Community's assets, financial condition, results of operations, business, or prospects since the date of the last financial statements made available to them, that DutchFork and First Community would remain as going concerns for all periods relevant to its analyses, and that the merger would qualify as a tax-free reorganization for federal income tax purposes. With DutchFork's consent, Sandler O'Neill also relied upon the advice DutchFork received from its legal, accounting, and tax advisors as to all legal, accounting, and tax matters relating to the merger and the other transactions contemplated by the merger agreement.

        In rendering its April 12, 2004 opinion, Sandler O'Neill performed a variety of financial analyses. The following is a summary of the material analyses performed by Sandler O'Neill, but is not a complete description of all the analyses underlying Sandler O'Neill's opinion. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Sandler O'Neill believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Sandler O'Neill's comparative analyses described below is identical to DutchFork or First Community and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or merger transaction values, as the case may be, of DutchFork or First Community and the companies to which they are being compared.

        The earnings projections for DutchFork and First Community used and relied upon by Sandler O'Neill in its analyses were based upon internal financial projections provided by each company. With respect to such financial projections and all projections of transaction costs, purchase accounting adjustments, and expected cost savings relating to the merger, DutchFork's and First Community's managements confirmed to Sandler O'Neill that they reflected the best currently available estimates and judgments of the future financial performance of DutchFork and First Community, respectively, and Sandler O'Neill assumed for purposes of its analyses that such performances would be achieved. Sandler O'Neill expressed no opinion as to such financial projections or the assumptions on which they

55



were based. The financial projections for DutchFork and First Community were prepared for internal purposes only and not with a view towards public disclosure. These projections, as well as the other estimates used by Sandler O'Neill in its analyses, were based on numerous variables and assumptions which are inherently uncertain and, accordingly, actual results could vary materially from those set forth in such projections.

        In performing its analyses, Sandler O'Neill also made numerous assumptions with respect to industry performance, business and economic conditions, and various other matters, many of which cannot be predicted and are beyond the control of DutchFork, First Community, and Sandler O'Neill. The analyses performed by Sandler O'Neill are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by such analyses. Sandler O'Neill prepared its analyses solely for purposes of rendering its opinion and provided such analyses to the DutchFork board at the April 12th meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Sandler O'Neill's analyses do not necessarily reflect the value of DutchFork's common stock or First Community's common stock or the prices at which DutchFork's or First Community's common stock may be sold at any time.

        Summary of Proposal.    Sandler O'Neill reviewed the financial terms of the proposed transaction. Based upon the closing price of First Community's common stock on April 8, 2004 of $24.00 and assuming 60% of DutchFork's shares are converted into First Community common stock at an exchange ratio of 1.78125 and the remaining shares are converted into $42.75 per share in cash in the merger, Sandler O'Neill calculated an implied transaction value of $42.75 per share. Based upon DutchFork's December 31, 2003 financial information, Sandler O'Neill calculated the following ratios:

Transaction Ratios

Transaction value / LTM Earnings per share(1)   21.28 x
Transaction value / 2004 EPS (Mgmt.)   18.51 x
Transaction value / Stated book value per share   148.90 %
Transaction value / Tangible book value per share   148.90 %
Tangible book premium / Core deposits(2)   15.26 %

(1)
Assumes DutchFork net income of $2.2 million, which excludes the impact of a $1.3 million after-tax gain on sale of securities.

(2)
Assumes DutchFork's total core deposits are $115 million as of December 31, 2003 (all deposits other than jumbo certificates of deposit).

        For purposes of Sandler O'Neill's analyses, earnings per share were based on fully diluted shares. Based on First Community's stock price as of April 8, 2004, the aggregate transaction value was approximately $50.0 million, based upon 1.1 million shares of DutchFork common stock outstanding plus the value of outstanding options to purchase 101,437 DutchFork shares, calculated using the implied per share transaction value less the weighted average exercise price of the option of $16.44. Sandler O'Neill noted that the transaction value represented a 9.62% premium to the April 8, 2004 closing price of DutchFork's common stock.

        Stock Trading History.    Sandler O'Neill reviewed the history of the reported trading prices and volume of DutchFork's and First Community's common stock and the relationship between the movements in the prices of DutchFork's and First Community's common stock to movements in certain stock indices, including the Standard & Poor's 500 Index, the Standard & Poor's Bank Index, the Nasdaq Bank Index, and the weighted average performance (based upon market capitalization) of peer

56



groups of publicly-traded savings institutions for DutchFork and First Community, respectively, selected by Sandler O'Neill. The composition of the peer groups is discussed under "Comparable Company Analysis" below. During the one year period ended April 8, 2004, DutchFork's common stock outperformed the Standard & Poor's 500 Index and the Standard & Poor's Bank Index but underperformed its Peer Group and the Nasdaq Bank Index. During that same period, First Community's common stock outperformed its Peer Group and each of the indices to which it was compared.

DutchFork's and First Community's One-Year Stock Performance

 
  Beginning Index Value
April 7, 2003

  Ending Index Value
April 8, 2004

 
DutchFork   100.00 % 129.93 %
DutchFork Peer Group   100.00   156.99  
Nasdaq Bank Index   100.00   133.51  
S&P 500 Index   100.00   129.62  
S&P Bank Index   100.00   128.98  

 
  Beginning Index Value
April 7, 2003

  Ending Index Value
April 8, 2004

 
First Community   100.00 % 145.21 %
First Community Peer Group   100.00   136.46  
Nasdaq Bank Index   100.00   133.51  
S&P 500 Index   100.00   129.62  
S&P Bank Index   100.00   128.98  

        Comparable Company Analysis.    Sandler O'Neill used publicly available information to compare selected financial and market trading information for DutchFork and First Community and a peer group for each institution selected by Sandler O'Neill. The peer group for DutchFork consisted of the following publicly traded savings institutions that had total assets of between $139 million and $528 million and are located in the Southeast region of the United States:

Citizens South Banking Corporation   Great Pee Dee Bancorp, Inc.
Coddle Creek Financial Corp.   KS Bancorp, Inc.
Community Financial Corporation   Security Federal Corporation
Federal Trust Corporation   South Street Financial Corp.
First Community Bank Corporation    

        The analysis compared publicly available financial information for DutchFork and the median data for the Peer Group as of or for the period ended December 31, 2003. The table below sets forth the

57



comparative data as of or for the period ended December 31, 2003 with pricing data as of April 8, 2004.

 
  DutchFork
  Peer
Group(1)

 
Total assets (in millions)   $ 225.6   $ 220.2  
Tangible equity/Tangible assets     14.36 %   10.98 %
Intangible assets/Total equity     0.00 %   0.00 %
Net loans/Total assets     25.31 %   74.84 %
Gross loans/Total deposits     40.31 %   104.05 %
Total borrowings/Total assets     22.00 %   12.64 %
NPAs/Assets     0.47 %   0.65 %
LLR/Gross loans     0.65 %   0.89 %
Net interest margin     3.32 %   3.62 %
Noninterest income/Average assets     0.43 %   0.63 %
Noninterest expense/Average assets     3.09 %   2.66 %
Efficiency Ratio     89.40 %   66.59 %
LTM Return on average assets     1.58 %   0.75 %
LTM Return on average equity     11.87 %   7.74 %
Price/Book value per share     135.82 %   135.32 %
Price/Tangible book value per share     135.82 %   144.29 %
Price/LTM earnings per share     11.78 x   19.38 x
Price/LTM core earnings per share     28.26 x   21.03 x
Dividend payout ratio     0.00 %   53.78 %
Dividend Yield     0.00 %   1.80 %

(1)
Data for one company in the Peer Group was as of or for the period ended September 30, 2003.

        Sandler O'Neill also used publicly available information to compare selected financial and market trading information for First Community and the following publicly traded savings institutions that had total assets of between $109 million and $372 million and are located in the Southeast region of the United States:

Bank of South Carolina Corp.   Greenville First Bancshares, Inc.
Beach First National Bancshares, Inc.   MidCarolina Financial Corporation
BNC Bancorp   People's Community Capital Corporation
Crescent Financial Corporation   Southcoast Financial Corporation
First National Bancshares, Inc.   Summit Financial Corporation
Four Oaks Fincorp, Inc.   United Financial, Inc.
Grandsouth Bancorporation   Waccamaw Bankshares, Inc.

        The analysis compared publicly available financial information for First Community and the median data for the peer group as of or for the period ended December 31, 2003. The table below sets

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forth the comparative data as of or for the period ended December 31, 2003 with pricing data as of April 8, 2004.

 
  First Community
  Peer
Group(1)

 
Total assets (in millions)   $ 215.0   $ 202.9  
Tangible equity/Tangible assets     8.75 %   8.06 %
Intangible assets/Total equity     3.92 %   0.00 %
Net loans/Total assets     55.48 %   78.38 %
Gross loans/Total deposits     65.32 %   98.67 %
Total borrowings/Total assets     4.23 %   9.23 %
NPAs/Assets     0.04 %   0.25 %
LLR/Gross loans     1.41 %   1.40 %
Net interest margin     4.02 %   3.73 %
Noninterest income/Average assets     0.70 %   0.83 %
Noninterest expense/Average assets     3.01 %   2.82 %
Efficiency Ratio     67.77 %   65.05 %
LTM Return on average assets     0.88 %   0.83 %
LTM Return on average equity     9.48 %   9.32 %
Price/Book value per share     196.55 %   205.64 %
Price/Tangible book value per share     204.56 %   217.93 %
Price/LTM earnings per share     22.22 x   23.07 x
Price/LTM core earnings per share     22.22 x   24.38 x
Dividend payout ratio     17.59 %   0.00 %
Dividend Yield     0.79 %   0.00 %

        Analysis of Selected Merger Transactions.    Sandler O'Neill reviewed all merger transactions announced nationwide from January 1, 2003 to April 8, 2004 involving savings institutions as acquired institutions with transaction values greater than $15 million announced. Sandler O'Neill also reviewed 7 transactions announced in the Southeast region of the United States. Sandler O'Neill reviewed the multiples of transaction price at announcement to last twelve months' earnings per share, transaction price to estimated current year earnings per share, transaction price to book value per share, transaction price to tangible book value per share, tangible book premium to core deposits, and premium to market price and computed high, low, mean, and median multiples and premiums for both groups of transactions. These multiples were applied to DutchFork's financial information as of and for the year ended December 31, 2003. As illustrated in the following table, Sandler O'Neill derived an imputed range of values per share of DutchFork's common stock of $39.87 to $57.87 based upon the median multiples for nationwide savings institution transactions and $42.46 to $51.41 based upon the

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median multiples for regional savings institution transactions. The implied transaction value of the merger was calculated by Sandler O'Neill was $42.75 per share.

 
  Southeast
  Nationwide
 
  Median
Multiple

  Implied
Value

  Median
Multiple

  Implied
Value

Transaction price/LTM EPS(1)   22.7 x $ 45.67   19.9 x $ 39.87
Transaction price/Estimated 2004 EPS(2)   18.4 x $ 42.46   17.8 x $ 41.07
Transaction price/Book value(3)   145.6 % $ 42.58   183.8 % $ 53.76
Transaction price/Tangible book value(3)   175.8 % $ 51.41   197.9 % $ 57.87
Tangible book premium/Core deposits(4)   14.1 % $ 43.90   17.6 % $ 47.61
Premium to market(5)   13.7 % $ 44.32   21.0 % $ 47.18

(1)
Assumes DutchFork net income of $2.2 million, which excludes the impact of a $1.3 million after-tax gain on sale of securities; based upon 1.071 million average diluted shares outstanding as of December 31, 2003.

(2)
Based upon 1.094 million projected average diluted shares outstanding as of December 31, 2004.

(3)
Based upon 1.107 million common shares outstanding as of December 31, 2003.

(4)
Assumes core deposits of $115 million (all deposits other than jumbo certificates of deposit).

(5)
Based upon DutchFork's April 8, 2004 closing price of $39.00.

        Discounted Dividend Stream and Terminal Value Analysis.    Sandler O'Neill performed an analysis that estimated the future stream of after-tax dividend flows of DutchFork through December 31, 2007 under various circumstances, assuming DutchFork's projected dividend stream and that DutchFork performed in accordance with the earnings projections reviewed with management. For periods after 2004, Sandler O'Neill assumed a 1% growth in earning assets. To approximate the terminal value of DutchFork common stock at December 31, 2007, Sandler O'Neill applied price/earnings multiples ranging from 10.0x to 20.0x and multiples of tangible book value ranging from 100% to 200%. The dividend income streams and terminal values were then discounted to present values using different discount rates ranging from 9% to 15% chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of DutchFork common stock. As illustrated in the following tables, this analysis indicated an imputed range of values per share of DutchFork common stock of $13.34 to $32.62 when applying multiples of earnings per share and $22.51 to $55.03 when applying multiples of tangible book value.

Earnings Per Share Multiples

Discount Rate

  10x
  12x
  14x
  16x
  18x
  20x
  9.0%   $ 16.31   $ 19.57   $ 22.84   $ 26.10   $ 29.36   $ 32.62
10.0%     15.76     18.92     22.07     25.22     28.37     31.53
11.0%     15.24     18.28     21.33     24.38     27.43     30.47
12.0%     14.73     17.68     20.63     23.57     26.52     29.47
13.0%     14.25     17.10     19.95     22.80     25.65     28.50
14.0%     13.79     16.54     19.30     22.06     24.82     27.57
15.0%     13.34     16.01     18.68     21.35     24.02     26.69

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Tangible Book Value Multiples

Discount Rate

  100%
  120%
  140%
  160%
  180%
  200%
  9.0%   $ 27.51   $ 33.02   $ 38.52   $ 44.02   $ 49.53   $ 55.03
10.0%     26.59     31.91     37.22     42.54     47.86     53.18
11.0%     25.70     30.84     35.98     41.12     46.26     51.40
12.0%     24.85     29.82     34.79     39.76     44.73     49.70
13.0%     24.04     28.84     33.65     38.46     43.26     48.07
14.0%     23.25     27.91     32.56     37.21     41.86     46.51
15.0%     22.51     27.01     31.51     36.01     40.51     45.01

        Sandler O'Neill performed a similar analysis that estimated the future stream of after-tax dividend flows of First Community through December 31, 2007 under various circumstances, assuming First Community's projected dividend stream and that First Community performed in accordance with the earnings projections reviewed with management. For periods after 2004, Sandler O'Neill assumed an annual growth rate of earnings of approximately 7.5%. To approximate the terminal value of First Community common stock at December 31, 2007, Sandler O'Neill applied price/earnings multiples ranging from 14x to 24x and multiples of tangible book value ranging from 150% to 250%. The dividend income streams and terminal values were then discounted to present values using different discount rates ranging from 9% to 15% chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of First Community common stock. As illustrated in the following tables, this analysis indicated an imputed range of values per share of First Community common stock of $14.82 to $30.42 when applying multiples of earnings per share and $15.79 to $31.53 when applying multiples of tangible book value.

Earnings Per Share Multiples

Discount Rate

  14x
  16x
  18x
  20x
  22x
  24x
  9.0%   $ 18.06   $ 20.53   $ 23.00   $ 25.47   $ 27.95   $ 30.42
10.0%     17.46     19.85     22.24     24.62     27.01     29.40
11.0%     16.88     19.19     21.50     23.81     26.12     28.43
12.0%     16.33     18.57     20.80     23.03     25.27     27.50
13.0%     15.81     17.97     20.13     22.29     24.45     26.60
14.0%     15.30     17.39     19.48     21.57     23.66     25.75
15.0%     14.82     16.84     18.86     20.88     22.90     24.93

Tangible Book Value Multiples

Discount Rate

  150%
  170%
  190%
  210%
  230%
  250%
  9.0%   $ 19.24   $ 21.70   $ 24.16   $ 26.62   $ 29.07   $ 31.53
10.0%     18.60     20.98     23.35     25.73     28.10     30.48
11.0%     17.99     20.29     22.58     24.88     27.18     29.47
12.0%     17.40     19.62     21.84     24.07     26.29     28.51
13.0%     16.84     18.99     21.14     23.29     25.43     27.58
14.0%     16.30     18.38     20.46     22.54     24.61     26.69
15.0%     15.79     17.80     19.81     21.82     23.83     25.84

        In connection with its analyses, Sandler O'Neill considered and discussed with the DutchFork board how the present value analyses would be affected by changes in the underlying assumptions, including variations with respect to net income. Sandler O'Neill noted that the discounted dividend

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stream and terminal value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

        Pro Forma Merger Analysis.    Sandler O'Neill analyzed certain potential pro forma effects of the merger, assuming the following: (1) the merger closes in the fourth quarter of 2004, (2) 40% of the DutchFork shares are exchanged for cash at a value of $42.75 per share, (3) 60% of the DutchFork shares are exchanged for First Community common stock at an exchange ratio of 1.78125, (4) DutchFork's stock options are converted into options of First Community, adjusted to take the exchange ratio into effect, and (5) purchase accounting adjustments, charges, and transaction costs associated with the merger and cost savings determined by the senior managements of DutchFork and First Community. The analysis indicated that, for the year ending December 31, 2005, the merger would be accretive to First Community's projected earnings per share and at December 31, 2004 (the assumed closing date for the merger) the merger would be dilutive to First Community's tangible book value per share. The actual results achieved by the combined company may vary from projected results and the variations may be material.

        DutchFork has agreed to pay Sandler O'Neill a transaction fee in connection with the merger of an amount equal to 0.80% of the Aggregate Purchase Price, or approximately $            , based upon the closing price of First Community's common stock on May     , a substantial portion of which is due and contingent upon the closing of the merger. DutchFork has also paid Sandler O'Neill a fee of $100,000 for rendering its opinion, which will be credited against that portion of the transaction fee due upon closing of the merger. DutchFork has also agreed to reimburse certain of Sandler O'Neill's reasonable out-of-pocket expenses incurred in connection with its engagement and to indemnify Sandler O'Neill and its affiliates and their respective partners, directors, officers, employees, agents, and controlling persons against certain expenses and liabilities, including liabilities under securities laws.

        In the ordinary course of its business as a broker-dealer, Sandler O'Neill may purchase securities from and sell securities to DutchFork and First Community and their respective affiliates and may actively trade the debt and/or equity securities of DutchFork and First Community and their respective affiliates for its own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities.

Rights of Dissenting First Community Shareholders Under South Carolina Law

        Chapter 13 of the South Carolina Business Corporation Act sets forth the rights of the shareholders of First Community who object to the merger. The following summarizes the material terms of the statutory procedures to be followed by a shareholder in order to dissent from the merger and perfect dissenters' rights under the South Carolina Business Corporation Act. A copy of Chapter 13 of the South Carolina Business Corporation Act is attached as Appendix B to this joint proxy statement/prospectus.

        If you elect to exercise such a right to dissent and demand appraisal, you must satisfy each of the following conditions:

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        If the requirements of (a) and (b) above are not satisfied and the merger becomes effective, you will not be entitled to payment for your shares under the provisions of Chapter 13 of the South Carolina Business Corporation Act.

        If you are a dissenting First Community shareholder, any notices should be addressed to First Community Corporation, 5455 Sunset Blvd., Lexington, South Carolina 29072, Attention: Joseph G. Sawyer. The notice must be executed by the holder of record of the shares of First Community common stock as to which dissenters' rights are to be exercised. A beneficial owner may assert dissenters' rights only if he dissents with respect to all shares of First Community common stock of which he is the beneficial owner. With respect to shares of First Community common stock which are owned of record by a voting trust or by a nominee, the beneficial owner of such shares may exercise dissenters' rights if such beneficial holder also submits to First Community the name and address of the record shareholder of the shares, if known to him. A record owner, such as a broker, who holds shares of First Community common stock as a nominee for others may exercise dissenters' rights with respect to the shares held for all or less than all beneficial owners of shares as to which such person is the record owner, provided such record owner dissents with respect to all First Community common stock beneficially owned by any one person. In such case, the notice submitted by the broker as record owner must set forth the name and address of the shareholder who is objecting to the merger and demanding payment for such person's shares.

        If you properly dissent and the merger is approved, First Community must mail by registered or certified mail, return receipt requested, a written dissenters' notice to you. This notice must be sent no later than 10 days after the shareholder approval of the merger. The dissenters' notice will state where your payment demand must be sent, and where and when certificates for shares of First Community common stock must be deposited; supply a form for demanding payment; set a date by which First Community must receive your payment demand (not fewer than 30 days nor more than 60 days after the dissenters' notice is mailed and which must not be earlier than 20 days after the demand date); and include a copy of Chapter 13 of the South Carolina Business Corporation Act.

        If you receive a dissenters' notice, you must demand payment and deposit your share certificates in accordance with the terms of the dissenters' notice. If you demand payment and deposit your share certificates, you retain all other rights of a shareholder until these rights are canceled or modified by the merger. If you do not demand payment or deposit your share certificates where required, each by the date set in the dissenters' notice, you are not entitled to payment for your shares under the South Carolina Business Corporation Act.

        Within 30 days after receipt of your demand for payment, First Community required to pay you the amount it estimates to be the fair value of your shares, plus interest accrued from the effective date of the merger to the date of payment. The payment must be accompanied by:

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        If the merger is not consummated within 60 days after the date set for demanding payment and depositing share certificates, First Community must return your deposited certificates. If after returning your deposited certificates the merger is consummated, First Community must send you a new dissenters' notice and repeat the payment demand procedure.

        Demand for Payment.    You may, however, notify First Community in writing of your own estimate of the fair value of your shares and amount of interest due, and demand payment of the excess of your estimate of the fair value of your shares over the amount previously paid by First Community if:

        You waive the right to demand payment unless you notify First Community of your demand in writing within 30 days of First Community's payment of its estimate of fair value (with respect to clause (a) above) or First Community's failure to perform (with respect to clauses (b) and (c) above). If you fail to notify First Community of your demand within such 30-day period, you shall be deemed to have withdrawn your shareholder's dissent and demand for payment.

        Appraisal Proceeding.    If your demand for payment remains unsettled, First Community must commence a proceeding within 60 days after receiving the demand for additional payment by filing a complaint with the South Carolina Court of Common Pleas in Lexington County to determine the fair value of the shares and accrued interest. If First Community does not commence the proceeding within such 60 day period, First Community shall pay you the amount you demanded.

        The court in such an appraisal proceeding will determine all costs of the proceeding and assess the costs as it finds equitable. The proceeding is to be tried as in other civil actions; however, you will not have the right to a trial by jury. The court may also assess the fees and expenses of counsel and expenses for the respective parties, in the amounts the court finds equitable: (a) against First Community if the court finds that it did not comply with the statute; or (b) against First Community or you, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith. If the court finds that the services of counsel for you were of substantial benefit to other dissenting shareholders, and that the fees for those services should not be assessed against First Community, the court may award to these counsel reasonable fees to be paid out of the amounts awarded the dissenting shareholders who were benefited. If First Community failed to commence an appraisal proceeding within 60 days, the court shall assess the costs of the proceedings and the fees and expenses of your counsel.

        The summary set forth above does not purport to be a complete statement of the provisions of the South Carolina Business Corporation Act relating to the rights of dissenting shareholders and is qualified in its entirety by reference to the applicable sections of the South Carolina Business Corporation Act, which are included as Appendix B to this joint proxy statement/prospectus. If you intend to exercise your dissenters' rights, you are urged to carefully review Appendix B and to consult with legal counsel so as to be in strict compliance therewith.

Rights of Dissenting DutchFork Shareholders Under Delaware Law

        Under Delaware law, holders of DutchFork common stock that do not wish to accept the merger consideration may elect to have the value of their shares of DutchFork common stock judicially determined and paid in cash, together with a fair rate of interest, if any. The valuation will exclude any

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element of value arising from the accomplishment or expectation of the merger. A shareholder may only exercise these appraisal rights by complying with the provisions of Section 262 of the Delaware General Corporation Law.

        The following summary of the provisions of Section 262 of the Delaware General Corporation Law is not a complete statement of the law pertaining to appraisal rights under the Delaware General Corporation Law and is qualified in its entirety by reference to the full text of Section 262 of the Delaware General Corporation Law, a copy of which is attached to this document as Appendix C and incorporated into this summary by reference. If you wish to exercise appraisal rights or wish to preserve your right to do so, you should carefully review Section 262 and are urged to consult a legal advisor before electing or attempting to exercise these rights.

        All references in Section 262 and in this summary to a "shareholder" are to the record holder of the shares of DutchFork common stock as to which appraisal rights are asserted. A person having a beneficial interest in shares of DutchFork common stock held of record in the name of another person, such as a broker or nominee, must act promptly to cause the record holder to follow properly the steps summarized below and in a timely manner to perfect appraisal rights.

        Under Section 262, where a proposed merger is to be submitted for approval at a meeting of shareholders, as in the case of DutchFork's special meeting, the corporation, not less than 20 days prior to the meeting, must notify each of its shareholders entitled to appraisal rights that these appraisal rights are available and include in the notice a copy of Section 262. This document constitutes notice to the DutchFork shareholders of the availability of appraisal rights, and the applicable statutory provisions of the Delaware General Corporation Law are attached to this document as Appendix C.

        Any DutchFork shareholder wishing to exercise the right to demand appraisal under Section 262 of the Delaware General Corporation Law must satisfy each of the following conditions:

        Only a shareholder of record of shares of DutchFork common stock is entitled to assert appraisal rights for those shares registered in that holder's name. A demand for appraisal should:

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        If the shares are owned of record by a person in a fiduciary capacity, such as a trustee, guardian, or custodian, the demand should be executed in that capacity. If the shares are owned of record by more than one person as in a joint tenancy or tenancy in common, the demand should be executed by or on behalf of all owners. An authorized agent, including an agent for two or more joint owners, may execute a demand for appraisal on behalf of a shareholder; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, the agent is acting as agent for such owner or owners. A record holder such as a broker who holds shares as nominee for several beneficial owners may exercise appraisal rights with respect to the shares held for one or more beneficial owners while not exercising these rights with respect to the shares held for one or more other beneficial owners. In this case, the written demand should set forth the number of shares as to which appraisal is sought, and where no number of shares is expressly mentioned the demand will be presumed to cover all shares held in the name of the record owner.

        Shareholders who hold their shares in brokerage accounts or other nominee forms and who wish to exercise appraisal rights are urged to consult with their brokers to determine appropriate procedures for the making of a demand for appraisal by such nominee.

        A shareholder who elects to exercise appraisal rights pursuant to Section 262 should mail or deliver a written demand to:

DutchFork Bancshares, Inc.
1735 Wilson Road
Newberry, South Carolina 29108
Attention: Steve P. Sligh
Executive Vice President and Chief Financial Officer

        Within 10 days after the completion of the merger, First Community must send a notice regarding the completion of the merger to each of DutchFork's former shareholders who has made a written demand for appraisal in accordance with Section 262 and who has not voted in favor of or consented to adoption of the merger agreement. Within 120 days after the completion of the merger, but not after that date, either First Community or any shareholder who has complied with the requirements of Section 262 may file a petition in the Delaware Court of Chancery demanding a determination of the value of the shares of common stock held by all shareholders demanding appraisal of their shares. First Community is under no obligation to, and has no present intent to, file a petition for appraisal, and shareholders seeking to exercise appraisal rights should not assume that First Community will file a petition or that it will initiate any negotiations with respect to the fair value of the shares. Accordingly, shareholders who desire to have their shares appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262. Since First Community has no obligation to file a petition, the failure of affected shareholders to do so within the period specified could nullify any previous written demand for appraisal. Under the merger agreement, DutchFork has agreed to give First Community prompt notice of any demands for appraisal it receives. First Community has the right to participate in all negotiations and proceedings with respect to demands for appraisal. DutchFork will not, except with the prior written consent of First Community, make any payment with respect to any demands for appraisal, offer to settle, or settle, any demands.

        Within 120 days after the completion of the merger, any shareholder that complies with the provisions of Section 262 to that point in time will be entitled to receive from First Community, upon written request, a statement setting forth the aggregate number of shares not voted in favor of the merger agreement and with respect to which DutchFork received demands for appraisal and the

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aggregate number of holders of those shares. First Community must mail this statement to the shareholder by the later of 10 days after receipt of the request or 10 days after expiration of the period for delivery of demands for appraisals under Section 262.

        A shareholder who timely files a petition for appraisal with the Delaware Court of Chancery must serve a copy upon First Community. First Community must, within 20 days of receipt of the petition, file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all shareholders who have demanded appraisal of their shares and who have not reached agreements with it as to the value of their shares. After notice to shareholders as may be ordered by the Delaware Court of Chancery, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine which shareholders are entitled to appraisal rights. The Delaware Court of Chancery may require shareholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates to the Register in Chancery for notation on the certificates of the pendency of the appraisal proceedings, and if any shareholder fails to comply with the requirement, the Delaware Court of Chancery may dismiss the proceedings as to that shareholder. After determining which shareholders are entitled to an appraisal, the Delaware Court of Chancery will appraise the "fair value" of their shares. This value will exclude any element of value arising from the accomplishment or expectation of the merger, but will include a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. The costs of the action may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable. Upon application of a shareholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by any shareholder in connection with the appraisal proceeding be charged pro rata against the value of all of the shares entitled to appraisal. These expenses may include, without limitation, reasonable attorneys' fees and the fees and expenses of experts. Shareholders considering seeking appraisal should be aware that the fair value of their shares as determined under Section 262 could be more than, the same as, or less than the merger consideration they would be entitled to receive pursuant to the merger agreement if they did not seek appraisal of their shares. Shareholders should also be aware that investment banking opinions as to fairness from a financial point of view are not necessarily opinions as to fair value under Section 262.

        In determining fair value and, if applicable, a fair rate of interest, the Delaware Court of Chancery is to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered, and that "fair price obviously requires consideration of all relevant factors involving the value of a company."

        Section 262 provides that fair value is to be "exclusive of any element of value arising from the accomplishment or expectation of the merger." In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a "narrow exclusion [that] does not encompass known elements of value," but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 to mean that "elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered."

        Any shareholder who has duly demanded an appraisal in compliance with Section 262 will not, after the completion of the merger, be entitled to vote the shares subject to that demand for any purpose or be entitled to the payment of dividends or other distributions on those shares. However, shareholders will be entitled to dividends or other distributions payable to holders of record of shares as of a record date prior to the completion of the merger.

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        Any shareholder may withdraw its demand for appraisal and accept the merger consideration by delivering to First Community, within 60 days of the effective date of the merger, a written withdrawal of the shareholder's demands for appraisal. Any attempt to withdraw made more than 60 days after the effective date of the merger will require written approval of First Community. Moreover, no appraisal proceeding before the Delaware Court of Chancery as to any shareholder shall be dismissed without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon any terms the Delaware Court of Chancery deems just. If First Community does not approve a shareholder's request to withdraw a demand for appraisal when the approval is required or if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the shareholder would be entitled to receive only the appraised value determined in the appraisal proceeding. This value could be higher or lower than, or the same as, the value of the merger consideration.

        Failure to follow the steps required by Section 262 of the Delaware General Corporation Law for perfecting appraisal rights may result in the loss of appraisal rights, in which event you will be entitled to receive the consideration with respect to your dissenting shares in accordance with the merger agreement. In view of the complexity of the provisions of Section 262 of the Delaware General Corporation Law, if you are a DutchFork shareholder and are considering exercising your appraisal rights under the Delaware General Corporation Law, you should consult your own legal advisor.

Interests of DutchFork Directors and Officers in the Merger that Differ From Shareholders

        All members of DutchFork's management and board of directors have interests in the merger that are in addition to or different from the interests of DutchFork shareholders. DutchFork's board of directors was aware of these interests and considered them in approving the merger agreement. Except as described below, to the knowledge of DutchFork, the executive officers and directors of DutchFork do not have any material interest in the merger apart from their interests as shareholders.

        Employment, Consulting, and Noncompete Agreements.    J. Thomas Johnson, President and Chief Executive Officer of DutchFork, and Steve P. Sligh, Executive Vice President, Chief Financial Officer, and Treasurer of DutchFork, have entered into new employment, consulting, and noncompete agreements with First Community Bank effective on the closing date of the merger. As a result of terminating their existing employment agreements in connection with the merger, Messrs. Johnson and Sligh will receive lump sum payments of $863,298 and $749,863, respectively. Under the new agreements, Messrs. Johnson and Sligh will serve as Executive Vice Presidents of First Community Bank for a period of three years and will be paid annual salaries of $175,000. Upon termination of employment, Messrs. Johnson and Sligh will provide consulting services to First Community and First Community Bank for two years in exchange for annual salaries of $172,500. At the end of the consulting period, First Community Bank will pay Messrs. Johnson and Sligh $150,000 per year for a three-year period for complying with certain restrictive covenants. During the term of the agreement, First Community Bank has agreed to procure and maintain a life insurance policy on Messrs. Johnson and Sligh with death benefits payable to First Community Bank in an amount that approximates the total payments due to the executives during the consulting period and the restricted period if the consulting services were performed and the restrictive covenants were honored in their entirety. First Community Bank is only obligated to obtain these life insurance policies if the premiums do not exceed $3,000 per year.

        Termination of Noncompetition Agreements.    For no additional consideration, Messrs. Johnson and Sligh agreed to terminate noncompetition agreements with DutchFork dated as of July 29, 2003. Under the terms of the agreements, Messrs. Johnson and Sligh each would have been entitled to lump sum payments of $750,000 upon termination of employment for any reason other than cause for complying with certain restrictive covenants over a three-year period.

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        Supplemental Executive Retirement Plan Agreements.    Messrs. Johnson and Sligh are each party to a supplemental executive retirement plan ("SERP") agreement with DutchFork. At the effective time of the merger, the SERP will be terminated and Messrs. Johnson and Sligh will receive lump sum payments equal to all accrued benefits under SERP. Mr. Johnson will receive approximately $58,102 and Mr. Sligh will receive approximately $44,549.

        Salary Continuation Agreements and Split Dollar Life Insurance.    At the effective time of the merger, First Community will assume the existing salary continuation agreements for Messrs. Johnson and Sligh and maintain the existing split dollar life insurance policies for Messrs. Johnson and Sligh. During the employment term and the consulting term of their new agreements with First Community described above, Messrs. Johnson and Sligh shall continue to earn credit for vesting purposes under the existing salary continuation agreement entered into between the executive and Newberry Federal. Messrs. Johnson and Sligh shall become fully vested in their interests under the salary continuation agreements immediately upon the termination of the consulting period for any reason other than for cause.

        Termination and Release Agreements.    James E. Wiseman, Jr., Robert E. Livingston, III, and Robert W. Owen, the outside directors of DutchFork, have entered into termination and release agreements with First Community and Newberry Federal Savings Bank. In exchange for terminating the director salary continuation plan and releasing First Community and DutchFork from any further obligations under the plan, each outside director will receive a lump sum payment on the closing date of the merger. Mr. Livingston will receive $107,919 and Messrs. Wiseman and Owen will each receive $107,145.

        Positions with Boards of Directors.    After the merger, the board of directors of First Community intends to appoint Messrs. Johnson and Sligh to the board of directors of First Community. In addition, for a period of at least two years, First Community will maintain an advisory board for the purpose of advising First Community on the operations of the former Newberry Federal Savings Bank offices. Each of Messrs. Wiseman, Livingston, and Owen will be invited to serve on the advisory board. First Community has committed to pay advisory fees to these individuals for these services.

        Conversion of Stock Options.    First Community has agreed to assume all stock options that remain outstanding under DutchFork stock option plans at the effective time of the merger. As of [                        ], 2004, there were [            ] options outstanding, of which [            ] were held by executive officers, [            ] were held by outside directors, and [            ] were held by others. In connection with the merger, these options will be exercisable for a number of shares of First Community common stock determined by applying the exchange ratio to the number of shares of DutchFork common stock covered by the options at an exercise price determined by dividing the pre-merger exercise price by the exchange ratio. The holders of these options will benefit from any increase in value of First Community common stock after the merger in a manner that is not available to the other shareholders of DutchFork.

        Acceleration of Stock Options and Restricted Stock.    Pursuant to the terms of DutchFork's stock option plans, all unvested options to purchase shares of DutchFork common stock and restricted stock will become vested and exercisable upon consummation of the merger. At [                        ], 2004, outside directors held unvested options to purchase [            ] shares of DutchFork common stock and [            ] shares of restricted stock, and executive officers held unvested options to purchase [            ] shares of DutchFork common stock and [            ] shares of restricted stock, all of which will accelerate and vest upon consummation of the merger.

        DutchFork Employee Stock Ownership Plan.    DutchFork will terminate its employee stock ownership plan upon completion of the merger. Each participant in the plan will become 100% vested as to his or her account balance upon termination of the plan. The plan will repay its existing loan and

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will allocate the surplus cash and First Community common stock to the accounts of the plan participants in proportion to their account balances, to the extent allowed under applicable law and the governing documents of the plan. Based on current estimates, the executive officers of DutchFork would be allocated approximately [            ] shares of First Community common stock after the repayment of the ESOP loan.

        Protection of DutchFork Directors and Officers Against Claims.    First Community has agreed to indemnify and hold harmless each director and officer of DutchFork for a period of three years from liability and expenses arising out of matters existing or occurring at or before the consummation of the merger to the fullest extent allowed under Delaware law. First Community has also agreed that it will maintain a policy of directors' and officers' liability insurance coverage for the benefit of DutchFork's directors and officers for five years following consummation of the merger, or such lesser period of time as can be purchased for an aggregate amount equal to three times the current annual premium.

Regulatory Approvals to Complete the Merger

        The merger may not proceed in the absence of receipt of the requisite regulatory approvals. Applications for the approvals described below have been submitted to the appropriate regulatory authorities.

        First Community and DutchFork are not aware of any material governmental approvals or actions that are required for consummation of the merger, except as described in this joint proxy statement/prospectus. Should any other approval or action be required, it presently is contemplated that such approval or action would be sought.

        The merger is subject to the prior approval of the Federal Reserve Board. In evaluating the merger, the Federal Reserve Board is required to consider, among other factors, the financial and managerial resources and future prospects of the institutions and the convenience and needs of the communities to be served. The relevant statutes prohibit the Federal Reserve Board from approving the merger if:

        The merger may not be consummated any earlier than the 15th day following the date of approval of the merger by the Federal Reserve Board, during which time the United States Department of Justice is afforded the opportunity to challenge the merger on antitrust grounds. The commencement of any antitrust action would stay the effectiveness of the approval of the Federal Reserve Board, unless a court of competent jurisdiction should specifically order otherwise.

        The merger is also subject to approval from the Office of the Comptroller of the Currency, the Office of Thrift Supervision, and the South Carolina State Board of Financial Institutions. Any regulatory approval that imposes material changes to the merger agreement or other material conditions could necessitate a new solicitation of shareholder approval.

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Accounting Treatment of the Merger

        The merger will be treated as a "purchase" under generally accepted accounting principles of the United States. Under the purchase method of accounting, at the effective time of the merger, DutchFork's assets and liabilities generally will be recorded at their respective fair values and added to those of First Community. The excess of the cost over the fair value of the net assets acquired will be recorded as goodwill on First Community's books. First Community's consolidated financial statements after the effective time of the merger will reflect the assets and liabilities of DutchFork, but First Community's consolidated financial statements will not be restated retroactively to reflect DutchFork's historical financial position or results of operations.

        All unaudited pro forma condensed combined financial information contained in this joint proxy statement/prospectus has been prepared using the purchase method to account for the merger. The final allocation of the purchase price will be determined after the merger is completed and after completion of an analysis to determine the fair values of DutchFork's tangible and identifiable intangible assets and liabilities. In addition, estimates related to restructuring and merger-related charges are subject to final decisions related to the merger. Accordingly, the final purchase accounting adjustments, restructuring, and merger-related charges may be materially different from the unaudited pro forma adjustments presented in this document. Any decrease in the fair value of the net assets of DutchFork as compared to the information shown in this document will have the effect of increasing the amount of the purchase price allocable to goodwill.

Resales of First Community Common Stock

        The issuance of First Community common stock to shareholders of DutchFork in connection with the merger will be registered under the Securities Act of 1933. All shares of First Community common stock received by DutchFork shareholders will be freely transferable upon consummation of the merger by those shareholders who were not "affiliates" of DutchFork. "Affiliates" generally are defined as persons or entities who control, are controlled by, or are under common control with DutchFork (generally, this will include executive officers, directors, and shareholders who own 10% or more of DutchFork's common stock). The "affiliates" are expected to enter into agreements with First Community reflecting limitations on their ability to transfer the shares they will receive in the merger.

Recommendation of DutchFork's Board

        The board of directors of DutchFork unanimously approved the merger agreement and believes that the merger is fair to, and in the best interests of, DutchFork and its shareholders. DutchFork's board of directors, therefore, recommends that the holders of DutchFork's common stock vote "FOR" approval of the merger agreement and the merger that it contemplates. In making its recommendation, the board of directors of DutchFork has considered, among other things, the opinion of Sandler O'Neill that First Community's proposal is fair to DutchFork's shareholders from a financial point of view. See "Opinion of DutchFork's Financial Adviser" above.

Recommendation of First Community's Board

        The board of directors of First Community unanimously approved the merger agreement and believes that the merger is fair to, and in the best interests of, First Community and its shareholders. First Community's board of directors, therefore, recommends that the holders of First Community's common stock vote "FOR" approval of the merger agreement and the merger that it contemplates. In making its recommendation, the board of directors of First Community has considered, among other things, the opinion of The Orr Group that the consideration to be paid by First Community to the shareholders of DutchFork is fair from a financial point of view. See "Opinion of First Community's Financial Adviser" above.

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DESCRIPTION OF FIRST COMMUNITY'S CAPITAL STOCK

General

        The articles of incorporation of First Community authorize the issuance of capital stock consisting of 10,000,000 shares of common stock, $1.00 par value per share, and 10,000,000 shares of preferred stock, $1.00 par value per share. As of                        , 2004 there were            shares of First Community common stock issued and outstanding and no shares of First Community preferred stock issued and outstanding.

        In the future, the authorized but unissued and unreserved shares of First Community common stock will be available for issuance for general purposes, including, but not limited to, possible issuance as stock dividends or stock splits, future mergers or acquisitions, or future private placements or public offerings. Except as may be required to approve a merger or other transaction in which the additional authorized shares of First Community common stock would be issued, no shareholder approval will be required for the issuance of those shares. See section entitled "Comparison of the Rights of Shareholders" for a discussion of the rights of the holders of First Community common stock as compared to the holders of DutchFork common stock.

Common Stock

        General.    Each share of First Community common stock has the same relative rights as, and is identical in all respects to, each other share of First Community common stock.

        Dividend Rights.    The holders of common stock of First Community are entitled to receive and share equally in any dividends as may be declared by the board of directors of First Community out of funds legally available for the payment of dividends. The payment of dividends by First Community is subject to limitations imposed by law and applicable regulations. The Federal Reserve Board generally prohibits bank holding companies from paying dividends except out of operating earnings, and the prospective rate of earnings retention appears consistent with the holding company's capital needs, asset quality, and overall financial condition. Notwithstanding the above, the ability of First Community to pay dividends to the holders of shares of First Community common stock will be completely dependent upon the amount of dividends its subsidiary, First Community Bank, is permitted to pay to First Community. The ability of a bank to pay dividends is restricted under applicable law and regulations. The National Bank Act states that a national banking association, such as First Community Bank, may only pay dividends out of undivided profits. Additionally, a national banking association may not pay dividends until its surplus fund equals its common capital, unless at least 10% of its net income during the past six month period has been carried to its surplus fund (in the case of quarterly or semi-annual dividends) or (in the case of annual dividends) at least 10% of its net income during the past 12 months. Also, under federal banking law, no cash dividend may be paid if the bank is undercapitalized or insolvent or if payment of the cash dividend would render the bank undercapitalized or insolvent, and no cash dividend may be paid by the bank if it is in default of any deposit insurance assessment due to the FDIC.

        Voting Rights.    Each share of First Community common stock will entitle the holder thereof to one vote on all matters upon which shareholders have the right to vote. Currently, the board of directors of First Community is comprised of 12 directors, who are elected in staggered terms of three years. Following the closing of the merger, the board will be increased to 14 directors, two of whom will be former DutchFork directors. Shareholders of First Community are not entitled to cumulate their votes for the election of directors. See "Comparison of the Rights of Shareholders Voting Rights."

        Liquidation Rights.    In the event of any liquidation, dissolution, or winding up of First Community, the holders of shares of First Community common stock will be entitled to receive, after payment of all debts and liabilities of First Community, all remaining assets of First Community available for

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distribution in cash or in kind. If First Community issued preferred stock, the holders of preferred stock may have priority over the holders of common stock in the event of liquidation or dissolution.

        No Preemptive Rights; Redemption and Assessment.    Holders of shares of First Community common stock are not entitled to preemptive rights with respect to any shares that may be issued. First Community common stock is not subject to redemption or any sinking fund and the outstanding shares are fully paid and non-assessable.

Preferred Stock

        First Community may issue preferred stock with such designations, powers, preferences, and rights as First Community's board of directors may from time to time determine. The board of directors can, without shareholder approval, issue preferred stock with voting, dividend, liquidation, and conversion rights that could dilute the voting strength of the holders of the common stock and may assist management in impeding an unfriendly takeover or attempted change in control. None of the shares of the authorized preferred stock will be issued in connection with the merger and there are no plans to issue preferred stock.

Certain Articles and Bylaw Provisions Having Potential Anti-Takeover Effects

        First Community's articles of incorporation and bylaws contain certain provisions that could make more difficult an acquisition of First Community by means of a tender offer, proxy contest, or otherwise. Certain provisions will also render the removal of the incumbent board of directors or management of First Community more difficult. These provisions may have the effect of deterring or defeating a future takeover attempt that is not approved by First Community's board of directors, but which First Community shareholders may deem to be in their best interests or in which shareholders may receive a substantial premium for their shares over then current market prices. As a result, shareholders who might desire to participate in such a transaction may not have the opportunity to do so. The following description of these provisions is only a summary and does not provide all of the information contained in First Community's articles of incorporation and bylaws. See "Where You Can Find More Information" as to where to obtain a copy of these documents.

        Authorized but Unissued Stock.    The authorized but unissued shares of common stock and preferred stock will be available for future issuance without shareholder approval. These additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions, and employee benefit plans. The existence of authorized but unissued and unreserved shares of common stock and preferred stock may enable the board of directors to issue shares to persons friendly to current management, which could render more difficult or discourage any attempt to obtain control of First Community by means such as a proxy contest, tender offer, or merger, and thereby protect the continuity of the company's management.

        Supermajority Shareholder Vote Required for Merger.    The articles require the affirmative vote of the holders of at least two-thirds of the outstanding shares of common stock entitled to vote to approve any merger, consolidation, or sale of First Community or any substantial part of the company's assets.

        Number and Qualifications of Directors.    The articles and bylaws provide that the number of directors shall be fixed from time to time by resolution adopted by a majority of the directors then in office, but may not consist of fewer than nine nor more than 25 members. The bylaws also provide that no individual who is or becomes a Business Competitor (as defined below) or who is or becomes affiliated with, employed by, or a representative of any individual, corporation, or other entity which the board of directors, after having such matter formally brought to its attention, determines to be in competition with First Community or any of its subsidiaries (any such individual, corporation, or other entity being a "Business Competitor") shall be eligible to serve as a director if the board of directors

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determines that it would not be in First Community's best interests for such individual to serve as a director of the company. Any financial institution having branches or affiliates within Richland or Lexington Counties, South Carolina shall be presumed to be a Business Competitor unless the board of directors determines otherwise.

        Classified Board of Directors.    The articles and bylaws divide the board of directors into three classes of directors serving staggered three-year terms. As a result, approximately one-third of the board of directors will be elected at each annual meeting of shareholders. The classification of directors, together with the provisions in the articles and bylaws described below that limit the ability of shareholders to remove directors and that permit the remaining directors to fill any vacancies on the board of directors, have the effect of making it more difficult for shareholders to change the composition of the board of directors. As a result, at least two annual meetings of shareholders may be required for the shareholders to change a majority of the directors.

        Removal of Directors and Filling Vacancies.    Under the bylaws, removal of directors without cause requires the approval of the holders of two-thirds of the shares entitled to vote at an election of directors, and all vacancies on the board of directors, including those resulting from an increase in the number of directors, may be filled by a majority of the remaining directors, even if they do not constitute a quorum. When a director resigns effective at a future date, a majority of directors then in office, including the director who is to resign, may vote on filling the vacancy.

        Advance Notice Requirements for Shareholder Proposals and Director Nominations.    The bylaws establish advance notice procedures with regard to shareholder proposals and the nomination, other than by or at the direction of the board of directors or a committee of the board, of candidates for election as directors. These procedures provide that the notice of shareholder proposals and shareholder nominations for the election of directors at any meeting of shareholders must be in writing and be received by the secretary of First Community not later than 90 days prior to the meeting. First Community may reject a shareholder proposal or nomination that is not made in accordance with such procedures.

        Certain Nomination Requirements.    Pursuant to the bylaws, First Community has established certain nomination requirements for an individual to be elected as a director of the company at any annual or special meeting of the shareholders, including that the nominating party provide First Community within a specified time prior to the meeting (i) notice that such party intends to nominate the proposed director; (ii) the name and certain biographical information on the nominee; and (iii) a statement that the nominee has consented to the nomination. The chairman of any shareholders' meeting may, for good cause shown, waive the operation of these provisions. These provisions could reduce the likelihood that a third party would nominate and elect individuals to serve on First Community's board of directors.

        Business Combinations with Interested Shareholders.    First Community is subject to the South Carolina business combination statute, which restricts mergers and other similar business combinations between public companies headquartered in South Carolina and any 10% shareholder of the company. The statute prohibits such a business combination for two years following the date the person acquires shares to become a 10% shareholder unless the business combination or such purchase of shares is approved by a majority of the company's outside directors. The statute also prohibits such a business combination with a 10% shareholder at any time unless the transaction complies with First Community's articles of incorporation and either (i) the business combination or the shareholder's purchase of shares is approved by a majority of the company's outside directors, (ii) the business combination is approved by a majority of the shares held by the company's other shareholders at a meeting called no earlier than two years after the shareholder acquired the shares to become a 10% shareholder; or (iii) the business combination meets specified fair price and form of consideration requirements.

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        Consideration of Other Constituencies in Mergers.    The articles grant the board of directors the discretion, when considering whether a proposed merger or similar transaction is in the best interests of First Community and its shareholders, to take into account the effect of the transaction on the employees, customers, and suppliers of the company and upon the communities in which the offices of the company are located.

Transfer Agent and Registrar

        The transfer agent and registrar for First Community's common stock is Registrar & Transfer Company.

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COMPARISON OF THE RIGHTS OF SHAREHOLDERS

General

        Upon consummation of the merger, shareholders of DutchFork who receive shares of common stock of First Community will become shareholders of First Community. Certain legal distinctions exist between owning First Community common stock and DutchFork common stock. The shareholders of First Community will be governed by and subject to the articles of incorporation and bylaws of First Community rather than the certificate of incorporation and bylaws of DutchFork. Neither the DutchFork common stock nor the First Community common stock is insured by the FDIC or guaranteed by the issuer and both are subject to investment risk, including the possible loss of value.

        The following is a discussion of the major legal issues associated with owning common stock of either First Community or DutchFork. There are material differences in the shareholder ownership rights of these organizations. First Community is a South Carolina corporation, governed by the South Carolina Business Corporation Act of 1988 found in Title 33 of the Code of Laws of South Carolina. DutchFork is a Delaware corporation, governed by the Delaware General Corporation Law. There are also certain distinctions and differences in the documents governing both organizations.

        The following is only a general summary of the differences in the rights of holders of DutchFork common stock and First Community common stock. This summary is qualified in its entirety by reference to the South Carolina Business Corporation Act, First Community's articles of incorporation and bylaws, the Delaware General Corporation Law, and DutchFork's certificate of incorporation and bylaws. DutchFork's shareholders should consult with their own legal counsel with respect to specific differences and changes in their rights as shareholders that will result from the merger.

Authorized Capital Stock

        DutchFork.    DutchFork is authorized to issue 4,000,000 shares of common stock, par value $0.01 per share, and 500,000 shares of preferred stock, par value $0.01 per share.

        First Community.    First Community is authorized to issue 10,000,000 shares of common stock, par value $1.00 per share, and 10,000,000 shares of preferred stock, par value $1.00 per share.

Size of Board of Directors

        DutchFork.    DutchFork's certificate of incorporation provides that the number of directors shall be fixed by the board of directors. The bylaws provide that in absence of a resolution fixing the number of directors the number shall be set at six. DutchFork's board of directors is currently comprised of five persons.

        First Community.    First Community's bylaws provide that the board must consist of not less than nine directors and no more than 25 directors, with the exact number fixed by the board of directors. First Community's board of directors is currently comprised of 12 persons. The merger agreement requires that the board increase the number of members from 12 to 14, and to fill the vacancies by appointing J. Thomas Johnson and Steve P. Sligh.

Classification of Directors

        DutchFork.    DutchFork's board of directors is divided into three classes of directors as nearly equal as possible, with each class being elected to a staggered three-year term.

        First Community.    First Community's bylaws also divide the board of directors into three classes of directors serving staggered three-year terms.

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Removal of Directors

        DutchFork.    DutchFork's certificate of incorporation provides that directors may be removed only for cause by an affirmative vote of at least 80% the outstanding shares entitled to vote for directors.

        First Community.    First Community's articles of incorporation require the affirmative vote of the holders of not less than two-thirds of the outstanding voting securities of First Community to remove any director.

Filling Vacancies on the Board of Directors

        DutchFork.    DutchFork's certificate of incorporation provides that vacancies on the board of directors shall be filled by a majority of the remaining members of the board of directors.

        First Community.    First Community's bylaws provide that vacancies on the board of directors shall be filled by a majority of the remaining members of the board of directors. Shareholders may elect a director to fill any vacancy not filled by the directors at a special meeting of shareholders.

Nomination of Director Candidates by Shareholders

        DutchFork.    DutchFork's bylaws provide that any shareholder entitled to vote for the election of directors may make nominations for the election of directors by giving written notice to the corporate secretary of DutchFork not less than 90 nor more than 120 days prior to the annual meeting of shareholders at which directors are to be elected. However, if less than 100 days notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder must be received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was given.

        First Community.    First Community's bylaws provide that any shareholder entitled to vote for the election of directors may make nominations for the election of directors by giving written notice to the secretary of First Community at least 90 days prior to the annual meeting of shareholders at which directors are to be elected, unless this requirement is waived in advance of the meeting by the board of directors. With respect to an election at a special meeting of shareholders, nominations must be received no later than the close of business on the seventh day following the date on which the notice is first given to shareholders.

Election of Directors

        DutchFork.    DutchFork's certificate of incorporation provides that holders of common stock may not cumulate their votes for the election of directors. All elections are determined by a plurality of the votes cast, in person or by proxy, at a meeting of shareholders at which a quorum is present.

        First Community.    First Community's articles of incorporation do not permit cumulative voting rights in the election of directors. Directors are elected by a plurality of the votes of the shares present, in person or by proxy, and entitled to vote on the election of directors at a meeting of shareholders at which a quorum is present.

Shareholder Action Without Meeting

        DutchFork.    DutchFork's bylaws provide that no action that requires shareholder approval may be taken without a meeting by the written consent of shareholders.

        First Community.    South Carolina law provides that any action that may be taken by shareholders at a meeting may be taken without a meeting only if a written consent describing the action to be taken is signed by all of the shareholders entitled to vote with respect to the subject matter.

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Calling Special Meetings of Shareholders

        DutchFork.    DutchFork's bylaws provide that special meetings of shareholders may be called only by the board of directors by a resolution adopted by a majority of the total number of directors which DutchFork would have if there were no vacancies on the board of directors.

        First Community.    First Community's bylaws provide that special meetings of shareholders may be called at any time for any purpose by First Community's chief executive officer, president, or chairman of the board of directors, or by a majority of the board of directors. First Community must call a special meeting when requested in writing by shareholders owning shares representing at least one-tenth of all outstanding votes entitled to be cast on any issue at the meeting.

Shareholder Proposals

        DutchFork.    DutchFork's bylaws provide that a shareholder wanting to submit a shareholder proposal must deliver written notice to the secretary of DutchFork no less than 90 or more than 120 days in advance of the annual meeting. However, if less than 100 days notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder must be received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was given.

        First Community.    First Community's bylaws provide that a shareholder wanting to submit a shareholder proposal must deliver written notice to the secretary of First Community not later than 90 days in advance of the annual meeting.

Payment of Dividends

        DutchFork.    The holders of the DutchFork common stock are entitled to receive dividends when dividends are declared by the board of directors, subject to the rights of holders of preferred stock.

        First Community.    The holders of the First Community common stock are entitled to dividends ratably when, as, and if declared by the board of directors in its discretion out of legally available assets.

Indemnification of Directors, Officers, and Employees

        DutchFork.    DutchFork's certificate of incorporation provides that DutchFork will indemnify any individual made a party to a proceeding because he is or was a director of DutchFork against liability incurred in the proceeding to the fullest extent permitted by Delaware law. DutchFork may, to the extent authorized from time to time by a majority of the board of directors, grant rights to indemnification to any employee or agent of DutchFork to the fullest extent permitted by the certificate of incorporation and applicable law.

        First Community.    Under South Carolina law, First Community may indemnify a past or present director against liability incurred in a proceeding if: (i) the director conducted himself in good faith; (ii) the director reasonably believed (a) in the case of conduct in his or her official capacity with the corporation, that his or her conduct was in its best interest and (b) in all other cases, that his or her conduct was at least not opposed to its best interest; and (iii) in the case of any criminal proceedings, the director had no reasonable cause to believe his or her conduct was unlawful. However, First Community may not indemnify a director (a) in connection with a proceeding by or in the right of First Community in which the director is adjudged liable to First Community or (b) in connection with any other proceeding charging improper personal benefit to him or her in which he or she is adjudged liable on the basis that personal benefit was improperly received by him or her.

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        Under South Carolina law, unless limited by the articles of incorporation, a corporation must indemnify a director who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she is party because he or she is or was a director against reasonable expenses incurred by him or her in connection with the proceeding. First Community's articles of incorporation do not limit this provision.

        Under South Carolina law, an officer is entitled to the benefit of the same indemnification provisions as apply to directors. In addition, a corporation may indemnify and advance expenses to an officer who is not a director to the extent, consistent with public policy, and as provided by the corporation's articles of incorporation, the corporation's bylaws, general or specific action of the board of directors, or contract.

        First Community's bylaws provide that First Community will indemnify any individual made a party to a proceeding because he is or was a director of First Community against liability incurred in the proceeding to the fullest extent permitted by law. First Community may, to the extent authorized from time to time by the board of directors, grant rights to indemnification to any employee or agent of First Community to the fullest extent permitted by the bylaws and applicable law.

Limitation of Liability for Directors

        DutchFork.    DutchFork's certificate of incorporation provides that DutchFork's directors shall not be liable to DutchFork or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability:

        First Community.    First Community's directors are exempt under its articles of incorporation from personal monetary liability to the maximum extent permitted by South Carolina law. A director is not personally liable to the company or any of its shareholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not be deemed to eliminate or limit the liability of a director:

Amendment to Articles of Incorporation

        DutchFork.    DutchFork's certificate of incorporation requires the affirmative vote of 80% of the outstanding voting stock entitled to vote to amend or repeal certain provisions of the certificate of incorporation, including the provision limiting voting rights, the provisions relating to approval of business combinations with related persons, acting by written consent, calling special meetings, the number and classification of directors, director and officer indemnification by DutchFork, and amendment of DutchFork's bylaws and certificate of incorporation. These supermajority voting requirements make it more difficult for the shareholders to amend these provisions of the DutchFork certificate of incorporation.

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        First Community.    South Carolina law provides that a corporation may amend its articles of incorporation if the board of directors proposes the amendment to the shareholders, and the amendment receives the requisite shareholder approval. Unless a corporation's articles of incorporation provide otherwise, amendments must be approved by two-thirds of all votes entitled to be cast on the matter, as well as two-thirds of the votes entitled to be cast on the matter within each voting group entitled to vote as a separate voting group on the amendment. First Community's articles do not alter the default provisions of South Carolina law.

Amendment to Bylaws

        DutchFork.    DutchFork's certificate of incorporation provides that the board of directors may amend the bylaws upon the affirmative vote of a majority of the directors or by the vote at least 80% of the outstanding shares. DutchFork's shareholders may also amend the bylaws; provided, however, that, in addition to any vote of the holders of any class or series of stock of DutchFork required by law or by its certificate of incorporation, the affirmative vote of the holders of at least 80% of the voting power of all of the then-outstanding shares of the capital stock of DutchFork entitled to vote generally in the election of directors voting together as a single class, shall be required to adopt, amend or repeal any provisions of the bylaws.

        First Community.    According to First Community's articles, the board of directors may amend the bylaws upon the affirmative vote of a majority directors or unanimous written consent. Shareholders may amend the bylaws only upon the affirmative vote of the holders of not less than two-thirds of the votes entitled to be cast.

Shareholder Vote on Fundamental Issues

        DutchFork.    The holders of at least 80% of the outstanding shares of voting stock must approve certain business combinations involving an interested shareholder or any affiliate of an interested shareholder. See "Business Combinations with Interested Shareholders." However, if a majority of directors not affiliated with the interested shareholder approves the business combination or certain pricing criteria are satisfied, a favorable vote of holders of a majority of the outstanding shares is sufficient to approve a business combination.

        First Community.    Under South Carolina law, a plan of merger must generally be approved by the affirmative vote of the holders of at least two-thirds of the votes entitled to be cast on the plan regardless of the class or voting group to which the shares belong, and two-thirds of the votes entitled to be cast on the plan within each voting group entitled to vote as a separate voting group on the plan. A corporation's articles of incorporation may require a lower or higher vote for approval, but the required vote must be at least a majority of the votes entitled to be cast on the plan by each voting group entitled to vote separately on the plan. First Community's articles of incorporation do not alter the default rules of South Carolina law.

        Under South Carolina law, to authorize the sale, lease, exchange, or other disposition of all or substantially all of the property of a corporation, other than in the usual and regular course of business, or to voluntarily dissolve the corporation, South Carolina law requires the affirmative vote of at least two-thirds of all the votes entitled to be cast on the transaction. A corporation's articles of incorporation may require a lower or higher vote for approval, but the required vote must be at least a majority of all the votes entitled to be cast on the transaction. First Community's articles of incorporation do not alter the default rules of South Carolina law.

Control Share Acquisition Provisions

        DutchFork.    The State of Delaware has a statute designed to provide Delaware corporations with additional protection against hostile takeovers. The Delaware takeover statute is intended to discourage

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certain takeover practices by impeding the ability of a hostile acquiror to engage in certain transactions with the target company.

        In general, the statute provides that a person who owns 15% or more of the outstanding voting stock of a Delaware corporation (an "interested shareholder") may not consummate a merger or other business combination transaction with the corporation at any time during the three-year period following the date the person became an interested shareholder. The term "business combination" is defined broadly to cover a wide range of corporate transactions including mergers, sales of assets, issuances of stock, transactions with subsidiaries, and the receipt of disproportionate financial benefits.

        The statute exempts the following transactions from the requirements of the statute:

        A corporation may exempt itself from the requirements of the statute by adopting an amendment to its certificate of incorporation or bylaws electing not to be governed by Section 203. At the present time, DutchFork's board of directors does not intend to propose any such amendment.

        First Community.    South Carolina has a control share statute similar to Delaware that applies to several categories of South Carolina corporations, unless the corporation elects to opt out. First Community has specifically opted out of coverage of the control share acquisition provisions of South Carolina law.

Business Combinations with Interested Shareholders

        DutchFork.    DutchFork's certificate of incorporation requires the approval of the holders of at least 80% of DutchFork's outstanding shares of voting stock entitled to vote to approve certain "business combinations" with an "interested shareholder." Under Delaware law, absent this provision, business combinations must be approved by the vote of the holders of only a majority of the outstanding shares of common stock of DutchFork and any other affected class of stock unless the transaction is with a person who owns 15% or more of the corporation's voting stock. This supermajority voting requirement will not apply in cases where the proposed transaction has been approved by a majority of those members of DutchFork's board of directors who are unaffiliated with the interested shareholder and who were directors before the time when the interested shareholder became an interested shareholder or if the proposed transaction meets certain conditions that are designed to afford the shareholders a fair price in consideration for their shares. In each such case, where shareholder approval is required, the approval of only a majority of the outstanding shares of voting stock is sufficient.

        The term "interested shareholder" includes any individual, group acting in concert, corporation, partnership, association or other entity (other than DutchFork or its subsidiary) who or which is the

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beneficial owner, directly or indirectly, of more than 10% of the outstanding shares of voting stock of DutchFork.

        A "business combination" includes:

        First Community.    South Carolina law prohibits specified "business combinations" with "interested shareholders" unless certain conditions are satisfied. The act defines an "interested shareholder" as any person (other than the corporation or any of its subsidiaries) that (i) beneficially owns 10% or more of the corporation's outstanding voting shares or (ii) at any time within the preceding two-year period beneficially owned 10% of the voting power of the corporation's outstanding shares and is an affiliate or associate of the corporation.

        Covered business combinations with interested shareholders or an affiliate or associate of an interested shareholder include, among other transactions:

        Covered business combinations are prohibited unless:

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        Covered business combinations are prohibited for two years after an interested shareholder becomes interested unless the board of directors of the corporation approved of the business combination before the interested party became interested.

        First Community is subject to the business combination provisions of the South Carolina statute.

Consideration of Broader Constituencies

        DutchFork.    DutchFork's certificate of incorporation provides that its board of directors, in connection with the exercise of its judgment in determining what is in DutchFork's and the shareholders' best interests, may give due consideration to all relevant factors, including the social and economic effect on DutchFork's present and future customers and employees, on the communities in which DutchFork operates or is located, on the ability of DutchFork to fulfill its corporate objective as a savings and loan holding company under applicable laws and regulations, and on the ability of Newberry Federal to fulfill the objectives of a stock form savings institution under applicable statutes and regulations.

        First Community.    First Community's articles grant the board of directors the discretion, when considering whether a proposed merger or similar transaction is in the best interests of First Community and its shareholders, to take into account the effect of the transaction on the employees, customers, and suppliers of the company and upon the communities in which the offices of the company are located.

Dissenters' Rights

        DutchFork.    Under Delaware law, holders of DutchFork common stock have the right to dissent from the merger and, if the merger is consummated and all requirements of Delaware law are satisfied by holders seeking to exercise dissenters' rights, to receive payment equal to the fair value of their shares of DutchFork common stock, determined in the manner set forth in Delaware law. The procedures that must be followed in connection with the exercise of dissenters' rights by dissenting shareholders are described herein under "The Merger—Rights of Dissenting DutchFork Shareholders Under Delaware Law" and in Section 262 of Chapter 1, Title 8 of the Delaware General Corporation Law, a copy of which is attached as Appendix C to this document. A DutchFork shareholder seeking to exercise dissenters' rights must file written notice with DutchFork prior to the special meeting of his or her intention to exercise appraisal rights and must not vote his or her shares in favor of the merger agreement. Failure to take any required step in connection with the exercise of such rights may result in termination or waiver of appraisal rights.

        First Community.    Under South Carolina law, shareholders of a corporation who do not consent to certain major corporate transactions, including a merger, may, under varying circumstances, be entitled to dissenters' rights pursuant to which such shareholders may receive cash in the amount of the fair market value of their shares in place of the consideration which otherwise would have been received in the transaction. Unless the articles of incorporation or bylaws provides otherwise, dissenters' rights are not available in certain circumstances, including without limitation:


INDEMNIFICATION

        The articles of incorporation of First Community contain a conditional provision which, subject to certain exceptions described below, eliminates the liability of a director to the company or its

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shareholders for monetary damages for breach of the duty of care or any other duty as a director. This provision does not eliminate such liability to the extent the director engaged in willful misconduct or a knowing violation of criminal law or of any federal or state securities law, including, without limitation, laws proscribing insider trading or manipulation of the market for any security.

        The bylaws of First Community require the company to indemnify any person who was, is, or is threatened to be made a named defendant or respondent in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of service by such person as a director of the company or its subsidiary bank or any other corporation which he served as such at the request of the company. Except as noted in the next paragraph, directors are entitled to be indemnified against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the director in connection with the proceeding. Directors are also entitled to have the company advance any such expenses prior to final disposition of the proceeding, upon delivery of a written affirmation by the director of his good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay the amounts advanced if it is ultimately determined that the standard of conduct has not been met.

        Under the bylaws, indemnification will be disallowed if it is established that the director (i) appropriated, in violation of his duties, any business opportunity of the company, (ii) engaged in willful misconduct or a knowing violation of law, (iii) permitted any unlawful distribution, or (iv) derived an improper personal benefit. In addition to the bylaws, Section 33-8-520 of the South Carolina Business Corporation Act of 1988 (the "Corporation Act") requires that "a corporation indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding." The Corporation Act also provides that upon application of a director a court may order indemnification if it determines that the director is entitled to such indemnification under the applicable standard of the Corporation Act.

        The board of directors also has the authority to extend to officers, employees, and agents the same indemnification rights held by directors, subject to all of the accompanying conditions and obligations. The board of directors has extended or intends to extend indemnification rights to all of its executive officers.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling First Community pursuant to the provisions discussed above, First Community has been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

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INFORMATION ABOUT FIRST COMMUNITY CORPORATION

        First Community is a South Carolina corporation and is registered as a bank holding company with the Federal Reserve Board. First Community engages in a general banking business through its subsidiary, First Community Bank, N.A., a national banking association which commenced operations in August 1995. First Community's executive office is in Lexington, South Carolina. In addition to the main office, First Community Bank operates five other banking offices throughout Richland and Lexington counties in South Carolina. At March 31, 2004, First Community has total consolidated assets of approximately $220 million, total loans of approximately $127 million, and total deposits of approximately $187 million.

Available Information

        First Community's audited consolidated financial statements at December 31, 2003 and 2002, and for the years ended December 31, 2003, 2002, and 2001, information relating to executive compensation, various benefit plans, voting securities, and the principal holders of voting securities, relationships and related transactions, and other related matters about First Community are incorporated by reference into this joint proxy statement/prospectus from First Community's Form 10-KSB for the year ended December 31, 2003, a copy of which accompanies this joint proxy statement/prospectus. First Community's unaudited interim consolidated financial statements are incorporated by reference into this joint proxy statement/prospectus from First Community's quarterly report on Form 10-QSB for the quarter ended March 31, 2004, a copy of which accompanies this joint proxy statement/prospectus. A copy of First Community's Form 10-KSB for the year ended December 31, 2003 and its Form 10-QSB for the quarter ended March 31, 2004 will be provided without charge upon the request of any shareholder entitled to vote at the First Community special meeting or the DutchFork special meeting. Requests for copies should be directed to Joseph G. Sawyer, 5455 Sunset Blvd., Lexington, South Carolina 29072.


INFORMATION ABOUT DUTCHFORK BANCSHARES, INC.

        DutchFork Bancshares, Inc., headquartered in Newberry, South Carolina, was formed in February 2000 as the savings and loan holding company for Newberry Federal Savings Bank in connection with the conversion of Newberry Federal from mutual to stock form of ownership. DutchFork's sole business activity is the ownership of all of Newberry Federal's capital stock. DutchFork does not transact any material business other than through its subsidiary, Newberry Federal. DutchFork is subject to the regulation of the Office of Thrift Supervision and the Securities and Exchange Commission.

Available Information

        DutchFork's audited consolidated financial statements at September 30, 2003 and 2002, and for the years ended September 30, 2003 and 2002, information relating to executive compensation, various benefit plans, voting securities, and the principal holders of voting securities, relationships and related transactions, and other related matters about DutchFork are incorporated by reference into this joint proxy statement/prospectus from DutchFork's 2003 Annual Report to Stockholders, a copy of which accompanies this joint proxy statement/prospectus. DutchFork's unaudited interim consolidated financial statements are incorporated by reference into this joint proxy statement/prospectus from DutchFork's quarterly report on Form 10-QSB for the quarter ended March 31, 2004, a copy of which accompanies this joint proxy statement/prospectus. A copy of DutchFork's 2003 Annual Report for the year ended September 30, 2003 and its Form 10-QSB for the quarter ended March 31, 2004 will be provided without charge upon the request of any shareholder entitled to vote at the DutchFork special meeting or the First Community special meeting. Requests for copies should be directed to Steve P. Sligh, Executive Vice President and Chief Executive Officer, 1735 Wilson Road, Newberry, South Carolina 29108.

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LEGAL MATTERS

        The validity of the shares of First Community common stock to be issued in connection with the merger will be passed upon for First Community by Nelson Mullins Riley & Scarborough, L.L.P., Greenville, South Carolina. In addition, Nelson Mullins Riley & Scarborough, L.L.P. will deliver an opinion concerning federal income tax consequences of the merger.


EXPERTS

        The consolidated financial statements of First Community as of December 31, 2003 and 2002 and for each of the years in the three-year period ended December 31, 2003 have been incorporated by reference herein in reliance on the report of Clifton D. Bodiford, CPA, given on his authority as an expert in accounting and auditing.

        The financial statements of DutchFork as of September 30, 2003 and 2002 and for the years then ended have been incorporated by reference herein in reliance on the report of Clifton D. Bodiford, CPA, given on his authority as an expert in accounting and auditing.


WHERE YOU CAN FIND MORE INFORMATION

        First Community filed a registration statement on Form S-4 to register the issuance of First Community common stock to DutchFork shareholders in the merger. This joint prospectus/proxy statement is a part of that registration statement and constitutes a prospectus of First Community and a proxy statement of each of First Community and DutchFork for their respective special meetings. As allowed by SEC rules, this joint proxy statement/prospectus does not contain all the information you can find in the registration statement or the exhibits to the registration statement.

        First Community and DutchFork file reports, proxy statements, and other information with the SEC. You may read and copy any reports, statements, or other information that First Community and DutchFork files at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at l-800-SEC-0330 for further information on the SEC's public reference room. First Community's and DutchFork's public filings are also available to the public from commercial document retrieval services and at the Internet World Wide Website maintained by the SEC at http://www.sec.gov.

        The SEC allows us to "incorporate by reference" information into this joint proxy statement/prospectus. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this document, except for any information superseded by information contained directly in this document. This joint proxy statement/prospectus incorporates by reference the following documents:

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        When deciding how to cast your vote, you should rely only on the information contained or incorporated by reference in this joint proxy statement/prospectus. We have not authorized anyone to provide you with information that is different from what is contained in this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated                        , 2004. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date, and neither the mailing of the joint proxy statement/prospectus to shareholders nor the issuance of First Community common stock shall create any implication to the contrary.

        This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this joint proxy statement/prospectus, or the solicitation of a proxy, in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer, solicitation of an offer or proxy solicitation in such jurisdiction. Neither the delivery of this joint proxy statement/prospectus nor any distribution of securities pursuant to this joint proxy statement/prospectus, under any circumstances, creates any implication that there has been no change in the information set forth or incorporated into this joint proxy statement/prospectus by reference or in our affairs since the date of this joint proxy statement/prospectus. The information contained in this joint proxy statement/prospectus with respect to First Community was provided by First Community and the information contained in this joint proxy statement/prospectus with respect to DutchFork was provided by DutchFork.

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Appendix A




AGREEMENT AND PLAN OF MERGER

DATED AS OF APRIL 12, 2004

BY AND BETWEEN

FIRST COMMUNITY CORPORATION

AND

DUTCHFORK BANCSHARES,  INC.



April 12, 2004


TABLE OF CONTENTS

 
   
  Page No.
Introductory Statement   1
ARTICLE I   DEFINITIONS   1
ARTICLE II   THE MERGER   5
  2.1   The Merger   5
  2.2   Closing   5
  2.3   Effective Time   5
  2.4   Effects of the Merger   6
  2.5   Effect on Outstanding Shares of DFBS Common Stock   6
  2.6   Election and Proration Procedures.   6
  2.7   Exchange Procedures   9
  2.8   Effect on Outstanding Shares of FCCO Common Stock   10
  2.9   Directors of the Surviving Corporation after the Effective Time   10
  2.10   Certificate of Incorporation and Bylaws   11
  2.11   Treatment of Stock Options   11
  2.12   Dissenters' Rights   11
  2.13   Bank Merger   12
  2.14   Alternative Structure   12
  2.15   Company Restricted Shares   12
ARTICLE III   REPRESENTATIONS AND WARRANTIES   12
  3.1   Disclosure Letters   12
  3.2   Representations and Warranties of DFBS   13
  3.3   Representations and Warranties of FCCO   25
ARTICLE IV   CONDUCT PENDING THE MERGER   34
  4.1   Forbearances by DFBS   34
  4.2   Forbearances by FCCO   36
ARTICLE V   COVENANTS   37
  5.1   Acquisition Proposals   37
  5.2   Certain Policies and Actions of DFBS   38
  5.3   Access and Information   38
  5.4   Applications; Consents   39
  5.5   Antitakeover Provisions   39
  5.6   Additional Agreements   39
  5.7   Publicity   40
  5.8   Stockholder Meetings   40
  5.9   Registration of FCCO Common Stock   41
  5.10   Affiliate Letters   41
  5.11   Notification of Certain Matters   42
  5.12   Employees, Directors and Officers   42
  5.13   Indemnification   44
  5.14   Section 16 Matters   45
  5.15   Board of Directors   45
  5.16   Financial Ability   45
ARTICLE VI   CONDITIONS TO CONSUMMATION   46
  6.1   Conditions to Each Party's Obligations   46
  6.2   Conditions to the Obligations of FCCO   47
  6.3   Conditions to the Obligations of DFBS   48
         

i


ARTICLE VII   TERMINATION   48
  7.1   Termination   48
  7.2   DFBS Termination Fee   50
  7.3   Effect of Termination   50
ARTICLE VIII   CERTAIN OTHER MATTERS   50
  8.1   Interpretation   50
  8.2   Survival   51
  8.3   Waiver; Amendment   51
  8.4   Counterparts   51
  8.5   Governing Law   51
  8.6   Expenses   51
  8.7   Notices   51
  8.8   Entire Agreement; etc.   52
  8.9   Successors and Assigns; Assignment   52

ii


EXHIBITS

  Exhibit A   Form of Voting Agreement
  Exhibit B   Form of Non-Competition Agreement
  Exhibit C   Plan of Bank Merger
  Exhibit D   Form of Affiliate Letter
  Exhibit E   Employment, Consulting, and Non-Compete Agreement with J. Thomas Johnson
  Exhibit F   Employment, Consulting, and Non-Compete Agreement with Steve P. Sligh
  Exhibit G   Termination and Release Agreement

iii


Agreement and Plan of Merger

        This is an Agreement and Plan of Merger, dated as of the 12th day of April, 2004 ("Agreement"), by and between First Community Corporation, a South Carolina corporation ("FCCO"), and DutchFork Bancshares, Inc., a Delaware corporation ("DFBS").

Introductory Statement

        The Board of Directors of each of FCCO and DFBS (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and in the best interests of FCCO or DFBS, as the case may be, and in the best long-term interests of the stockholders of FCCO or DFBS, as the case may be, and (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies.

        The parties hereto intend that the Merger as defined herein shall qualify as a reorganization under the provisions of Section 368(a) of the IRC for federal income tax purposes.

        FCCO and DFBS each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions.

        As a condition and inducement to FCCO's willingness to enter into this Agreement, each of the members of the Board of Directors of DFBS has entered into (a) an agreement dated as of the date hereof in the form of Exhibit A pursuant to which he will vote his shares of DFBS Common Stock in favor of this Agreement and the transactions contemplated hereby and (b) a Non-Competition Agreement dated as of the date hereof in the form of Exhibit B.

        In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

ARTICLE I
DEFINITIONS

        The following terms are defined in this Agreement in the Section indicated:

Defined Term

  Location of Definition
Articles of Merger   Section 2.3
Bank Merger   Section 2.13
Cash Consideration   Section 2.5(a)
Cash Election   Section 2.6(b)
Cash Election Shares   Section 2.6(b)
Cash Proration Factor   Section 2.6(e)(i)(B)(1)
Certificate(s)   Section 2.6(c)
Certificate Amendment   Section 3.3(c)(v)
Certificate of Merger   Section 2.3
Closing   Section 2.2
Closing Date   Section 2.2
Continuing Employee   Section 5.12(a)
Converted Options   Section 2.11(a)
Determination Date   Article I
Disclosure Letter   Section 3.1
Dissenters' Shares   Section 2.12
     

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Effective Time   Section 2.3
Election Deadline   Section 2.6(c)
Election Form   Section 2.6(a)
Exchange Agent   Section 2.6(c)
Exchange Ratio   Section 2.5(a)
Newberry Federal   Section 2.13
DFBS   Preamble
DFBS Employee Plans   Section 3.2(r)(i)
DFBS Option   Section 2.11(a)
DFBS Pension Plan   Section 3.2(r)(iii)
DFBS Qualified Plan   Section 3.2(r)(iv)
DFBS's D&O Policy   Section 5.13(c)
DFBS's Reports   Section 3.2(g)
DFBS Stockholder Meeting   Section 5.8(a)
Indemnified Party   Section 5.13(a)
Joint Proxy Statement-Prospectus   Section 5.9(a)
Letter of Transmittal   Section 2.7(a)
Mailing Date   Section 2.6(a)
Merger   Section 2.1
Merger Consideration   Section 2.5(a)
Mixed Election   Section 2.6(b)
Non-Election   Section 2.6(b)
Non-Election Proration Factor   Section 2.6(e)(ii)(A)(2)
Non-Election Shares   Section 2.6(b)
Premium Multiple   Section 5.13(c)
First Community   Section 2.13
Registration Statement   Section 5.9(a)
Representative   Section 2.6(b)
Shortfall Number   Section 2.6(e)(ii)
Stock Consideration   Section 2.5(a)
Stock Conversion Number   Section 2.6(d)
Stock Election   Section 2.6(b)
Stock Election Shares   Section 2.6(b)
Stock Proration Factor   Section 2.6(e)(ii)(B)(2)
Surviving Corporation   Section 2.1
FCCO   Preamble
FCCO Stockholder Meeting   Section 5.8(b)
FCCO's Reports   Section 3.3(g)

        In addition, for purposes of this Agreement:

2


3


4


ARTICLE II
THE MERGER

        2.1    The Merger.    Upon the terms and subject to the conditions set forth in this Agreement, DFBS will merge with and into FCCO ("Merger") at the Effective Time. At the Effective Time, the separate corporate existence of DFBS shall cease. FCCO shall be the surviving corporation (hereinafter sometimes referred to in such capacity as the "Surviving Corporation") in the Merger and shall continue to be governed by the SCBCA and its name and separate corporate existence, with all of its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger.

        2.2    Closing.    The closing of the Merger (the "Closing") will take place in the offices of Nelson Mullins Riley & Scarborough, LLP, Poinsett Plaza, Suite 900, 104 South Main Street, Greenville, South Carolina at 10:00 a.m. on the date designated by FCCO within 5 business days following satisfaction or waiver of the conditions to Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing), or such later date as the parties may otherwise agree (the "Closing Date").

        2.3    Effective Time.    In connection with the Closing, FCCO shall duly execute and deliver (a) a certificate of merger (the "Certificate of Merger") to the Delaware Secretary of State for filing pursuant to the DGCL and (b) articles of merger (the "Articles of Merger") to the South Carolina Secretary of State for filing pursuant to the SCBCA. The parties will make all other filings or recordings required under the DGCL and the SCBCA. The Merger shall become effective at such time as the Articles of Merger is duly filed with the South Carolina Secretary of State or at such later date

5



or time as FCCO and DFBS agree and specify in the Certificate of Merger and the Articles of Merger (the date and time the Merger becomes effective being the "Effective Time").

        2.4    Effects of the Merger.    The Merger will have the effects set forth in the DGCL and the SCBCA. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, FCCO shall possess all of the properties, rights, privileges, powers and franchises of DFBS and be subject to all of the debts, liabilities and obligations of DFBS.

        2.5    Effect on Outstanding Shares of DFBS Common Stock.    

        2.6    Election and Proration Procedures.    

6


7


8


        2.7    Exchange Procedures.    

9


        2.8    Effect on Outstanding Shares of FCCO Common Stock.    At and after the Effective Time, each share of FCCO Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

        2.9    Directors of the Surviving Corporation after the Effective Time.    Subject to Section 5.15, immediately after the Effective Time, until their respective successors are duly elected or appointed

10



and qualified, the directors of the Surviving Corporation shall consist of the directors of FCCO serving immediately prior to the Effective Time.

        2.10    Articles of Incorporation and Bylaws.    The articles of incorporation of FCCO, as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law. The bylaws of FCCO, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

        2.11    Treatment of Stock Options.    

        2.12    Dissenters' Rights.    Notwithstanding any other provision of this Agreement to the contrary, shares of DFBS Common Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who properly shall have demanded payment for such shares in accordance with the DGCL (collectively, the "Dissenters' Shares") shall not be converted into or represent the right to receive the Merger Consideration. Such stockholders instead shall be entitled to receive payment of the fair value of such shares held by them in accordance with the provisions of the DGCL, except that all Dissenters' Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or

11


otherwise lost their rights to payment of such shares under the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.7 of the DFBS Certificate or DFBS Certificates that, immediately prior to the Effective Time, evidenced such shares. DFBS shall give FCCO (i) prompt notice of any written demands for payment of any shares of DFBS Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by DFBS relating to stockholders' rights of dissent, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands under the DGCL consistent with the obligations of DFBS thereunder. DFBS shall not, except with the prior written consent of FCCO, (x) make any payment with respect to such demand, (y) offer to settle or settle any demand for payment, or (z) waive any failure to timely deliver a written demand for payment or timely take any other action to perfect dissenters rights in accordance with the DGCL.

        2.13    Bank Merger.    Concurrently with or as soon as practicable after the execution and delivery of this Agreement, First Community Bank, National Association ("First Community"), a wholly owned subsidiary of FCCO, and Newberry Federal ("Newberry Federal"), a wholly owned subsidiary of DFBS, shall enter into the Plan of Bank Merger, in the form attached hereto as Exhibit C, pursuant to which Newberry Federal will merge with and into First Community (the "Bank Merger"). The Plan of Bank Merger shall provide that the directors of First Community as the surviving entity of the Bank Merger shall be (a) all the directors of First Community serving immediately prior to the Bank Merger and (b) two additional persons who shall become directors of First Community in accordance with Section 5.15. The parties intend that the Bank Merger will become effective simultaneously with or immediately following the Effective Time.

        2.14    Alternative Structure.    Notwithstanding anything to the contrary contained in this Agreement, prior to the Effective Time, FCCO may specify that the structure of the transactions contemplated by this Agreement be revised and the parties shall enter into such alternative transactions as FCCO may determine to effect the purposes of this Agreement; provided, however, that such revised structure shall not (i) alter or change the amount or kind of the Merger Consideration, (ii) change the intended federal income tax consequences of the transactions contemplated by this Agreement, or (iii) materially impede or delay the receipt of any regulatory approval referred to in, or the consummation of the transactions contemplated by, this Agreement. In the event that FCCO elects to make such a revision, the parties agree to execute appropriate documents to reflect the revised structure.

        2.15    Company Restricted Shares.    At the Effective Time, each unvested restricted share of DFBS Common Stock granted under the DFBS 2001 Stock-Based Incentive Plan (each a "DFBS Restricted Share"), which is outstanding immediately prior to the Effective Time, shall vest and become free of restrictions to the extent provided by the terms thereof. Each holder of a DFBS Restricted Share shall have the same rights to receive the Merger Consideration as are provided to other holders of DFBS Common Stock as provided in this Agreement.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

        3.1    Disclosure Letter.    Prior to the execution and delivery of this Agreement, FCCO and DFBS have each delivered to the other a letter (each, its "Disclosure Letter") setting forth in reasonable detail, among other things, facts, circumstances and events the disclosure of which is required or appropriate in relation to any or all of their respective representations and warranties (and making specific reference to the Section of this Agreement to which they relate). Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless

12


the representation or warranty has to do with the existence of the document or other item itself). The mere inclusion of a fact, circumstance or event in a Disclosure Letter shall not be deemed an admission by a party that such item represents a material exception or that it is reasonably likely to result in a Material Adverse Effect.

        3.2    Representations and Warranties of DFBS.    DFBS represents and warrants to FCCO that, except as disclosed in DFBS's Disclosure Letter:

13


14


15


16


17


18


19


20


21


22


23


24


        3.3    Representations and Warranties of FCCO.    FCCO represents and warrants to DFBS that, except as set forth in FCCO's Disclosure Letter:

25


26


27


28


29


30


31


32


33


ARTICLE IV
CONDUCT PENDING THE MERGER

        4.1    Forbearances by DFBS.    Except as expressly contemplated or permitted by this Agreement or as to the extent required by GAAP, law or regulation or any Governmental Entity, during the period from the date of this Agreement to the Effective Time, DFBS shall not, nor shall DFBS permit any of its Subsidiaries to, without the prior written consent of FCCO, which consent shall not be unreasonably withheld:

34


35


        Any request by DFBS or response thereto by FCCO shall be made in accordance with the notice provisions of Section 8.7 and shall note that it is a request pursuant to this Section 4.1.

        4.2    Forbearances by FCCO.    Except as expressly contemplated or permitted by this Agreement, during the period from the date of this Agreement to the Effective Time, FCCO shall not, nor shall FCCO permit any of its Subsidiaries to, without the prior written consent of DFBS:

36


ARTICLE V
COVENANTS

        5.1    Acquisition Proposals.    

37


        5.2    Certain Policies and Actions of DFBS.    At the request of FCCO, DFBS shall cause Newberry Federal to modify and change its loan, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) and investment and asset/liability management policies and practices so as to be consistent with those of First Community; provided, however, that DFBS shall not be required to take such action prior to the date on which the conditions set forth in Sections 6.1(a), (b), and (e) have been satisfied, and until after receipt of written confirmation from FCCO that it is not aware of any fact or circumstance that would prevent completion of the Merger, and provided further, that such policies and procedures are not prohibited by GAAP or any applicable laws and regulations. DFBS's representations, warranties and covenants contained in this Agreement shall not be deemed to be untrue or breached in any respect for any purpose as a consequence of any modifications or changes undertaken solely on account of this Section 5.2.

        5.3    Access and Information.    

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        5.4    Applications; Consents.    

        5.5    Antitakeover Provisions.    DFBS and its Subsidiaries shall take all steps required by any relevant federal or state law or regulation or under any relevant agreement or other document to exempt or continue to exempt FCCO, First Community, the Agreement, the Plan of Bank Merger and the Merger from any provisions of an antitakeover nature in DFBS's or its Subsidiaries' certificate of incorporation and bylaws, or similar organizational documents, and the provisions of any federal or state antitakeover laws.

        5.6    Additional Agreements.    Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all reasonable efforts to take promptly, or cause to be taken promptly, all actions and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as expeditiously as possible, including using efforts to obtain all necessary actions or non-actions, extensions, waivers, consents and approvals from all applicable Governmental Entities, effecting all necessary registrations, applications and filings (including, without limitation, filings under any applicable state securities laws) and obtaining any required contractual consents and regulatory approvals.

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        5.7    Publicity.    The initial press release announcing this Agreement shall be a joint press release and thereafter DFBS and FCCO shall consult with each other prior to issuing any press releases or otherwise making public statements with respect to the Merger and any other transaction contemplated hereby and in making any filings with any Governmental Entity or with any national securities exchange or market with respect thereto; provided, however, that nothing in this Section 5.7 shall be deemed to prohibit any party from making any disclosure which its counsel deems necessary in order to satisfy such party's disclosure obligations imposed by law.

        5.8    Stockholder Meetings.    

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        5.9    Registration of FCCO Common Stock.    

        5.10    Affiliate Letters.    DFBS shall use its best efforts to cause each director, executive officer and other person who is an "affiliate" of DFBS under Rule 145 of the Securities Act to deliver to

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FCCO as soon as practicable and prior to the mailing of the Joint Proxy Statement-Prospectus executed letter agreements, each substantially in the form attached hereto as Exhibit D, providing that such person will comply with Rule 145.

        5.11    Notification of Certain Matters.    Each party shall give prompt notice to the other of: (i) any event or notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default, received by it or any of its Subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract material to the financial condition, properties, businesses or results of operations of each party and its Subsidiaries taken as a whole to which each party or any Subsidiary is a party or is subject; and (ii) any event, condition, change or occurrence which individually or in the aggregate has, or which, so far as reasonably can be foreseen at the time of its occurrence, is reasonably likely to result in a Material Adverse Effect. Each of DFBS and FCCO shall give prompt notice to the other party of any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with any of the transactions contemplated by this Agreement.

        5.12    Employees, Directors and Officers, and Employee Benefit Plans.    

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        5.13    Indemnification.    

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        5.14    Section 16 Matters.    Prior to the Effective Time, DFBS and FCCO shall take all such steps as may be required to cause any dispositions of DFBS Common Stock (including derivative securities with respect to DFBS Common Stock) or acquisitions of FCCO Common Stock resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to DFBS to be exempt under Rule 16b-3 promulgated under the Exchange Act. DFBS agrees to promptly furnish FCCO with all requisite information necessary for FCCO to take the actions contemplated by this Section 5.14.

        5.15    Board of Directors.    FCCO and First Community shall take all action necessary to appoint Messrs. Johnson and Sligh to the Boards of Directors of FCCO and First Community, effective immediately following the Effective Time. The current three outside directors, James E. Wiseman, Jr., Robert E. Livingston, III, and Robert W. Owen, of the DFBS Board of Directors shall be appointed to the Newberry Advisory Board. The amount of the board advisory fees will be determined in good faith by the parties.

        5.16    Financial Ability.    On the Effective Date and through the date of payment of the aggregate amount of cash payable pursuant to Article II hereof, FCCO or First Community will have all funds necessary to consummate the Merger and pay the aggregate amount of cash to be paid to the holders

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of DFBS Common Stock pursuant to Article II hereof. Each of FCCO and First Community is, and immediately following completion of the Merger and the Bank Merger will be, in compliance with all capital requirements applicable to it.

ARTICLE VI
CONDITIONS TO CONSUMMATION

        6.1    Conditions to Each Party's Obligations.    The respective obligations of each party to effect the Merger shall be subject to the satisfaction of the following conditions:

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        6.2    Conditions to the Obligations of FCCO.    The obligations of FCCO to effect the Merger shall be further subject to the satisfaction of the following additional conditions, any one or more of which may be waived by FCCO:

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        6.3    Conditions to the Obligations of DFBS.    The obligations of DFBS to effect the Merger shall be further subject to the satisfaction of the following additional conditions, any one or more of which may be waived by DFBS:

ARTICLE VII
TERMINATION

        7.1    Termination.    This Agreement may be terminated, and the Merger abandoned, at any time prior to the Effective Time, by action taken or authorized by the Board of Directors of the terminating party, either before or after any requisite stockholder approval:

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        7.2    DFBS Termination Fee.    

        7.3    Effect of Termination.    In the event of termination of this Agreement by either FCCO or DFBS as provided in Section 7.1, this Agreement shall forthwith become void and, subject to Section 7.2, have no effect, and there shall be no liability on the part of any party hereto or their respective officers and directors, except that (i) Sections 5.3(c), 7.2 and 8.6 shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary contained in this Agreement, no party shall be relieved or released from any liabilities or damages arising out of its willful breach of any provision of this Agreement.

ARTICLE VIII
CERTAIN OTHER MATTERS

        8.1    Interpretation.    When a reference is made in this Agreement to Sections or Exhibits such reference shall be to a Section of, or Exhibit to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for ease of reference only and shall not affect the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed followed by the words "without limitation." Any singular term in this Agreement shall be deemed to include the plural, and any plural

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term the singular. Any reference to gender in this Agreement shall be deemed to include any other gender.

        8.2    Survival.    Only those agreements and covenants of the parties that are by their terms applicable in whole or in part after the Effective Time, including Section 5.13 of this Agreement, shall survive the Effective Time. All other representations, warranties, agreements and covenants shall be deemed to be conditions of the Agreement and shall not survive the Effective Time.

        8.3    Waiver; Amendment.    Prior to the Effective Time, any provision of this Agreement may be: (i) waived in writing by the party benefited by the provision or (ii) amended or modified at any time (including the structure of the transaction) by an agreement in writing between the parties hereto except that, after the vote by the stockholders of DFBS, no amendment or modification may be made that would reduce the amount or alter or change the kind of consideration to be received by holders of DFBS Common Stock, or that would contravene any provision of the SCBCA, the DGCL or the federal banking laws, rules and regulations.

        8.4    Counterparts.    This Agreement may be executed in counterparts each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same instrument.

        8.5    Governing Law.    This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of South Carolina, without regard to conflicts of laws principles.

        8.6    Expenses.    Each party hereto will bear all expenses incurred by it in connection with this Agreement and the transactions contemplated hereby.

        8.7    Notices.    All notices, requests, acknowledgments and other communications hereunder to a party shall be in writing and shall be deemed to have been duly given when delivered by hand, overnight courier or facsimile transmission (confirmed in writing) to such party at its address or facsimile number set forth below or such other address or facsimile transmission as such party may specify by notice (in accordance with this provision) to the other party hereto.

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        8.8    Entire Agreement; etc.    This Agreement, together with the Disclosure Letters, represents the entire understanding of the parties hereto with reference to the transactions contemplated hereby and supersedes any and all other oral or written agreements heretofore made. All terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except for Section 5.13, which confers rights on the parties described therein, nothing in this Agreement is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

        8.9    Successors and Assigns; Assignment.    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that this Agreement may not be assigned by either party hereto without the written consent of the other party.

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        In Witness Whereof, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first above written.

    First Community Corporation

 

 

By:

 

/s/  
MICHAEL C. CRAPPS      
Michael C. Crapps
President and Chief Executive Officer

 

 

DutchFork Bancshares, Inc.

 

 

By:

 

/s/  
J. THOMAS JOHNSON      
J. Thomas Johnson
President and Chief Executive Officer

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Appendix B


TITLE 33. CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS
CHAPTER 13. DISSENTERS' RIGHTS
ARTICLE 1. RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES
S.C. Code Ann. § 33-13-101 (2002)

§ 33-13-101.    Definitions.    

        In this chapter:

§ 33-13-102.    Right to dissent.    

        (A)  A shareholder is entitled to dissent from, and obtain payment of the fair value of, his shares in the event of any of the following corporate actions:


        (B)  Notwithstanding subsection (A), no dissenters' rights under this section are available for shares of any class or series of shares which, at the record date fixed to determine shareholders entitled to receive notice of a vote at the meeting of shareholders to act upon the agreement of merger or exchange, were either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.

§ 33-13-103.    Dissent by nominees and beneficial owners.    

        (a)   A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf he asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares to which he dissents and his other shares were registered in the names of different shareholders.

        (b)   A beneficial shareholder may assert dissenters' rights as to shares held on his behalf only if he dissents with respect to all shares of which he is the beneficial shareholder or over which he has power to direct the vote. A beneficial shareholder asserting dissenters' rights to shares held on his behalf shall notify the corporation in writing of the name and address of the record shareholder of the shares, if known to him.

§ 33-13-200.    Notice of dissenters' rights.    

        (a)   If proposed corporate action creating dissenters' rights under Section 33-13-102 is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this chapter and be accompanied by a copy of this chapter.

        (b)   If corporate action creating dissenters' rights under Section 33-13-102 is taken without a vote of shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in Section 33-13-220.

§ 33-13-210.    Notice of intent to demand payment.    

        (a)   If proposed corporate action creating dissenters' rights under Section 33-13-102 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights (1) must give to the corporation before the vote is taken written notice of his intent to demand payment for his shares if the proposed action is effectuated and (2) must not vote his shares in favor of the proposed action. A vote in favor of the proposed action cast by the holder of a proxy solicited by the corporation shall not disqualify a shareholder from demanding payment for his shares under this chapter.

        (b)   A shareholder who does not satisfy the requirements of subsection (a) is not entitled to payment for his shares under this chapter.



§ 33-13-220.    Dissenters' notice.    

        (a)   If proposed corporate action creating dissenters' rights under Section 33-13-102 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of Section 33-13-210(a).

        (b)   The dissenters' notice must be delivered no later than ten days after the corporate action was taken and must:

§ 33-13-230.    Shareholders' payment demand.    

        (a)   A shareholder sent a dissenters' notice described in Section 33-13-220 must demand payment, certify whether he (or the beneficial shareholder on whose behalf he is asserting dissenters' rights) acquired beneficial ownership of the shares before the date set forth in the dissenters' notice pursuant to Section 33-13-220(b)(3), and deposit his certificates in accordance with the terms of the notice.

        (b)   The shareholder who demands payment and deposits his share certificates under subsection (a) retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action.

        (c)   A shareholder who does not comply substantially with the requirements that he demand payment and deposit his share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for his shares under this chapter.

§ 33-13-240.    Share restrictions.    

        (a)   The corporation may restrict the transfer of uncertificated shares from the date the demand for payment for them is received until the proposed corporate action is taken or the restrictions are released under Section 33-13-260.

        (b)   The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are canceled or modified by the taking of the proposed corporate action.

§ 33-13-250.    Payment.    

        (a)   Except as provided in Section 33-13-270, as soon as the proposed corporate action is taken, or upon receipt of a payment demand, the corporation shall pay each dissenter who substantially complied with Section 33-13-230 the amount the corporation estimates to be the fair value of his shares, plus accrued interest.

        (b)   The payment must be accompanied by:


§ 33-13-260.    Failure to take action.    

        (a)   If the corporation does not take the proposed action within sixty days after the date set for demanding payment and depositing share certificates, the corporation, within the same sixty-day period, shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.

        (b)   If, after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters' notice under Section 33-13-220 and repeat the payment demand procedure.

§ 33-13-270.    After-acquired shares.    

        (a)   A corporation may elect to withhold payment required by section 33-13-250 from a dissenter as to any shares of which he (or the beneficial owner on whose behalf he is asserting dissenters' rights) was not the beneficial owner on the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action, unless the beneficial ownership of the shares devolved upon him by operation of law from a person who was the beneficial owner on the date of the first announcement.

        (b)   To the extent the corporation elects to withhold payment under subsection (a), after taking the proposed corporate action, it shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of his demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the fair value and interest were calculated, and a statement of the dissenter's right to demand additional payment under Section 33-13-280.

§ 33-13-280.    Procedure if shareholder dissatisfied with payment or offer.    

        (a)   A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and amount of interest due and demand payment of his estimate (less any payment under Section 33-13-250) or reject the corporation's offer under Section 33-13-270 and demand payment of the fair value of his shares and interest due, if the:

        (b)   A dissenter waives his right to demand additional payment under this section unless he notifies the corporation of his demand in writing under subsection (a) within thirty days after the corporation made or offered payment for his shares.


§ 33-13-300.    Court action.    

        (a)   If a demand for additional payment under Section 33-13-280 remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the demand for additional payment and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.

        (b)   The corporation shall commence the proceeding in the circuit court of the county where the corporation's principal office (or, if none in this State, its registered office) is located. If the corporation is a foreign corporation without a registered office in this State, it shall commence the proceeding in the county in this State where the principal office (or, if none in this State, the registered office) of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located.

        (c)   The corporation shall make all dissenters (whether or not residents of this State) whose demands remain unsettled parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication, as provided by law.

        (d)   The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint persons as appraisers to receive evidence and recommend decisions on the question of fair value. The appraisers have the powers described in the order appointing them or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.

        (e)   Each dissenter made a party to the proceeding is entitled to judgment for the amount, if any, by which the court finds the fair value of his shares, plus interest, exceeds the amount paid by the corporation.

§ 33-13-310.    Court costs and counsel fees.    

        (a)   The court in an appraisal proceeding commenced under Section 33-13-300 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under Section 33-13-280.

        (b)   The court also may assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:

        (c)   If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to these counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.

        (d)   In a proceeding commenced by dissenters to enforce the liability under Section 33-13-300(a) of a corporation that has failed to commence an appraisal proceeding within the sixty-day period, the court shall assess the costs of the proceeding and the fees and expenses of dissenters' counsel against the corporation and in favor of the dissenters.



Appendix C

TITLE 8
Corporations
CHAPTER 1. GENERAL CORPORATION LAW
Subchapter IX. Merger, Consolidation or Conversion

§ 262. Appraisal rights

        (a)   Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder's shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

        (b)   Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 257, § 258, § 263 or § 264 of this title:


        (c)   Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.

        (d)   Appraisal rights shall be perfected as follows:


        (e)   Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) hereof and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder shall have the right to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder's written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) hereof, whichever is later.

        (f)    Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

        (g)   At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.

        (h)   After determining the stockholders entitled to an appraisal, the Court shall appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. In determining the fair rate of interest, the Court may consider all relevant factors, including the rate of interest which the surviving or resulting corporation would have had to pay to borrow money during the pendency of the proceeding. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, permit discovery or other pretrial proceedings and may proceed to trial upon the appraisal prior to the final determination of the stockholder entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder's certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.



        (i)    The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Interest may be simple or compound, as the Court may direct. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

        (j)    The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

        (k)   From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder's demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just.

        (l)    The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

(8 Del. C. 1953, § 262; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 24; 57 Del. Laws, c. 148, §§ 27-29; 59 Del. Laws, c. 106, § 12; 60 Del. Laws, c. 371, §§ 3-12; 63 Del. Laws, c. 25, § 14; 63 Del. Laws, c. 152, §§ 1, 2; 64 Del. Laws, c. 112, §§ 46-54; 66 Del. Laws, c. 136, §§ 30-32; 66 Del. Laws, c. 352, § 9; 67 Del. Laws, c. 376, §§ 19, 20; 68 Del. Laws, c. 337, §§ 3, 4; 69 Del. Laws, c. 61, § 10; 69 Del. Laws, c. 262, §§ 1-9; 70 Del. Laws, c. 79, § 16; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 299, §§ 2, 3; 70 Del. Laws, c. 349, § 22; 71 Del. Laws, c. 120, § 15; 71 Del. Laws, c. 339, §§ 49-52; 73 Del. Laws, c. 82, § 21.)




Appendix D

     , 2004

Board of Directors
First Community Corporation
5455 Sunset Boulevard
Lexington, SC 29072

Members of the Board:

        First Community Corporation ("First Community") entered into an Agreement and Plan of Merger ("the Agreement") with DutchFork Bancshares, Inc. ("DutchFork") as of April 12, 2004, whereby DutchFork will merge with and into First Community (the "Merger").

        You have requested our opinion with respect to the fairness, from a financial point of view, to the holders of the common stock (the "Stockholders") of First Community of the consideration to be paid in the Merger as defined in the Agreement (the "Merger Consideration"). Our opinion is as of the date hereof.

        In conducting our analysis and arriving at our opinion as expressed herein, we have considered, reviewed and analyzed financial and other information and materials that we have deemed appropriate under the circumstances, and among other things:


        In our review and analysis, we have assumed and relied upon the accuracy and completeness of all of the financial and other information provided to us, or that is publicly available, and have not attempted independently to verify nor assumed responsibility for verifying any such information. With respect to the financial projections, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of First Community or DutchFork, as the case may be, and we express no opinion with respect to such forecasts or the assumptions on which they are based. We have not made or obtained or assumed any responsibility for making or obtaining any independent evaluations or appraisals of any of the assets, including loans, properties and facilities, or liabilities of First Community or DutchFork.

        Our opinion is based upon conditions as they exist and can be evaluated on the date hereof. Our opinion expressed below does not imply any conclusion as to the likely trading range for any common stock following the consummation of the Merger, which may vary depending upon, among other factors, changes in interest rates, dividend rates, market conditions, general economic conditions and factors that generally influence the price of securities. Our opinion does not address First Community's underlying business decision to effect the Merger. Our opinion is directed only to the fairness, from a financial point of view, of the Merger Consideration and does not constitute a recommendation concerning how holders of First Community's common stock should vote with respect to the Agreement. Orr Investments, Inc. will receive a fee from First Community for delivery of this fairness opinion.

        In rendering our opinion we have assumed that in the course of obtaining the necessary regulatory approvals for the Merger, no restrictions will be imposed that would have a material adverse affect on the contemplated benefits of the Merger to First Community following the Merger.

        Subject to the foregoing, it is our opinion that, as of the date hereof, the Merger Consideration is fair to the Stockholders from a financial point of view.

Very truly yours,

Orr Investments, Inc.




Appendix E

                        , 2004

Board of Directors
DutchFork Bancshares, Inc.
1735 Wilson Road
Newberry, South Carolina 29108

Ladies and Gentlemen:

        DutchFork Bancshares, Inc. ("DutchFork") and First Community Corporation ("First Community") have entered into an Agreement and Plan of Merger, dated as of April 12, 2004 (the "Agreement"), pursuant to which DutchFork will be merged with and into First Community (the "Merger"). Under the terms of the Agreement, upon consummation of the Merger, each share of DutchFork common stock, par value $0.01 per share, issued and outstanding immediately prior to the Merger (the "DutchFork Shares"), other than certain shares specified in the Agreement, will be converted into the right to receive, at the election of the holder thereof, either (a) $42.75 in cash without interest, or (b) 1.78125 shares (the "Exchange Ratio") of First Community common stock, par value $1.00 per share, subject to the election and proration procedures set forth in the Agreement which provide generally, among other things, that 60% of the DutchFork Shares shall be converted into First Community common stock and 40% shall be converted into cash (the "Merger Consideration"). The Exchange Ratio is subject to adjustment under certain circumstances as set forth in the Agreement. The terms and conditions of the Merger are more fully set forth in the Agreement. You have requested our opinion as to the fairness, from a financial point of view, of the Merger Consideration to the holders of DutchFork Shares.

        Sandler O'Neill & Partners, L.P., as part of its investment banking business, is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions. In connection with this opinion, we have reviewed, among other things: (i) the Agreement; (ii) certain publicly available financial statements and other historical financial information of DutchFork that we deemed relevant; (iii) certain publicly available financial statements and other historical financial information of First Community that we deemed relevant; (iv) internal financial projections for DutchFork for the year ending December 31, 2004 furnished by and reviewed with management of DutchFork; (v) internal financial projections for First Community for the year ending December 31, 2004 furnished by and reviewed with management of First Community; (vi) the pro forma financial impact of the Merger on First Community, based on assumptions relating to transaction expenses, purchase accounting adjustments and cost savings determined by senior managements of DutchFork and First Community; (vii) the publicly reported historical price and trading activity for DutchFork's and First Community's common stock, including a comparison of certain financial and stock market information for DutchFork and First Community with similar publicly available information for certain other companies the securities of which are publicly traded; (viii) the financial terms of certain recent business combinations in the savings institutions industry, to the extent publicly available; (ix) the current market environment generally and the banking environment in particular; and (x) such other information, financial studies, analyses and investigations and financial, economic and market criteria as we considered relevant. We also discussed with certain members of senior management of DutchFork the business, financial condition, results of operations and prospects of DutchFork and held similar discussions with certain members of senior management of First Community regarding the business, financial condition, results of operations and prospects of First Community.

        In performing our review and rendering this opinion, we have relied upon the accuracy and completeness of all of the financial and other information that was available to us from public sources, that was provided to us by DutchFork or First Community or their respective representatives or that was otherwise reviewed by us and have assumed such accuracy and completeness for purposes of rendering this opinion. We have further relied on the assurances of management of DutchFork and



First Community that they are not aware of any facts or circumstances that would make any of such information inaccurate or misleading. We have not been asked to and have not undertaken an independent verification of any of such information and we do not assume any responsibility or liability for the accuracy or completeness thereof. We did not make an independent evaluation or appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of DutchFork or First Community or any of their subsidiaries, or the collectibility of any such assets, nor have we been furnished with any such evaluations or appraisals. We did not make an independent evaluation of the adequacy of the allowance for loan losses of DutchFork or First Community nor have we reviewed any individual credit files relating to DutchFork of First Community. We have assumed, with your consent, that the respective allowances for loan losses for both DutchFork and First Community are adequate to cover such losses and will be adequate on a combined basis for the combined entity. With respect to the financial projections for DutchFork and First Community and all projections of transaction costs, purchase accounting adjustments and expected cost savings used by Sandler O'Neill in its analyses, the managements of DutchFork and First Community confirmed to us that they reflected the best currently available estimates and judgments of the respective managements of the respective future financial performances of DutchFork and First Community and we assumed that such performances would be achieved. We express no opinion as to such financial projections or the assumptions on which they are based.

        In performing our review and rendering this opinion, we have also assumed that there has been no material change in DutchFork's or First Community's assets, financial condition, results of operations, business or prospects since the date of the most recent financial statements made available to us. We have assumed in all respects material to our analysis that DutchFork and First Community will remain as going concerns for all periods relevant to our analyses, that all of the representations and warranties contained in the Agreement and all related agreements are true and correct, that each party to such agreements will perform all of the covenants required to be performed by such party under such agreements, that the conditions precedent in the Agreement are not waived and that the Merger will qualify as a tax-free reorganization for federal income tax purposes. Finally, with your consent, we have relied upon the advice DutchFork has received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the Merger and the other transactions contemplated by the Agreement.

        Our opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. Events occurring after the date hereof could materially affect this opinion. We have not undertaken to update, revise, reaffirm or withdraw this opinion or otherwise comment upon events occurring after the date hereof. We are expressing no opinion herein as to what the value of First Community's common stock will be when issued to DutchFork's shareholders pursuant to the Agreement or the prices at which First Community's or DutchFork's common stock may trade at any time.

        We have acted as DutchFork's financial advisor in connection with the Merger and will receive a fee for our services, a substantial portion of which is contingent upon consummation of the Merger. We have also received a fee for rendering this opinion. DutchFork has also agreed to indemnify us against certain liabilities arising out of our engagement.

        In the ordinary course of our business as a broker-dealer, we may purchase securities from and sell securities to DutchFork and First Community and their affiliates. We may also actively trade the debt and/or equity securities of DutchFork and First Community and their affiliates for our own account and for the accounts of our customers and, accordingly, may at any time hold a long or short position in such securities.

1



        Our opinion is directed to the Board of Directors of DutchFork in connection with its consideration of the Merger and does not constitute a recommendation to any shareholder of DutchFork as to how such shareholder should vote at any meeting of shareholders called to consider and vote upon the Merger or as to the form of consideration such shareholder should elect in the Merger. Our opinion is directed only to the fairness of the Merger Consideration to DutchFork shareholders from a financial point of view and does not address the underlying business decision of DutchFork to engage in the Merger, the relative merits of the Merger as compared to any other alternative business strategies that might exist for DutchFork or the effect of any other transaction in which DutchFork might engage. Our opinion is not to be quoted or referred to, in whole or in part, in a registration statement, prospectus, proxy statement or in any other document, nor shall this opinion be used for any other purposes, without Sandler O'Neill's prior written consent; provided, however, that we hereby consent to the inclusion of this opinion as an appendix to the joint proxy statement/prospectus of DutchFork and First Community dated the date hereof and to the references to this opinion therein.

        Based upon and subject to the foregoing, it is our opinion, as of the date hereof, that the Merger Consideration to be received by the holders of DutchFork Shares is fair to such shareholders from a financial point of view.

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Appendix F



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-KSB

(Mark One)

ý

Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
(No fee required)

For the fiscal year ended December 31, 2003

Or

Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
(No fee required)

For the transition period from                             to                              

Commission file no. 33-86258

First Community Corporation
(Name of Small Business Issuer in Its Charter)

South Carolina
(State or Other Jurisdiction
of Incorporation or Organization)
  57-1010751
(I.R.S. Employer
Identification No.)

5455 Sunset Blvd.,
Lexington, South Carolina
(Address of Principal Executive Offices)

 

29072
(Zip Code)

(803) 951-2265
Issuer's Telephone Number, Including Area Code

Securities registered pursuant to Section 12(b) of the Act: None

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

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

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. ý

The aggregate market value of the voting stock as of March 15, 2004, held by non-affiliates of the registrant based on the closing price as of March 15, 2004, was $31,246,252

The issuer's revenues for its most recent fiscal year were $11,468,000. 1,598,401 shares of the issuer's common stock were issued and outstanding as of March 15, 2004.

Documents Incorporated by Reference

Portions of the Registrants definitive Proxy Statement for its May 19, 2004 Annual Meeting of Shareholders, are incorporated by reference into Part III thereof.

Transitional Small Business Disclosure Format. (Check one): Yes o    No ý




TABLE OF CONTENTS

PART I    
  Item 1. Business.   2
  Item 2. Description of Property.   12
  Item 3. Legal Proceedings.   13
  Item 4. Submission of Matters to a Vote of Security Holders.   13

PART II

 

 
  Item 5. Market for Common Equity and Related Stockholder Matters.   13
  Item 6. Management's Discussion and Analysis or Plan of Operation.   15
  Item 7. Financial Statements   33
Consolidated Balance Sheets   34
Consolidated Statements of Income   35
Consolidated Statement of Changes in Shareholder's Equity and Comprehensive Income   36
Consolidated Statements of Cash Flows   37
Notes to Consolidated Financial Statements   38

PART III

 

 
Item 8. Changes in and Disagreements with Accountants on Accounting and Legal Matters   52
Item 8A. Controls and Procedures   52
  Item 9. Directors, Executive Officers, Promoters, and Control Persons; Compliance with Section 16(a) of the Exchange Act.   52
  Item 10. Executive Compensation.   53
  Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.   53
  Item 12. Certain Relationships and Related Transactions.   53
  Item 13. Exhibits, List and Reports on Form 8-K.   54
  Item 14. Principal Accountant Fees and Services.   54
  SIGNATURES   55

PART I

Item 1. Business. General

        First Community Corporation was incorporated as a South Carolina corporation on November 2, 1994, primarily to own and control all of the capital stock of First Community Bank, N.A. The company presently engages in no business other than owning and managing the bank. The bank is a national banking association, which engages in a commercial banking business from its main office in Lexington, South Carolina and five branch offices in Richland and Lexington counties of South Carolina. The bank's deposits are insured by the Federal Deposit Insurance Corporation (the "FDIC"), and it is a member of the Federal Reserve System.

        In July 1995, the Company completed its initial public offering of 688,077 shares of its common stock, at a price of $10.00 per share. On August 17, 1995, the bank opened for business. On July 10, 1998 the company closed a secondary offering in which it issued 517,500 shares of common stock. The net proceeds received in the secondary offering were approximately $6.6 million after deducting issuance costs. The proceeds were used to purchase properties and construct and outfit three branches over an 18 month period. The estimated cost for the three branches was approximately $3.0 million. The remaining proceeds are being used to support the growth of the three new branch offices, as well as the company's two existing branches, and for other general corporate purposes. On February 9, 2001 the company acquired a sixth office when it purchased certain assets and assumed certain liabilities associated with the Chapin, South Carolina branch of Newberry Federal Savings Bank.

Location and Service Area

        The bank is engaged in a general commercial and retail banking business, emphasizing the needs of small-to-medium sized businesses, professional concerns and individuals, primarily in Richland and Lexington counties of South Carolina and the surrounding area. The bank has its main office located in the city of Lexington, South Carolina in Lexington County and five branch offices located in Forest Acres, Irmo, West Columbia, Gilbert and Chapin all of which are located in Lexington and Richland Counties. See Item II, "Description of Properties.

        Lexington County and Richland County are located in the geographic center of the state of South Carolina. Columbia, the capital of South Carolina, is located within and divided between these two counties. Columbia can be reached via three interstate highways: I-20, I-26, and I-77. Columbia is served by several airlines as well as by passenger and freight rail service. According to the U. S. Census Bureau, Richland and Lexington Counties, which include the primary service areas for the existing six sites of the bank, had an estimated population in 2000 of 536,691. Lexington County had a population of 216,014 and Richland County had a population of 320,677. The principal components of the economy within the company's market areas are service industries, government, and wholesale and retail trade. The largest employers in the area each of which employs in excess of 3,000 people in the Midlands area, include Fort Jackson Army Base, the University of South Carolina, Palmetto Health Alliance, Blue Cross Blue Shield and SCANA Corporation. The area has experienced steady growth over the past 10 years and the company expects the area, as well as the service industry needed to support it, will to continue to grow. Both Richland and Lexington Counties have one of the highest per capita personal incomes in the state, at $29,211 and $27,645 respectively in 2001 compared to $24,840 for South Carolina as a whole.

Banking Services

        The bank offers a full range of deposit services that are typically available in most banks and savings and loan associations, including checking accounts, NOW accounts, savings accounts and other time deposits of various types, ranging from daily money market accounts to longer-term certificates of deposit. The transaction accounts and time certificates are tailored to the bank's principal market area

2



at rates competitive to those offered in the area. In addition, the bank offers certain retirement account services, such as Individual Retirement Accounts (IRAs). All deposit accounts are insured by the FDIC up to the maximum amount allowed by law (generally, $100,000 per depositor subject to aggregation rules). The bank solicits these accounts from individuals, businesses, associations and organizations, and governmental authorities.

        The bank also offers a full range of commercial and personal loans. Commercial loans include both secured and unsecured loans for working capital (including inventory and receivables), business expansion (including acquisition of real estate and improvements), and purchase of equipment and machinery. Consumer loans include secured and unsecured loans for financing automobiles, home improvements, education and personal investments. The bank also makes real estate construction and acquisition loans. The bank originates fixed and variable rate mortgage loans in the name of a third party which, are sold into the secondary market. The bank's lending activities are subject to a variety of lending limits imposed by federal law. While differing limits apply in certain circumstances based on the type of loan or the nature of the borrower (including the borrower's relationship to the bank), in general the bank is subject to a loan-to-one-borrower limit of an amount equal to 15% of the bank's unimpaired capital and surplus, or 25% of the unimpaired capital and surplus if the excess over 15% is approved by the board of directors of the bank and is fully secured by readily marketable collateral. The bank may not make any loans to any director, officer, employee or 10% shareholder of the company or the bank unless the loan is approved by the Board of Directors of the bank and is made on terms not more favorable to such person than would be available to a person not affiliated with the bank.

        Other bank services include internet banking, cash management services, safe deposit boxes, travelers checks, direct deposit of payroll and social security checks, and automatic drafts for various accounts. The bank offers non-deposit investment products and other investment brokerage services through a registered representative with an affiliation through GAA Securities, Inc. The bank is associated with Jeannie, Star and Plus networks of automated teller machines and Mastermoney debit cards that may be used by bank customers throughout South Carolina and other regions. The bank also offers VISA and Mastercard credit card services through a correspondent bank as an agent for the bank.

        The bank does not currently exercise trust powers, but can begin to do so with the prior approval of the OCC.

Competition

        The banking business is highly competitive. The bank competes as a financial intermediary with other commercial banks, savings and loan associations, credit unions and money market mutual funds operating in the Columbia area and elsewhere. As of June 30, 2003, there were 16 commercial banks operating approximately 146 offices and two thrifts with a total of seven offices in the Lexington and Richland county area.

        The company faces increased competition from both federally chartered and state chartered financial institutions, as well as credit unions, consumer finance companies, insurance companies and other institutions in the company's market area. A number of these competitors are well established in the Lexington and Richland County area. Many of them have substantially greater resources and lending limits than the bank and offer certain services, such as extensive branch networks and established trust services that the bank does not currently provide. The company believes that the community bank focus of the bank with its emphasis on service to small and medium size businesses, individual and professional concerns, gives it an advantage in this market.

3



Employees

        The bank presently has 70 full-time employees and three part-time employees. The company does not have any employees other than its officers, none whom receive any additional remuneration for their services to the company.

Supervision and Regulation

        We are subject to extensive state and federal banking laws and regulations which impose specific requirements or restrictions on, and provide for general regulatory oversight of, virtually all aspects of our operations. These laws and regulations are generally intended to protect depositors, not shareholders. The following summary is qualified by reference to the statutory and regulatory provisions discussed. Changes in applicable laws or regulations may have a material effect on our business and prospects. Our operations may be affected by legislative changes and the policies of various regulatory authorities. We cannot predict the effect that fiscal or monetary policies, economic control, or new federal or state legislation may have on our business and earnings in the future.

        The following discussion is not intended to be a complete list of all the activities regulated by the banking laws or of the impact of such laws and regulations on our operations. It is intended only to briefly summarize some material provisions.

Check 21

        On October 28, 2003, President Bush signed into law the Check Clearing for the 21st Century Act, also known as Check 21. The new law, which is not effective until October 28, 2004, gives "substitute checks," such as a digital image of a check and copies made from that image, the same legal standing as the original paper check. Some of the major provisions include:

        This new legislation will likely have a dramatic impact on bank capital spending as many financial institutes assess whether technological or operational changes are necessary to stay competitive and take advantage of the new opportunities presented by Check 21.

First Community Corporation

        Because our holding company, First Community Corporation, owns the outstanding capital stock of our bank, our holding company is a bank holding company under the federal Bank Holding Company Act of 1956 and the South Carolina Banking and Branching Efficiency Act.

4



        The Bank Holding Company Act.    Under the Bank Holding Company Act, our holding company is subject to periodic examination by the Federal Reserve and required to file periodic reports of its operations and any additional information that the Federal Reserve may require. Our activities at the holding company level are limited to:

        Investments, Control, and Activities.    With certain limited exceptions, the Bank Holding Company Act requires every bank holding company to obtain the prior approval of the Federal Reserve before:

        In addition, and subject to certain exceptions, the Bank Holding Company Act and the Change in Bank Control Act require Federal Reserve approval prior to any person or company acquiring "control" of a bank holding company. Control is conclusively presumed to exist if an individual or company acquires 25% or more of any class of voting securities of a bank holding company. Control is rebuttably presumed to exist if a person acquires 10% or more, but less than 25%, of any class of voting securities and either the company has registered securities under Section 12 of the Securities Exchange Act of 1934 or no other person owns a greater percentage of that class of voting securities immediately after the transaction. Our common stock is registered under the Securities Exchange Act of 1934. The regulations provide a procedure for challenge of the rebuttable control presumption.

        Under the Bank Holding Company Act, a bank holding company is generally prohibited from engaging in, or acquiring direct or indirect control of more than 5% of the voting shares of any company engaged in, nonbanking activities unless the Federal Reserve Board has found those activities to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Some of the activities that the Federal Reserve Board has determined by regulation to be proper incidents to the business of a bank holding company include:


        The Federal Reserve Board imposes certain capital requirements on our holding company under the Bank Holding Company Act, including a minimum leverage ratio and a minimum ratio of "qualifying" capital to risk-weighted assets. These requirements are described below under "Capital Regulations." Subject to capital requirements and certain other restrictions, our holding company is able to borrow money to make a capital contribution to our bank, and these loans may be repaid from dividends paid from our bank to our company. Our ability to pay dividends is subject to regulatory

5


restrictions as described below in "First Community Bank, N.A.—Dividends." Our holding company is also able to raise capital for contribution to our bank by issuing securities without having to receive regulatory approval, subject to compliance with federal and state securities laws.

        Source of Strength; Cross-Guarantee.    In accordance with Federal Reserve Board policy, our holding company is expected to act as a source of financial strength to our bank and to commit resources to support our bank in circumstances in which our holding company might not otherwise do so. Under the Bank Holding Company Act, the Federal Reserve Board may require a bank holding company to terminate any activity or relinquish control of a nonbank subsidiary, other than a nonbank subsidiary of a bank, upon the Federal Reserve Board's determination that such activity or control constitutes a serious risk to the financial soundness or stability of any subsidiary depository institution of the bank's holding company. Further, federal bank regulatory authorities have additional discretion to require a bank holding company to divest itself of any bank or nonbank subsidiary if the agency determines that divestiture may aid the depository institution's financial condition.

        The Gramm-Leach-Bliley Act.    The Gramm-Leach-Bliley Act, previously known as the Financial Services Modernization Act of 1999, was signed into law on November 12, 1999. Among other things, the Act repeals the restrictions on banks affiliating with securities firms contained in sections 20 and 32 of the Glass-Steagall Act. The Act also permits bank holding companies that become financial holding companies to engage in a statutorily provided list of financial activities, including insurance and securities underwriting and agency activities, merchant banking, and insurance company portfolio investment activities. The Act also authorizes activities that are "complementary" to financial activities.

        The Act is intended, in part, to grant to community banks certain powers as a matter of right that larger institutions have accumulated on an ad hoc basis. Nevertheless, the Act may have the result of increasing the amount of competition that we face from larger institutions and other types of companies. In fact, it is not possible to predict the full effect that the Act will have on us.

        South Carolina State Regulation.    As a South Carolina bank holding company under the South Carolina Banking and Branching Efficiency Act, we are subject to limitations on sale or merger and to regulation by the South Carolina Board of Financial Institutions. Prior to acquiring the capital stock of a national bank, we are not required to obtain the approval of the Board, but we must notify them at least 15 days prior to doing so. We must receive the Board's approval prior to engaging in the acquisition of a South Carolina state chartered bank or another South Carolina bank holding company.

First Community Bank, N.A.

        Our bank, First Community Bank, N.A., operates as a national banking association incorporated under the laws of the United States and subject to examination by the Office of the Comptroller of the Currency. Deposits in the bank are insured by the FDIC up to a maximum amount, which is generally $100,000 per depositor subject to aggregation rules.

        The Office of the Comptroller of the Currency and the FDIC regulate or monitor virtually all areas of our bank's operations, including:

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        The Office of the Comptroller of the Currency requires banks to maintain specified capital ratios and imposes limitations on banks' aggregate investment in real estate, bank premises, and furniture and fixtures. The Office of the Comptroller of the Currency also requires banks to prepare annual reports on their financial condition and to conduct annual audits of their financial affairs in compliance with its minimum standards and procedures.

        Under the FDIC Improvement Act, all insured institutions must undergo regular on-site examinations by their appropriate banking agency. The cost of examinations of insured depository institutions and any affiliates may be assessed by the appropriate agency against each institution or affiliate as it deems necessary or appropriate. Insured institutions are required to submit annual reports to the FDIC, their federal regulatory agency, and their state supervisor when applicable. The FDIC Improvement Act directs the FDIC to develop a method for insured depository institutions to provide supplemental disclosure of the estimated fair market value of assets and liabilities, to the extent feasible and practicable, in any balance sheet, financial statement, report of condition or any other report of any insured depository institution. The FDIC Improvement Act also requires the federal banking regulatory agencies to prescribe, by regulation, standards for all insured depository institutions and depository institution holding companies relating, among other things, to the following:

        National banks and their holding companies which have been chartered or registered or have undergone a change in control within the past two years or which have been deemed by the Office of the Comptroller of the Currency or the Federal Reserve Board to be troubled institutions must give the Office of the Comptroller of the Currency or the Federal Reserve Board 30 days' prior notice of the appointment of any senior executive officer or director. Within the 30 day period, the Office of the Comptroller of the Currency or the Federal Reserve Board, as the case may be, may approve or disapprove any such appointment.

        Deposit Insurance.    The FDIC has adopted a risk-based assessment system for determining an insured depository institutions' insurance assessment rate. The system that takes into account the risks attributable to different categories and concentrations of assets and liabilities. An institution is placed into one of three capital categories: (1) well capitalized; (2) adequately capitalized; or

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(3) undercapitalized. The FDIC also assigns an institution to one of three supervisory subgroups, based on the FDIC's determination of the institution's financial condition and the risk posed to the deposit insurance funds. Assessments range from 0 to 27 cents per $100 of deposits, depending on the institution's capital group and supervisory subgroup. In addition, the FDIC imposes assessments to help pay off the $780 million in annual interest payments on the $8 billion Financing Corporation bonds issued in the late 1980s as part of the government rescue of the thrift industry. The FDIC assessment rate on our bank deposits currently is zero, but may change in the future. The FDIC may increase or decrease the assessment rate schedule on a semiannual basis. An increase in the BIF assessment rate could have a material adverse effect on our earnings, depending on the amount of the increase.

        The FDIC may terminate its insurance of deposits if it finds that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order, or condition imposed by the FDIC.

        Transactions With Affiliates and Insiders.    Our bank is subject to the provisions of Section 23A of the Federal Reserve Act, which places limits on the amount of loans or extensions of credit to, or investments in, or certain other transactions with, affiliates and on the amount of advances to third parties collateralized by the securities or obligations of affiliates. The aggregate of all covered transactions is limited in amount, as to any one affiliate, to 10% of our bank's capital and surplus and, as to all affiliates combined, to 20% of the bank's capital and surplus. Furthermore, within the foregoing limitations as to amount, each covered transaction must meet specified collateral requirements. Compliance is also required with certain provisions designed to avoid the taking of low quality assets.

        Our bank is also subject to the provisions of Section 23B of the Federal Reserve Act which, among other things, prohibits an institution from engaging in certain transactions with certain affiliates unless the transactions are on terms substantially the same, or at least as favorable to such institution or its subsidiaries, as those prevailing at the time for comparable transactions with nonaffiliated companies. Our bank is subject to certain restrictions on extensions of credit to executive officers, directors, certain principal shareholders, and their related interests. Such extensions of credit (i) must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with third parties and (ii) must not involve more than the normal risk of repayment or present other unfavorable features.

        The Federal Reserve Board has 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. In addition, under Regulation W:

        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.

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        Dividends.    A national bank may not pay dividends from its capital. All dividends must be paid out of undivided profits then on hand, after deducting expenses, including reserves for losses and bad debts. In addition, a national bank is prohibited from declaring a dividend on its shares of common stock until its surplus equals its stated capital, unless there has been transferred to surplus no less than one-tenth of the bank's net profits of the preceding two consecutive half-year periods (in the case of an annual dividend). The approval of the Office of the Comptroller of the Currency is required if the total of all dividends declared by a national bank in any calendar year exceeds the total of its net profits for that year combined with its retained net profits for the preceding two years, less any required transfers to surplus.

        Branching.    National banks are required by the National Bank Act to adhere to branch office banking laws applicable to state banks in the states in which they are located. Under current South Carolina law, the bank may open branch offices throughout South Carolina with the prior approval of the Office of the Comptroller of the Currency. In addition, with prior regulatory approval, the bank will be able to acquire existing banking operations in South Carolina. Furthermore, federal legislation permits interstate branching, including out-of-state acquisitions by bank holding companies, interstate branching by banks if allowed by state law, and interstate merging by banks. South Carolina law, with limited exceptions, currently permits branching across state lines through interstate mergers.

        Community Reinvestment Act.    The Community Reinvestment Act requires that, in connection with examinations of financial institutions within their respective jurisdictions, the Federal Reserve, the FDIC, or the Office of the Comptroller of the Currency shall evaluate the record of each financial institution in meeting the credit needs of its local community, including low and moderate income neighborhoods. These factors are also considered in evaluating mergers, acquisitions, and applications to open a branch or facility. Failure to adequately meet these criteria could impose additional requirements and limitations on our bank. Under the Gramm-Leach-Bliley Act, banks with aggregate assets of not more than $250 million will be subject to a Community Reinvestment Act examination only once every 60 months if the bank receives an outstanding rating, once every 48 months if it receives a satisfactory rating, and as needed if the rating is less than satisfactory. Additionally, under the Gramm-Leach-Bliley Act, banks are required to publicly disclose the terms of various Community Reinvestment Act-related agreements.

        The Gramm-Leach-Bliley Act.    Under the Gramm-Leach-Bliley Act, subject to certain conditions imposed by their respective banking regulators, national and state-chartered banks are permitted to form "financial subsidiaries" that may conduct financial or incidental activities, thereby permitting bank subsidiaries to engage in certain activities that previously were impermissible. The Gramm-Leach-Bliley Act imposes several safeguards and restrictions on financial subsidiaries, including that the parent bank's equity investment in the financial subsidiary be deducted from the bank's assets and tangible equity for purposes of calculating the bank's capital adequacy. In addition, the Gramm-Leach-Bliley Act imposes new restrictions on transactions between a bank and its financial subsidiaries similar to restrictions applicable to transactions between banks and nonbank affiliates.

        The Gramm-Leach-Bliley Act also contains provisions regarding consumer privacy. These provisions require financial institutions to disclose their policy for collecting and protecting confidential information. Customers generally may prevent financial institutions from sharing personal financial information with nonaffiliated third parties except for third parties that market an institution's own products and services. Additionally, financial institutions generally may not disclose consumer account numbers to any nonaffiliated third party for use in telemarketing, direct mail marketing, or other marketing to the consumer.

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        Other Regulations.    Interest and other charges collected or contracted for by the bank are subject to state usury laws and federal laws concerning interest rates. The bank's loan operations are also subject to federal laws applicable to credit transactions, such as:

        The deposit operations of the bank also are subject to:

        Capital Regulations.    The federal bank regulatory authorities have adopted risk-based capital guidelines for banks and bank holding companies that are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies and account for off-balance sheet items. The guidelines are minimums, and the federal regulators have noted that banks and bank holding companies contemplating significant expansion programs should not allow expansion to diminish their capital ratios and should maintain ratios in excess of the minimums. We have not received any notice indicating that either our holding company or our bank is subject to higher capital requirements. The current guidelines require all bank holding companies and federally-regulated banks to maintain a minimum risk-based total capital ratio equal to 8%, of which at least 4% must be Tier 1 capital. Tier 1 capital includes common shareholders' equity, qualifying perpetual preferred stock, and minority interests in equity accounts of consolidated subsidiaries, but excludes goodwill and most other intangibles and excludes the allowance for loan and lease losses. Tier 2 capital includes the excess of any preferred stock not included in Tier 1 capital, mandatory convertible securities, hybrid capital instruments, subordinated debt and intermediate term-preferred stock, and general reserves for loan and lease losses up to 1.25% of risk-weighted assets.

        Under these guidelines, banks' and bank holding companies' assets are given risk-weights of 0%, 20%, 50%, or 100%. In addition, certain off-balance sheet items are given credit conversion factors to convert them to asset equivalent amounts to which an appropriate risk-weight applies. These computations result in the total risk-weighted assets. Most loans are assigned to the 100% risk category, except for first mortgage loans fully secured by residential property and, under certain circumstances, residential construction loans, both of which carry a 50% rating. Most investment securities are assigned to the 20% category, except for municipal or state revenue bonds, which have a 50% rating,

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and direct obligations of or obligations guaranteed by the United States Treasury or United States Government agencies, which have a 0% rating.

        The federal bank regulatory authorities have also implemented a leverage ratio, which is equal to Tier 1 capital as a percentage of average total assets less intangibles, to be used as a supplement to the risk-based guidelines. The principal objective of the leverage ratio is to place a constraint on the maximum degree to which a bank holding company may leverage its equity capital base. The minimum required leverage ratio for top-rated institutions is 4%, but most institutions are required to maintain an additional cushion of at least 100 to 200 basis points.

        The FDIC Improvement Act established a new capital-based regulatory scheme designed to promote early intervention for troubled banks which requires the FDIC to choose the least expensive resolution of bank failures. The new capital-based regulatory framework contains five categories of compliance with regulatory capital requirements, including "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized," and "critically undercapitalized." To qualify as a "well capitalized" institution, a bank must have a leverage ratio of no less than 5%, a Tier 1 risk-based ratio of no less than 6%, and a total risk-based capital ratio of no less than 10%, and the bank must not be under any order or directive from the appropriate regulatory agency to meet and maintain a specific capital level. Currently, we qualify as "well capitalized."

        Under the FDIC Improvement Act regulations, the applicable agency can treat an institution as if it were in the next lower category if the agency determines (after notice and an opportunity for hearing) that the institution is in an unsafe or unsound condition or is engaging in an unsafe or unsound practice. The degree of regulatory scrutiny of a financial institution increases, and the permissible activities of the institution decreases, as it moves downward through the capital categories. Institutions that fall into one of the three undercapitalized categories may be required to do some or all of the following:


        These capital guidelines can affect us in several ways. If we grow at a rapid pace, our capital may be depleted too quickly, and a capital infusion from our holding company may be necessary which could impact our ability to pay dividends. Our capital levels currently are adequate; however, rapid growth, poor loan portfolio performance, poor earnings performance, or a combination of these factors could change our capital position in a relatively short period of time. If we fail to meet these capital requirements, our bank would be required to develop and file a plan with the Office of the Comptroller of the Currency describing the means and a schedule for achieving the minimum capital requirements. In addition, our bank would generally not receive regulatory approval of any application that requires the consideration of capital adequacy, such as a branch or merger application, unless our bank could demonstrate a reasonable plan to meet the capital requirement within a reasonable period of time. A bank that is not "well capitalized" is also subject to certain limitations relating to so-called "brokered" deposits. Bank holding companies controlling financial institutions can be called upon to boost the institutions' capital and to partially guarantee the institutions' performance under their capital restoration plans.

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        Enforcement Powers.    The Financial Institutions Reform, Recovery and Enforcement Act expanded and increased civil and criminal penalties available for use by the federal regulatory agencies against depository institutions and certain "institution-affiliated parties." Institution-affiliated parties primarily include management, employees, and agents of a financial institution, as well as independent contractors and consultants such as attorneys and accountants and others who participate in the conduct of the financial institution's affairs. These practices can include the failure of an institution to timely file required reports or the filing of false or misleading information or the submission of inaccurate reports. Civil penalties may be as high as $1,000,000 a day for such violations. Criminal penalties for some financial institution crimes have been increased to 20 years. In addition, regulators are provided with greater flexibility to commence enforcement actions against institutions and institution-affiliated parties. Possible enforcement actions include the termination of deposit insurance. Furthermore, banking agencies' power to issue cease-and-desist orders were expanded. Such orders may, among other things, require affirmative action to correct any harm resulting from a violation or practice, including restitution, reimbursement, indemnification or guarantees against loss. A financial institution may also be ordered to restrict its growth, dispose of certain assets, rescind agreements or contracts, or take other actions as determined by the ordering agency to be appropriate.

        Effect of Governmental Monetary Policies.    Our earnings are affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. The Federal Reserve Bank's monetary policies have had, and are likely to continue to have, an important impact on the operating results of commercial banks through its power to implement national monetary policy in order, among other things, to curb inflation or combat a recession. The monetary policies of the Federal Reserve Board have major effects upon the levels of bank loans, investments and deposits through its open market operations in United States government securities and through its regulation of the discount rate on borrowings of member banks and the reserve requirements against member bank deposits. It is not possible to predict the nature or impact of future changes in monetary and fiscal policies.

        Proposed Legislation and Regulatory Action.    New regulations and statutes are regularly proposed that contain wide-ranging proposals for altering the structures, regulations, and competitive relationships of the nation's financial institutions. We cannot predict whether or in what form any proposed regulation or statute will be adopted or the extent to which our business may be affected by any new regulation or statute.

Item 2. Description of Property.

        Lexington Property.    The principal place of business of both the company and our main office is located at 5455 Sunset Boulevard, Lexington, South Carolina 29072. The site of the bank's main office is a 2.29 acre plot of land. The site was purchased for $576,000. The company and the bank are operating in an 8,500 square foot facility located on this site. In October 2000 the bank acquired an additional 2.0 acres adjacent to the existing facility for approximately $300,000 for future expansion. This site is designed to allow the addition of 12,000 to 18,000 square feet to the facility at some future date and as needed.

        Forest Acres Property.    The bank operates a branch office facility at 4404 Forest Drive, Columbia, South Carolina 29206. The Forest Acres site is a .71 acre plot of land which was acquired at a cost of $376,000. The banking facility is approximately 4,000 square feet with a total cost of construction of approximately $545,000 including paving and landscaping.

        Irmo Property.    The bank operates a branch office facility at 1030 Lake Murray Boulevard, Irmo, South Carolina 29063. The Irmo site is approximately a 1.00 acre plot of land which was acquired at a cost of $449,000. The banking facility is approximately 3,200 square feet with a total cost of construction of approximately $630,000 including paving and landscaping.

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        Cayce/West Columbia Property.    The bank operates a branch office facility at 506 Meeting Street, West Columbia, South Carolina, 29169. The Cayce/West Columbia site is approximately a 1.25 acre plot of land which was acquired at a cost of $300,000. The banking facility is approximately 3,800 square feet with a total cost of construction of approximately $635,000 including paving and landscaping.

        Gilbert Property.    The company operates a branch office at 4325 Augusta Highway Gilbert, South Carolina 29054. The facility is an approximate 700 square foot modular unit located on an approximate one acre lot. The total cost of the land and construction was approximately $205,000.

        Chapin Office.    The company operates a branch office facility at 137 Amicks Ferry Rd., Chapin, South Carolina 29036. The facility is approximately 2200 square feet and is located on three acres of land. The total cost of the facility and land was approximately $695,000.

        Northeast Columbia.    The company has acquired a 1.0 acre lot located at 9822 Two Notch Rd, Columbia, South Carolina 29223 and is constructing a branch office. The opening of the branch is scheduled for April 2004. The cost of the land was $525,000 and total cost of construction is approximately $649,000.

Item 3. Legal Proceedings.

        Neither the company nor the bank is a party to, nor is any of their property the subject of, any material pending legal proceedings related to the business of the company or the bank.

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

        No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

        The Company's articles of incorporation authorize it to issue up to 10,000,000 shares of common stock, par value $1.00 per share (the "Common Stock"). As of March 15, 2004, 1,598,401 were issued and outstanding, held by approximately 1,531 shareholders of record. On January 24, 2002 the board of directors approved a 5-for-4 stock split in the form of a stock dividend payable on February 28, 2002 to stockholders of record on January 31, 2002. On January 15, 2003 the Company stock began trading on the Nasdaq Small Cap market under the trading symbol of FCCO. Prior to January 15, 2003 the stock was quoted on the OTC Bulletin Board under the trading symbol FCCO.OB.

        On May 20, 2002, August 15, 2002 and November 15, 2002, the company paid cash dividends to its shareholders of record as of May 6, 2002, July 31, 2002 and October 31, 2002, respectively at $0.04 per share. Prior to such dividends the company had not declared or distributed any cash dividends to its shareholders since inception.

        On February 14, 2003, the company paid a cash dividend to its shareholders of record as of January 31, 2003 at $0.04 per share. On May 15, 2003, August 15, 2003 and November 14, 2003 the company paid cash dividends to its shareholders of record as of April 30, 2003, July 31, 2003 and October 31, 2003, respectively, at $0.05 per share.

        The company expects comparable dividends to be paid to the shareholders for the foreseeable future. Notwithstanding the foregoing, the future dividend policy of the company is subject to the discretion of the board of directors and will depend upon a number of factors, including future earnings, financial condition, cash requirements and general business conditions. As a national bank, First Community Bank may only pay dividends out of its net profits then on hand, after deducting

13



expenses, including losses and bad debts. In addition, the bank is prohibited from declaring a dividend on its shares of common stock until its surplus equals its stated capital, unless there has been transferred to surplus no less than one-tenth of the bank's net profits of the preceding two consecutive half-year periods (in the case of an annual dividend). The approval of the OCC will be required if the total of all dividends declared in any calendar year by the bank exceeds the bank's net profits to date, as defined, for that year combined with its retained net profits for the preceding two years less any required transfers to surplus. At December 31, 2003, the bank had $3,873,000 free of these restrictions. The OCC also has the authority under federal law to enjoin a national bank from engaging in what in its opinion constitutes an unsafe or unsound practice in conducting its business, including the payment of a dividend under certain circumstances.

        The following table sets forth the high and low sales price information as reported by Nasdaq in 2003 and the high and low bid information as reported by the OTC in 2002. The prices have been adjusted for all periods to reflect the effects of the June 30, 2001, 5% stock dividend and the February 28, 2002, 5-for-4 stock split.

 
  2003
  2002
 
  High
  Low
  High
  Low
First Quarter   $ 17.09   $ 14.00   $ 14.00   $ 9.57
Second Quarter   $ 19.47   $ 16.35   $ 14.50   $ 13.00
Third Quarter   $ 18.30   $ 20.16   $ 14.50   $ 12.25
Fourth Quarter   $ 19.60   $ 22.30   $ 13.30   $ 12.50

        The price listed above are quotations, which reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

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Item 6. Management's Discussion and Analysis.

First Community Corporation
Selected Financial Data

(Amounts in thousands, except per share data)

 
  Year ended December 31,
 
 
  2003
  2002
  2001
  2000
  1999
 
Operations Statement Data:                                
Net interest income   $ 7,648   $ 7,044   $ 5,523   $ 4,376   $ 3,652  
Provision for loan losses     167     677     407     161     210  
Non-interest income     1,440     1,232     938     594     481  
Non-interest expense     6,158     5,377     4,381     3,306     2,669  
Income taxes     965     758     569     519     436  
   
 
 
 
 
 
Net income   $ 1,797   $ 1,464   $ 1,104   $ 984   $ 818  
   
 
 
 
 
 
Per Share Data:                                
Net income diluted (1)   $ 1.08   $ 0.90   $ 0.68   $ 0.61   $ 0.50  
Cash dividends     0.19     0.12              
Book value at period end (1)     12.21     11.61     10.56     9.70     8.86  
Tangible book value at period end (1)     11.74     11.02     9.85     9.70     8.86  
Balance Sheet Data:                                
Total assets   $ 215,029   $ 195,201   $ 156,555   $ 111,986   $ 94,889  
Loans, net     119,304     98,466     86,518     67,110     51,593  
Securities     58,954     69,785     46,366     28,735     30,722  
Deposits     185,259     168,062     134,402     92,755     76,971  
Shareholders' equity     19,509     18,439     16,776     15,369     14,041  
Average shares outstanding (1)     1,590     1,588     1,585     1,584     1,584  
Performance Ratios:                                
Return on average assets     0.88 %   0.82 %   0.77 %   0.94 %   0.90 %
Return on average equity     9.49 %   8.35 %   8.00 %   6.76 %   5.90 %
Net interest margin     4.02 %   4.26 %   4.19 %   4.59 %   4.33 %
Asset Quality Ratios:                                
Allowance for loan losses to period end total loans     1.41 %   1.53 %   1.14 %   1.28 %   1.35 %
Allowance for loan losses to non-performing assets     2,123.60 %   1,059.24 %   247.52 %   N/A     N/A  
Non-performing assets to total assets     .04 %   .07 %   0.26 %   N/A     N/A  
Net charge-offs (recoveries) to average loans     (.01 %)   .16 %   0.35 %   (0.02 %)   0.08 %
Capital and Liquidity Ratios:                                
Tier 1 risk-based capital     13.21 %   14.03 %   14.90 %   19.30 %   22.80 %
Total risk-based capital     14.42 %   15.28 %   15.90 %   20.40 %   24.00 %
Leverage ratio     8.87 %   8.77 %   10.00 %   13.80 %   15.00 %
Equity to assets     9.07 %   9.45 %   10.72 %   13.72 %   14.80 %
Dividend payout ratio     16.81 %   13.04 %            
Average loans to average deposits     63.33 %   60.71 %   68.66 %   67.14 %   61.80 %

(1)
Adjusted for the June 30, 2001 5% stock dividend and the February 28, 2002 5-for-4 stock split.

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Management's Discussion and Analysis.

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

Overview

        First Community Corporation is a one bank holding company. The company commenced operations on November 2, 1994. The bank, the company's only subsidiary, began operations on August 17, 1995 from its first office located in Lexington, South Carolina. On September 14, 1995 the company opened its second office located in Forest Acres, South Carolina. The bank now has six offices, all of which are located in either Lexington County or Richland County, South Carolina. The company engages in a general commercial and retail banking business characterized by personalized service and local decision making, emphasizing the banking needs of small to medium-sized businesses, professional concerns and individuals.

        The company experienced asset growth during 2003 with assets totaling $215.0 million at December 31, 2003, increasing by 10.2% or $19.8 million from December 31, 2002. The asset growth was primarily funded by deposit growth of $17.2 million or 10.2%. Deposits totaled $185.3 million at December 31, 2003 compared to $168.1 million at December 31, 2002.

        The company's net income increased $333,000 in 2003, or 22.7%, over the year ended December 31, 2002. Net income was $1.8 million, or $1.08 diluted earnings per share, in 2003, compared to $1.5 million, or $.90 diluted earnings per share, in 2002. On January 24, 2002 the board of directors approved a 5-for-4 stock split payable February 28, 2002. Per share data has been adjusted for all periods to reflect the stock split.

16


        The following discussion describes further our results of operations for 2003 as compared to 2002 and 2002 compared to 2001 and also analyzes our financial condition as of December 31, 2003 as compared to December 31, 2002. Like most community banks, we derive most of our income from interest we receive on our loans and investments. Our primary source of funds for making these loans and investments is our deposits, on which we pay interest. Consequently, one of the key measures of our success is our amount of net interest income, or the difference between the income on our interest-earning assets, such as loans and investments, and the expense on our interest-bearing liabilities, such as deposits. Another key measure is the spread between the yield we earn on these interest-earning assets and the rate we pay on our interest-bearing liabilities.

        We have included a number of tables to assist in our description of these measures. For example, the "Average Balances" table shows the average balance during 2003, 2002, and 2001 of each category of our assets and liabilities, as well as the yield we earned or the rate we paid with respect to each category. A review of this table shows that our loans typically provide higher interest yields than do other types of interest earning assets, which is why we intend to channel a substantial percentage of our earning assets into our loan portfolio. Similarly, the "Rate/Volume Analysis" table helps demonstrate the impact of changing interest rates and changing volume of assets and liabilities during the years shown. We also track the sensitivity of our various categories of assets and liabilities to changes in interest rates, and we have included a "Sensitivity Analysis Table" to help explain this. Finally, we have included a number of tables that provide detail about our investment securities, our loans, and our deposits and other borrowings.

        There are risks inherent in all loans, so we maintain an allowance for loan losses to absorb probable losses on existing loans that may become uncollectible. We establish and maintain this allowance by charging a provision for loan losses against our operating earnings. In the following section we have included a detailed discussion of this process, as well as several tables describing our allowance for loan losses and the allocation of this allowance among our various categories of loans.

        In addition to earning interest on our loans and investments, we earn income through fees and other expenses we charge to our customers. We describe the various components of this noninterest income, as well as our noninterest expense, in the following discussion.

        The following discussion and analysis also identifies significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements. We encourage you to read this discussion and analysis in conjunction with the financial statements and the related notes and the other statistical information also included in this report.

Results of Operations

        The company's net income was $1.8 million, or $1.08 diluted earnings per share, for the year ended December 31, 2003, as compared to net income of $1.5 million, or $0.90 diluted earnings per share, for the year ended December 31, 2002, and $1.1 million, or $0.68 diluted earnings per share, for the year ended December 31, 2001. The increase in net income for 2003 as compared to 2002 resulted primarily from an increase in the level of average earning assets of $24.8 million. The effects of the increase in earning assets was somewhat offset by a decrease in the net interest margin from 4.26% in 2002 as compared to 4.02% during 2003. Net interest income increased from $7.0 million in 2002 to $7.6 million in the year ended December 31, 2003. A lower provision for loan losses during 2003 of $167,000 in 2003 as compared to $677,000 in 2002 also contributed to the increase in net income for 2003 as compared to 2002. The lower provision for loan losses was possible as a result of the company realizing a substantial recovery on a loan charged off in a previous period. Non-interest income increased from $1.2 million in 2002 to $1.4 million in 2003 due primarily to increased deposit service charges resulting from higher average deposit account balances as well as increased fees on the sale of non-deposit investment products. Non-interest expense increased to $6.2 million in 2003 as compared

17



to $5.4 million in 2002. This increase is attributable to increases in all expense categories required to support the continued growth of the bank over the last several years.

        The increase in net income from 2002 to 2001 resulted primarily from two factors, which included an increase in the level of average earning assets of $33.7 million as well as an increase of 7 basis points in the net interest margin. Earning assets averaged $131.8 million in 2001 as compared to $165.5 million in 2002. Non-interest income increased from $938,000 in 2001 to $1.2 million in 2002 due to increased deposit service charges and increases in mortgage origination fees. Non-interest expense increased to $5.4 million in 2002 as compared to $4.4 million in 2001. This increase was primarily due to the cost associated with expansion of three branch offices during 1999 through 2001, and expansion of the support infrastructure necessary to support the operation of these new offices.

Net Interest Income

        The largest component of operating earnings for the company is net interest income, which is the difference between income earned on assets and interest paid on deposits and borrowings used to support such assets. Net interest income is determined by the rates earned on the company's interest-earning assets and the rates paid on its interest-bearing liabilities, the relative amounts of interest-earning assets and interest-bearing liabilities, and the degree of mismatch and the maturity and repricing characteristics of its interest-earning assets and interestbearing liabilities.

        Net interest income totaled $7.6 million in 2003, $7.0 million in 2002 and $5.5 million in 2001. Net interest spread, the difference between the yield on earning assets and the rate paid on interest-bearing liabilities, was 3.71% in 2003 as compared to 3.91% in 2002 and 3.50% in 2001. The reason for the increase in net interest income between 2003 and 2002 was due to the $24.8 million increase in the level of earning assets between the two periods offset by a decrease of 24 basis point in the net interest margin. The increase in net interest income between 2002 and 2001 was due to the $33.7 million increase in the level of earning assets between the two periods as well as a 7 basis point increase in the net interest margin. In 2003 loans represented 58.8% of average earning assets as compared to 56.8% and 60.3% in 2002 and 2001, respectively. Loans typically provide a higher yield than other types of earning assets and thus one of the company's goals continues to be to grow the loan portfolio as a percentage of earning assets. The yield on earning assets decreased from 5.95% in 2002 to 5.27% in 2003. The yield on earning assets was 7.29% in 2001. In 2001 the yield on earning assets was 7.29%. The decrease was a result of the historically low market interest rates that began in 2002 and existed throughout 2003. This decrease in yield on average earning assets was offset partially offset by a decrease in the rate paid on interest-bearing liabilities to 1.56% in 2003 from 2.04% and 3.79% in 2002 and 2001, respectively.

        Average Balances, Income Expenses and Rates.    The following tables depict, for the periods indicated, certain information related to the company's average balance sheet and its average yields on assets and average costs of liabilities. Such yields are derived by dividing income or expense by the average balance of the corresponding assets or liabilities. Average balances have been derived from daily averages.

18



Average Balances, Income, Expenses and Rates

(In thousands)

 
  Year ended December 31,
 
 
  2003
  2002
  2001
 
 
  Average
Balance

  Income/
Expense

  Yield/
Rate

  Average
Balance

  Income/
Expense

  Yield/
Rate

  Average
Balance

  Income/
Expense

  Yield/
Rate

 
Assets                                                  
Earning assets                                                  
  Loans   $ 111,928   $ 7,582   6.77 % $ 93,992   $ 7,025   7.47 % $ 79,466   $ 6,855   8.63 %
  Securities     60,261     2,267   3.76 %   58,462     2,614   4.47 %   40,766     2,310   5.67 %
  Other short-term investments (2)     18,089     179   .99 %   13,074     208   1.59 %   11,548     446   3.86 %
   
 
 
 
 
 
 
 
 
 
  Total earning assets     190,278     10,028   5.27 %   165,528     9,847   5.95 %   131,780     9,611   7.29 %
         
 
       
 
       
 
 
Cash and due from banks     6,626               5,359               3,808            
Premises and equipment     7,440               6,644               6,564            
Other assets     2,195               2,362               2,186            
Allowance for loan losses     (1,744 )             (1,245 )             (1,005 )          
   
           
           
           
      Total assets   $ 204,795             $ 178,648             $ 143,333            
   
           
           
           
Liabilities                                                  
Interest-bearing liabilities                                                  
  Interest-bearing transaction accounts   $ 31,892     66   0.21 % $ 27,509     80   0.29 % $ 15,475     118   0.76 %
  Money market accounts     25,122     231   .92 %   27,848     413   1.48 %   22,158     716   3.23 %
  Savings deposits     12,041     84   .70 %   8,917     82   .92 %   7,155     142   1.98 %
  Time deposits     75,391     1,927   2.56 %   67,500     2,185   3.24 %   59,173     2,990   5.05 %
  Other short term borrowings     7,855     72   .92 %   5,305     43   .81 %   4,003     122   3.05 %
   
 
 
 
 
 
 
 
 
 
    Total interest-bearing liabilities     152,301     2,380   1.56 %   137,079     2803   2.04 %   107,964     4,088   3.79 %
         
 
       
 
       
 
 
Demand deposits     32,304               23,045               18,149            
Other liabilities     1,243               983               1,121            
Shareholders' equity     18,947               17,541               16,099            
   
           
           
           
    Total liabilities and shareholders' equity   $ 204,795             $ 178,648             $ 143,333            
   
           
           
           
Net interest spread               3.71 %             3.91 %             3.50 %
Net interest income/margin         $ 7,648   4.02 %       $ 7,044   4.26 %       $ 5,523   4.19 %
         
           
           
     

(1)
All loans and deposits are domestic. Average loan balance includes non-accrual loans.

(2)
The computation includes federal funds sold, securities purchased under agreement to resell and interest bearing deposits.

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        The following table presents the dollar amount of changes in interest income and interest expense attributable to changes in volume and the amount attributable to changes in rate. The combined effect in both volume and rate, which cannot be separately identified has been allocated proportionately to the change due to volume and due to rate.

(In thousands)

 
  2003 versus 2002
Increase (decrease) due to

  2002 versus 2001
Increase (decrease) due to

 
 
  Volume
  Rate
  Net
  Volume
  Rate
  Net
 
Assets                                      
Earning assets                                      
  Loans   $ 1,256   $ (700 ) $ 556   $ 631   $ (461 ) $ 170  
  Investment securities     78     (425 )   (347 )   591     (287 )   304  
  Other short-term investments (1)     64     (92 )   (28 )   69     (307 )   (238 )
               
             
 
      Total earning assets     1,377     (1,196 )   181     842     (606 )   236  
               
             
 
Interest-bearing liabilities                                      
  Interest-bearing transaction accounts     (11 )   25     (14 )   (194 )   155     (39 )
  Money market accounts     (37 )   (144 )   (181 )   274     (577 )   (303 )
  Savings deposits     25     (23 )   2     51     (111 )   (60 )
  Time deposits     236     (495 )   (259 )   518     (1,322 )   (804 )
  Other short term borrowings     23     7     30     63     (142 )   (79 )
               
             
 
    Total interest-bearing liabilities     288     (710 )   (422 )   1,821     (3,106 )   (1,285 )
               
             
 
Net interest income               $ 603               $ 1,521  
               
             
 

        Interest Sensitivity.    The company monitors and manages the pricing and maturity of its assets and liabilities in order to diminish the potential adverse impact that changes in interest rates could have on its net interest income. A monitoring technique employed by the company is the measurement of the company's interest sensitivity "gap," which is the positive or negative dollar difference between assets and liabilities that are subject to interest rate repricing within a given period of time. Also, asset/liability modeling is performed by the company to assess the impact varying interest rates and balance sheet mix assumptions will have on net interest income. Interest rate sensitivity can be managed by repricing assets or liabilities, selling securities available-for-sale, replacing an asset or liability at maturity or by adjusting the interest rate during the life of an asset or liability. Managing the amount of assets and liabilities repricing in the same time interval helps to hedge the risk and minimize the impact on net interest income of rising or falling interest rates. The company evaluates interest sensitivity risk and then formulates guidelines regarding asset generation and repricing, funding sources and pricing, and off-balance sheet commitments in order to decrease interest sensitivity risk. Neither the "gap" analysis or asset/liability modeling are precise indicators of the interest sensitivity position of the company due to the many factors that affect net interest income, including changes in the volume and mix of earning assets and interestbearing liabilities. Due to the fact that market interest rates are at their lowest levels in many years, further declines in interest rates would likely not result in the same magnitude of change in asset and liability repricing and would result in adverse pressure on the company's net interest margin. Certain core deposits may have already repriced to floor levels, making it unlikely that the company could adjust these liability rates by the same magnitude of any further rate declines.

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        The following table illustrates the company's interest rate sensitivity at December 31, 2003.

Interest Sensitivity Analysis

(In thousands)

 
  December 31, 2003
 
  Within
Three
Months

  After
Three
Through
Six Months

  After Six
Through
Twelve
Months

  One Year
through
Five Years

  Over Five
Years or
Nonsensitive

  Total
Assets                                    
Earning assets                                    
  Loans (1)   $ 49,867   $ 5,551   $ 7,462   $ 57,869   $ 179   $ 120,928
  Securities     500     6,000     530     30,104     21,820     58,954
  Federal funds sold, securities purchased under agreements to resell and other earning assets     19,557                             19,557
   
 
 
 
 
 
Total earning assets     69,924     11,551     7,992     87,973     21,999     199,439
   
 
 
 
 
 
Liabilities                                    
Interest bearing liabilities                                    
  Interest bearing deposits                                    
  NOW accounts     4,250     4,202     8,403     16,806           33,661
  Money market accounts     23,355                             23,355
  Savings deposits     1,403     1,403     2,806     5,611           11,223
  Time deposits     26,419     15,668     20,294     17,595           79,976
   
 
 
 
 
 
Total interest-bearing deposits     55,427     21,273     31,503     40,012           148,215
  Other short term borrowings     4,101           1,000     4,000           9,101
   
 
 
 
 
 
Total interest-bearing liabilities     59,528     21,273     32,503     44,012           157,316
   
 
 
 
 
 
Period gap   $ 10,396   $ (9,722 ) $ (24,511 ) $ 43,961   $ 21,999   $ 42,123
Cumulative gap   $ 10,396   $ 674   $ (23,837 ) $ 20,124   $ 42,123      
Ratio of cumulative gap to total earning assets     5.2 %   .3 %   (11.9 %)   10.1 %   21.1 %    

(1)
Loan balances do not include non-accrual loans in the amount of $80,000 at December 31, 2003.

        The company generally would benefit from increasing market rates of interest when it has an asset-sensitive gap and generally would benefit from decreasing market rates of interest when it is liability sensitive. The company currently is liability sensitive within one year. However, the company's gap analysis is not a precise indicator of its interest sensitivity position. The analysis presents only a static view of the timing of maturities and repricing opportunities, without taking into consideration that changes in interest rates do not affect all assets and liabilities equally. Net interest income is also impacted by other significant factors, including changes in the volume and mix of earning assets and interest-bearing liabilities.

Provision and Allowance for Loan Losses

        The company has developed policies and procedures for evaluating the overall quality of its credit portfolio and the timely identification of potential problem credits. Management's judgment as to the adequacy of the allowance is based upon a number of assumptions about future events, which it believes to be reasonable, but which may or may not prove to be accurate. Thus, there can be no

21



assurance that charge-offs in future periods will not exceed the allowance for loan losses or that additional increases in the loan loss allowance will not be required.

        Additions to the allowance for loan losses, which are expensed as the provision for loan losses on the company's income statement, are made periodically to maintain the allowance at an appropriate level based on management's analysis of the potential risk in the loan portfolio. As of December 31, 2003 management has implemented a system allocating the allowance for loan losses to specific components of the loan portfolio. Prior to December 31, 2003 the allowance was allocated on an overall portfolio basis. Allocation of the allowance to specific loan components is not necessarily indicative of future losses or future allocations. The entire allowance is available to absorb losses in the loan portfolio. The objective of management has been to fund the allowance for loan losses at approximately 1.1% to 1.5% of total loans until a tested historical loss experience has been established. During 2002 management began to build the allowance to the mid to upper range of this objective due to declining economic conditions and increased charge-offs in 2001 and 2002. During the first six months of 2003 the company recovered certain of these charge-offs and had slightly exceeded its target for the allowance for loan losses. As a result, the provision for loan losses was funded at a lower amount throughout 2003 as compared to 2002 and 2001. The amount of the provision is a function of the level of loans outstanding, the level of nonperforming loans, historical loan loss experience, the amount of loan losses actually charged against the reserve during a given period, and current and anticipated economic conditions. Management has also established a loan review process to ensure that its loan loss allowance is adequate. This process includes a review by the management senior credit committee of all loans originated for $100,000 or more. In addition all loan relationships with aggregate credit of $500,000 or more are reviewed annually and loans regardless of amount criticized or classified by management in accordance with regulatory guidelines are reviewed quarterly.

        At December 31, 2003 and 2002, the allowance for loan losses amounted to $1.7 million and $1.5 million, respectively. This represents 1.41% and 1.52% of outstanding loans at December 31, 2003 and 2002, respectively. At December 31, 2003, 2002 and 2001 the company had nonaccrual loans in the amount of $80,000, $144,000 and $404,000 respectively. There was $96,000, $340,000 and $421,000 in loans delinquent greater than 30 days at December 31, 2003, 2002 and 2001, respectively. There were $109,000 and $24,000 in loans greater than 90 days delinquent at December 31, 2003 and 2002 and none as of December 31, 2001. The provision for loan losses was $167,000, $677,000 and $407,000 for the years ended December 31, 2003, 2002 and 2001, respectively.

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Allowance For Loan Losses

(Dollars in thousands)

 
  December 31,
 
 
  2003
  2002
  2001
  2000
  1999
 
Average loans outstanding   $ 111,928   $ 93,992   $ 79,466   $ 60,001   $ 46,064  
   
 
 
 
 
 
Loans outstanding at period end   $ 121,009   $ 99,991   $ 87,519   $ 67,984   $ 52,297  
   
 
 
 
 
 
Total non-performing loans   $ 80   $ 144   $ 404          
   
 
 
 
 
 
Beginning balance of allowance   $ 1,525   $ 1,000   $ 873   $ 704   $ 532  
Loans charged-off:                                
  1-4 family residential mortgage     27         7          
  Home equity                 5      
  Commercial     157     156     270         26  
  Installment & credit card     51     16     7     2     15  
   
 
 
 
 
 
    Total loans charged-off     235     172     284     7     41  
   
 
 
 
 
 
Recoveries:                                
  1-4 family residential mortgage                      
  Home equity         19              
  Commercial     247     1     4     14     3  
  Installment & credit card     1             1      
   
 
 
 
 
 
    Total recoveries     248     20     4     15     3  
   
 
 
 
 
 
Net loans charged off (recovered)     (13 )   152     280     (8 )   38  
   
 
 
 
 
 
Provision for loan losses     167     677     407     161     210  
   
 
 
 
 
 
Balance at period end   $ 1,705   $ 1,525   $ 1,000   $ 873   $ 704  
   
 
 
 
 
 
Net charge-offs to average loans     (0.01 %)   0.16 %   0.35 %   (0.02 %)   0.08 %
Allowance as percent of total loans     1.41 %   1.53 %   1.14 %   1.28 %   1.35 %
Non-performing loans as % of total loans     0.07 %   0.14 %   0.46 %        
Allowance as % of non-performing loans     2123.60 %   1059.03 %   247.52 %        

Composition of the Allowance For Loan Losses

(In thousands)

 
  December 31,
2003

  % of
loans
in
category

 
Commercial, financial and agricultural   $ 167   9.5 %
Real estate—construction     214   6.4 %
Real estate mortgage:            
  Commercial     792   60.1 %
  Residential     293   9.8 %
Consumer     85   14.2 %
Unallocated     36   N/A  
   
 
 
Total   $ 1,705   100.0 %
   
 
 

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        Accrual of interest is discontinued on loans when management believes, after considering economic and business conditions and collection efforts that a borrower's financial condition is such that the collection of interest is doubtful. A delinquent loan is generally placed in nonaccrual status when it becomes 90 days or more past due. At the time a loan is placed in nonaccrual status, all interest, which has been accrued on the loan but remains unpaid is reversed and deducted from earnings as a reduction of reported interest income. Interest income is subsequently recognized only to the extent cash payments are received first to principal and then to interest income.

        Potential Problem Loans.    A potential problem loan is one in which management has serious doubts about the borrower's future performance under the terms of the loan contract. These loans are current as to principal and interest and, accordingly, they are not included in nonperforming assets categories. At December 31, 2003, the company had no loans considered by management to be potential problem loans. The level of potential problem loans is one factor to be used in the determination of the adequacy of the allowance for loan losses.

Noninterest Income and Expense

        Noninterest Income.    The company's primary source of noninterest income is service charges on deposit accounts. In addition, the company originates mortgage loans that are closed in the name of a third party for which the company receives a fee. Other sources of noninterest income are derived from commissions on sale of non-deposit investment products, bankcard fees, commissions on check sales, safe deposit box rent, wire transfer and official check fees. Noninterest income for the year ended December 31, 2003 was $1.4 million as compared to $1.2 million for 2002, an increase of $208,000, or 16.8%. This increase is primarily a result of the growth in deposit account balances and the related deposit account fees. Deposit account fees amounted to $700,000 in 2003 as compared to $587,000 in 2002. Mortgage loan fee income increased to $343,000 for the year ended December 31, 2003 as compared to $300,000 in 2002. This increase was attributable to the continued low market interest rates throughout 2003 which resulted in more new home sales and significant mortgage refinancings. Commissions on the sale of non-deposit investment products increased $84,000 from $116,000 in 2002 to $200,000 in 2003. The company continues to place emphasis on sources of noninterest income by attempting to increase mortgage loan fee income and commissions on the sale of non-deposit investment products.

        Noninterest income amounted to $938,000 in 2001. The increase in 2002 of $294,000, or 31.4%, as compared to 2001 is also primarily attributable to increased deposit account balances and the related deposit account fees. Deposit account fees increased $112,000, or 23.5%, in 2002 as compared to 2001. In addition, mortgage loan fees increased $83,000 from $217,000 in 2001 to $300,000 in 2002. As mentioned previously record low market interest rates contributing significantly to increased new home sales and home refinancings throughout 2002.

        Noninterest Expense.    In the very competitive financial services industry, management recognizes the need to place a great deal of emphasis on expense management and continually evaluates and monitors growth in discretionary expense categories in order to control future increases. The company has expanded its branch network over the last four years and has announced the opening of its seventh office in the second quarter of 2004. Along with this branch expansion the company has continued to improve the support infrastructure to enable the company to effectively manage the growth experienced over the last four years. As a result of management's expansion strategy, all categories of noninterest expense have continued to increase over the last four years. Management anticipates that they will continue to seek de novo branch expansion opportunities in key markets within the midlands of South Carolina.

        Noninterest expense increased to $6.2 million for the year ended December 31, 2003 from $5.4 million for the year ended December 31, 2002. Salary and employee benefits increased $566,000 in

24



2003 as compared to 2002. This increase resulted from an increase of 12 full time equivalent employees from 58 at December 31, 2002 to 70 at December 31, 2003. In addition, during 2002 the company added six new positions. All of these positions have been added to support the continued growth of the bank both in operation areas and branch offices. Equipment expense increased by $174,000, or 27.7%, in 2003, as compared to 2002. This is primarily attributable to increased depreciation and maintenance contract expense related to equipment purchased to upgrade and improve existing technology. During 2003 the company introduced an internet banking product, upgraded the teller and new account platform systems and upgraded the ATM and debit card processing system. In addition, the company installed ATMs at three branch locations that previously did not provide this service. The company continues to evaluate its technology systems in order to enhance its delivery of services. Noninterest expense in 2003, 2002 and 2001 includes amortization of the deposit premium intangible of $79,000, $185,000 and $124,000, respectively related to the acquisition of the Chapin office in February 2001. The deposit premium of $1.2 million is being amortized over a period of seven years. Marketing and public relations expense for 2003 increased by $29,000 as a result of planned increases in advertising to include the continued use of television media in our markets which was started in 2002.

        Noninterest expense increased to $5.4 million for the year ended December 2002 from $4.4 million for the year ended December 31, 2001. Salary and employee benefit expense increased $384,000 in 2002 as compared to 2001. This increase resulted from an increase of six full time equivalent employees from 52 at December 31, 2001 to 58 at December 31, 2002. Equipment expense increased by $103,000 in 2002 as compared to 2001. During 2002 the company introduced check imaging and upgraded its telecommunications and data network systems. Marketing and public relations expense increased by $97,000 in 2002 as compared to 2001. This increase is attributable to planned increases in advertising to include the use of television media in our markets.

        The following table sets forth for the periods indicated the primary components of non-interest expense:

(In thousands)

 
  Year ended December 31,
 
  2003
  2002
  2001
Salary and employee benefits   $ 3,307   $ 2,740   $ 2,356
Occupancy     395     340     294
Equipment     803     629     526
Marketing and public relations     273     244     147
Data processing     87     86     77
Supplies     126     161     110
Telephone     147     128     103
Correspondent services     78     72     78
Insurance     141     113     86
Professional fees     194     176     94
Postage     85     75     78
Amortization of intangibles     179     185     124
Other     343     428     308
   
 
 
    $ 6,158   $ 5,377   $ 4,381
   
 
 

Income Tax Expense

        Income tax expenses for the year ended December 31, 2003 were $965,000, or 34.9%, of income before taxes as compared to $758,000, or 34.1%, of income before taxes for the year ended December 31, 2002. Income taxes for 2001 were $569,000, or 34.0%, of income before taxes. The

25



company recognizes deferred tax assets for future deductible amounts resulting from differences in the financial statement and tax bases of assets and liabilities and operating loss carry forwards. A valuation allowance is then established to reduce the deferred tax asset to the level that it is more likely than not that the tax benefit will be realized. At current established federal and state statutory income tax rates it is anticipated that income tax expense for the company will remain approximately 34.0% to 35.0% of income before taxes in the future.

Financial Position

        Total assets at December 31, 2003 were $215.0 million as compared to $195.2 million at December 31, 2002. Average earning assets increased to $190.3 million during 2003 as compared to $165.5 million during 2002. Asset growth included a net increase in loans of $20.8 million from $98.5 million at December 31, 2002 to $119.3 million at December 31, 2003. Investment securities decreased $10.8 million from $69.8 million at yearend 2002 to $59.0 million at December 31, 2003. The growth in assets was primarily funded by an increase in deposit account balances of $17.2 million from $168.1 million at December 31, 2002 to $185.3 million at December 31, 2003. During August 2003 the company borrowed $5.0 million in advances from the Federal Home Loan Bank of Atlanta (FHLB). The advances are collateralized by investment securities held in safekeeping at the FHLB. Shareholders' equity totaled $19.5 million at December 31, 2003 as compared to $18.4 million at December 31, 2002. This increase was a result of retained earnings of $1.5 million offset by a decrease of the unrealized gain on available for sale securities $526,000 during 2003.

Earning Assets

        Loans.    Loans typically provide higher yields than the other types of earning assets, and thus one of the bank's goals is to have loans be the largest category of the bank's earning assets. At December 31, 2003 loans accounted for 60.6% of earning assets as compared to 58.6% of earning assets at December 31, 2002. Associated with the higher loan yields are the inherent credit and liquidity risks which management attempts to control and counterbalance. Management is committed to achieving its asset mix goals management without sacrificing asset quality. Loans averaged $111.9 million during 2003, as compared to $100.0 million in 2002.

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

(in thousands)

 
  December 31,
 
 
  2003
  2002
  2001
  2000
  1999
 
 
  Amount
  %
  Amount
  %
  Amount
  %
  Amount
  %
  Amount
  %
 
Commercial, financial and agricultural   $ 11,518   9.5 % $ 10,688   10.7 % $ 12,408   14.2 % $ 12,414   18.3 % $ 10,833   9.5 %
Real estate:                                                    
  Construction     7,782   6.4 %   7,533   7.5 %   10,126   11.6 %   3,879   5.7 %   4,943   6.4 %
  Mortgage—residential     11,804   9.8 %   11,055   11.1 %   9,272   10.6 %   8,327   12.2 %   7,849   9.8 %
  Mortgage—commercial     72,668   60.1 %   55,290   55.3 %   41,744   47.7 %   31,525   46.4 %   20,140   60.1 %
Consumer     17,237   14.2 %   15,425   15.4 %   13,968   15.9 %   11,839   17.4 %   8,532   14.2 %
   
 
 
 
 
 
 
 
 
 
 
    Total gross loans     121,009   100.0 %   99,991   100.0 %   87,518   100.0 %   67,984   100.0 %   52,297   100.0 %
         
       
       
       
       
 
Allowance for loan losses     (1,705 )       (1,525 )       (1,000 )       (873 )       (704 )    
   
     
     
     
     
     
    Total net loans   $ 119,303       $ 98,466       $ 86,518       $ 67,111       $ 51,593      
   
     
     
     
     
     

        In the context of this discussion, a real estate mortgage loan is defined as any loan, other than loans for construction purposes, secured by real estate, regardless of the purpose of the loan. The company follows the common practice of financial institutions in the company's market area of obtaining a security interest in real estate whenever possible, in addition to any other available

26



collateral. This collateral is taken to reinforce the likelihood of the ultimate repayment of the loan and tends to increase the magnitude of the real estate loan components. Generally the company limits the loan-to-value ratio to 80%. The principal components of the company's loan portfolio, at year-end 2003 and 2002, were commercial mortgage loans in the amount of $72.7 million and $55.3 million, representing 60.1% and 55.3% of the portfolio, respectively. Significant portions of these commercial mortgage loans are made to finance owner-occupied real estate. Management strives to maintain a conservative philosophy regarding its underwriting guidelines, and believes it will reduce the risk elements of its loan portfolio through strategies that diversify the lending mix.

        The repayment of loans in the loan portfolio as they mature is a source of liquidity for the company. The following table sets forth the company's loans maturing within specified intervals at December 31, 2003.

Loan Maturity Schedule and Sensitivity to Changes in Interest Rates

(In thousands)

 
  December 31, 2003
 
  One Year
or Less

  Over One
Year Through
Five Years

  Over
Five Years

  Total
Commercial, financial & agricultural   $ 4,408   $ 7,056   $ 54   $ 11,518
Real estate—construction     7,462     320         7,782
All other loan     13,245     77,908     10,556     101,709
   
 
 
 
    $ 25,115   $ 85,284   $ 10,610   $ 121,009
   
 
 
 
Loans maturing after one year with:                        
  Fixed interest rates                     $ 67,620
  Floating interest rates                       28,274
                     
                      $ 95,894
                     

        The information presented in the above table is based on the contractual maturities of the individual loans including loans, which may be subject to renewal at their contractual maturity. Renewal of such loans is subject to review and credit approval, as well as modification of terms upon their maturity.

        Investment Securities.    The investment securities portfolio is a significant component of the company's total earning assets. Total securities averaged $60.3 million in 2003, as compared to $58.5 million in 2002. This represents 31.7% and 35.3% of the average earning assets for the year ended December 31, 2003 and 2002, respectively. The objective of the company in its management of the investment portfolio is to maintain a portfolio of high quality, highly liquid investments with returns competitive with short term U.S. Treasury or agency obligations. This policy is particularly important as the company continues to emphasize increasing the percentage of the loan portfolio to total earning assets. At December 31, 2003, the weighted average life of the portfolio was 2.9 years and the weighted average tax equivalent yield was 4.0%. The company primarily invests in U.S. Treasury securities and securities of other U. S. Government agencies with maturities up to five years.

27


        The following table shows the investment portfolio composition:

(In thousands)

 
  December 31,
 
  2003
  2002
  2001
Securities available for sale at fair value:                  
U.S. Treasury   $ 3,027   $ 4,338   $ 6,357
U. S. Government agencies     35,596     45,919     24,282
Mortgage-backed securities     14,395     13,812     11,039
Other     941     699     589
   
 
 
      53,959     64,768     42,267
   
 
 
Securities held to maturity At amortized cost:                  
State and local government     4,985     5,007     4,088
Other     10     10     10
   
 
 
      4,995     5,117     4,089
   
 
 
  Total   $ 58,954   $ 69,885   $ 46,356
   
 
 

        The following table shows, at carrying value, the scheduled maturities and average yields of securities held.

Investment Securities Maturity Distribution and Yields (1)

(In thousands)

 
  December 31, 2003
 
 
  Within One Year
  After One But
Within Five Years

  After Five But
Within Ten Years

  After Ten Years
 
 
  Amount
  Yield
  Amount
  Yield
  Amount
  Yield
  Amount
  Yield
 
Held-to-maturity:                                          
  State and local government   $         $ 951   3.79 % $ 2,779   3.95 % $ 1,255   4.06 %
  Other                         10   5.85 %          
   
 
 
 
 
 
 
 
 
Total investment securities held-to maturity               951   3.79 %   2,789   3.96 %   1,255   4.06 %
   
 
 
 
 
 
 
 
 
Available-for-sale:                                          
  U.S. treasury     3,027   2.70 %                              
  U.S. government agencies     3,501   2.57 %   21,003   3.75 %   11,083   4.33 %          
  Mortgage-backed securities             524   5.73 %   5,178   3.99 %   8,702   4.39 %
  Other                                 941   5.25 %
   
 
 
 
 
 
 
 
 
Total investment securities available-for-sale     6,528   2.63 %   21,527   3.75 %   16,261   4.22 %   9,643   4.47 %
   
 
 
 
 
 
 
 
 
Total investment securities   $ 6,528   2.63 % $ 22,478   3.75 % $ 19,050   4.18 % $ 10,898   4.42 %
   
 
 
 
 
 
 
 
 

(1)
Investments with a call feature are shown as of the contractual maturity date.

        Short-Term Investments.    Short-term investments, which consist of federal funds sold, securities purchased under agreements to resell and interest bearing deposits, averaged $18.1 million in 2003, as compared to $13.1 million in 2002 and $11.5 million in 2001. At December 31, 2003, short-term investments totaled $19.6 million. These funds are a primary source of the company's liquidity and are generally invested in an earning capacity on an overnight basis.

28



Deposits and Other Interest-Bearing Liabilities

        Deposits.    Average deposits were $176.8 million during 2003, compared to $154.8 million during 2002. Average interest-bearing deposits were $144.4 million in 2003, as compared to $131.7 million in 2002.

        The following table sets forth the deposits of the company by category.

(In thousands)

 
  December 31,
 
 
  2003
  2002
  2001
 
 
  Amount
  % of
Deposits

  Amount
  % of
Deposits

  Amount
  % of
Deposits

 
Demand deposit accounts   $ 37,045   20.0 % $ 27,124   16.1 % $ 19,687   14.7 %
NOW accounts     33,660   18.2 %   30,207   18.0 %   15,415   11.5 %
Money market accounts     23,355   12.6 %   27,920   16.6 %   24,050   17.9 %
Savings accounts     11,223   6.0 %   9,818   5.8 %   7,774   5.8 %
Time deposits less than $100,000     45,125   24.4 %   46,647   27.8 %   40,906   30.4 %
Time deposits more than $100,000     34,850   18.8 %   26,346   15.7 %   26,570   19.7 %
   
 
 
 
 
 
 
    $ 185,258   100.0 % $ 168,062   100.0 % $ 134,402   100.0 %
   
 
 
 
 
 
 

        Core deposits, which exclude certificates of deposit of $100,000 or more, provide a relatively stable funding source for the company's loan portfolio and other earning assets. The company's core deposits were $150.4 million, $141.7 million and $107.8 million at December 31, 2003, 2002 and 2001, respectively. A stable base of deposits are expected to be the company's primary source of funding to meet both its short-term and long-term liquidity needs in the future.

        The maturity distribution of the company's time deposits is shown in the following table.

Maturities of Certificates of Deposit and Other Time Deposit of $100,000 or more

(In thousands)

 
  December 31, 2003
 
  Within Three
Months

  After Three
Through
Six Months

  After Six
Through
Twelve Months

  After
Twelve
Months

  Total
Certificates of deposit of $100,000 or more   $ 15,696   $ 4,806   $ 8,722   $ 5,626   $ 34,850
   
 
 
 
 

        There were no Other Time Deposits of $100,000 or more at December 31, 2003.

        Large certificate of deposit customers tend to be extremely sensitive to interest rate levels, making these deposits less reliable sources of funding for liquidity planning purposes than core deposits. Some financial institutions partially fund their balance sheets using large certificates of deposit obtained through brokers. These brokered deposits are generally expensive and can be unreliable as long-term funding sources. Accordingly, the company does not currently accept brokered deposits.

        Borrowed funds.    Borrowed funds consist primarily of short-term borrowings in the form of securities sold under agreements to repurchase, and Federal Home Loan Bank advances. Short term borrowings averaged $6.0 million and $5.2 million during 2003 and 2002, respectively. The repurchase agreements are generally originated with customers that have other relationships with the company and tend to provide a stable and predictable source of funding. Repurchase agreements averaged $6.0 million and $5.2 million during 2003 and 2002, respectively. As a member of the Federal Home Loan Bank of Atlanta (FHLB Atlanta) the bank has access to advances from the FHLB Atlanta for

29



various terms and amounts. During 2003 the average outstanding advances amounted to $1.9 million. There were no advances in 2002.

        The following is a schedule of the maturities for Federal Home Loan Bank Advances as of December 31, 2003:

(In thousands)
Maturing

  Amount
  Rate
 
2004   $ 1,000   1.60 %
2005     2,500   2.08 %
2006     1,500   2.83 %
   
 
 
    $ 5,000   2.24 %
   
 
 

Capital

        Total shareholders' equity as of December 31, 2003 was $19.5 million, an increase of $1.1 million or approximately 6.0% compared with shareholders' equity of $18.4 million as of December 31, 2002. This increase was attributable to net income for the year ended December 31, 2003 of $1.8 million offset by a decrease in the net unrealized gain of $526,000 net of tax effect in the market value of investment securities available-for-sale. During the second quarter of 2002 the company paid its first quarterly cash dividend of $0.04 per share. Subsequent to this first cash dividend the company paid a $0.04 per share dividend in the third and fourth quarter of 2002. The company paid $.04 per share dividend in the first quarter of 2003 and a $.05 per share dividend for the second through the fourth quarter of 2003. Total dividends paid in 2003 and 2002 amounted to $302,000 and $191,000, respectively. The company introduced a dividend reinvestment plan in the third quarter of 2003. The plan allows existing shareholders the option of reinvesting cash dividends as well as making optional purchases of up to $5,000 in the purchase of common stock per quarter.

        Under the capital guidelines of the Federal Reserve and the OCC, the company and the bank are currently required to maintain a minimum risk-based total capital ratio of 8%, with at least 4% being Tier 1 capital. Tier 1 capital consists of common shareholders' equity, qualifying perpetual preferred stock, and minority interests in equity accounts of consolidated subsidiaries, less goodwill. In addition, the bank must maintain a minimum Tier 1 leverage ratio (Tier 1 capital to total assets) of at least 4%, but this minimum ratio is increased by 100 to 200 basis points for other than the highest-rated institutions.

        The company and the bank exceeded their regulatory capital ratios, as set forth in the following table.

30



Analysis of Capital

(In thousands)

 
  Required
Amount

  %
  Actual
Amount

  %
  Excess
Amount

  %
 
The Bank:                                
December 31, 2003                                
  Risk Based Capital                                
    Tier 1   $ 5,613   4.0 % $ 15,295   10.9 % $ 9,682   6.9 %
    Total Capital     11,225   8.0 %   17,000   12.1 %   5,775   4.1 %
  Tier 1 Leverage     8,280   4.0 %   15,295   7.4 %   7,015   3.4 %
December 31, 2002                                
  Risk Based Capital                                
    Tier 1   $ 4,775   4.0 % $ 13,559   11.4 % $ 8,748   7.4 %
    Total Capital     9,551   8.0 %   15,052   12.6 %   5,501   4.6 %
  Tier 1 Leverage     7,576   4.0 %   13,559   7.2 %   5,983   3.2 %
The Company:                                
December 31, 2003                                
  Risk Based Capital                                
    Tier 1   $ 5,635   4.0 % $ 18,607   13.2 % $ 12,972   9.2 %
    Total Capital     11,269   8.0 %   20,312   14.4 %   9,043   6.4 %
  Tier 1 Leverage     8,395   4.0 %   18,607   8.9 %   11,072   4.9 %
December 31, 2002                                
  Risk Based Capital                                
    Tier 1   $ 4,797   4.0 % $ 16,831   14.0 % $ 11,834   10.0 %
    Total Capital     9,594   8.0 %   18,330   15.3 %   8,736   7.3 %
  Tier 1 Leverage     7,679   4.0 %   16,831   8.8 %   9,152   4.8 %

        On July 10, 1998 the Company closed a secondary offering in which 679,218 additional shares (adjusted for the June 30, 2001 5% stock dividend and the February 28, 2002 5-for-4 stock split) were issued with proceeds after offering expenses of approximately $6.6 million. Approximately $4.1 million of the proceeds from this offering were used to provide additional capital to the bank. The company is using the proceeds of the secondary offering to support its continued growth and believe that its capital resources are adequate to meet its operating needs.

Liquidity Management

        Liquidity management involves monitoring the company's sources and uses of funds in order to meet its day-to-day cash flow requirements while maximizing profits. Liquidity represents the ability of a company to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management is made more complicated because different balance sheet components are subject to varying degrees of management control. For example, the timing of maturities of the investment portfolio is very predictable and subject to a high degree of control at the time investment decisions are made. However, net deposit inflows and outflows are far less predictable and are not subject to nearly the same degree of control. Asset liquidity is provided by cash and assets which are readily marketable, or which can be pledged, or which will mature in the near future. Liability liquidity is provided by access to core funding sources, principally the ability to generate customer deposits in the company's market area. In addition, liability liquidity is provided through the ability to borrow against approved lines of credit (federal funds purchased) from correspondent banks and to borrow on a secured basis through securities sold under agreements to repurchase. The bank is a member of the FHLB Atlanta and has the ability to obtain advances for

31



various periods of time. These advances will be secured by securities pledged by the bank or assignment of specific loans within the bank's portfolio.

        With the successful completion of the common stock offering in 1995 and the secondary offering completed in July 1998, the company has maintained a high level of liquidity that has been adequate to meet planned capital expenditures, as well as providing the necessary cash requirements of the company and the bank needed for operations. The company's funds sold and short term interest bearing deposits position, its primary source of liquidity, averaged $18.1 million during the year ended December 31, 2003, and was $19.6 million at December 31, 2003. The company also maintains federal funds purchased lines, in the amount of $6.5 million with several financial institutions, although these have not been utilized in 2003. The FHLB Atlanta has approved a line of credit of up to 15% of the bank assets which would be collateralized by a pledge against specific investment securities. Management regularly reviews the liquidity position of the company and has implemented internal policies establishing guidelines for sources of asset based liquidity and limit the total amount of purchased funds used to support the balance sheet and funding from non core sources. Management believes that its existing stable base of core deposits along with continued growth in this deposit base will enable the company to meet its long term liquidity needs successfully.

Impact of Inflation

        Unlike most industrial companies, the assets and liabilities of financial institutions such as the company and the bank are primarily monetary in nature. Therefore, interest rates have a more significant effect on the company's performance than do the effects of changes in the general rate of inflation and change in prices. In addition, interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services. As discussed previously, management seeks to manage the relationships between interest sensitive assets and liabilities in order to protect against wide interest rate fluctuations, including those resulting from inflation.

32


Item 7. Financial Statements

REPORT OF INDEPENDENT AUDITOR

The Board of Directors
First Community Corporation
Lexington, South Carolina

        I have audited the accompanying balance sheets of First Community Corporation as of December 31, 2003 and 2002, and the related statements of operations, changes in shareholders' equity and comprehensive income and cash flows for the three years ended December 31, 2003. These financial statements are the responsibility of management. My responsibility is to express an opinion on these financial statements based on my audits.

        I conducted the audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that I 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. I believe that my audits provide a reasonable basis for my opinion.

        In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of First Community Corporation at December 31, 2003 and 2002 and the results of its operations and its cash flows for the three years ended December 31, 2003, in conformity with generally accepted accounting principles in the United States of America.

      

/s/ Clifton D. Bodiford
Certified Public Accountant
Columbia, SC
January 16, 2004

33


FIRST COMMUNITY CORPORATION
Consolidated Balance Sheets

 
  December 31,
 
  2003
  2002
ASSETS            
Cash and due from banks   $ 6,926,341   $ 7,698,671
Interest-bearing bank balances     2,221,397     935,536
Federal funds sold and securities purchased under agreements to resell     17,335,461     9,209,069
Investment securities — available for sale     53,958,799     64,767,700
Investment securities — held to maturity (market value of $5,169,282 and $5,160,669 at December 31, 2003 and 2002, respectively)     4,994,896     5,016,990
Loans     121,008,673     99,991,248
Less, allowance for loan losses     1,705,082     1,525,308
   
 
  Net loans     119,303,591     98,465,940
Property, furniture and equipment—net     7,981,611     6,811,540
Intangible assets     763,585     942,295
Other assets     1,543,008     1,352,974
   
 
  Total assets   $ 215,028,689   $ 195,200,715
   
 

LIABILITIES

 

 

 

 

 

 
Deposits:            
  Non-interest bearing demand   $ 37,043,600   $ 27,124,475
  NOW and money market accounts     57,015,473     58,127,157
  Savings     11,222,761     9,818,007
  Time deposits less than $100,000     45,125,843     46,646,739
  Time deposits $100,000 and over     34,850,195     26,346,095
   
 
    Total deposits     185,257,872     168,062,473
Federal Home Loan Bank advances     5,000,000    
Securities sold under agreements to repurchase     3,941,000     7,306,064
Other borrowed money     160,076     164,287
Other liabilities     1,160,927     1,229,168
   
 
    Total liabilities     195,519,875     176,761,992
   
 

SHAREHOLDERS' EQUITY

 

 

 

 

 

 
Preferred stock, par value $1.00 per share; 10,000,000 shares authorized; none issued and outstanding            
Common stock, par value $1.00 per share; 10,000,000 shares authorized; issued and outstanding 1,597,224 in 2003 and 1,587,970 in 2002     1,597,224     1,587,970
Additional paid in capital     12,862,715     12,771,383
Retained earnings     4,909,742     3,414,234
Accumulated other comprehensive income     139,133     665,136
   
 
  Total shareholders' equity     19,508,814     18,438,723
   
 
  Total liabilities and shareholders' equity   $ 215,028,689   $ 195,200,715
   
 

See Notes to Consolidated Financial Statements

34


FIRST COMMUNITY CORPORATION
Consolidated Statements of Income

 
  Year Ended December 31,
 
  2003
  2002
  2001
Interest income:                  
  Loans, including fees   $ 7,581,751   $ 7,025,363   $ 6,855,382
  Investment securities—available-for-sale     2,069,345     2,427,970     2,183,435
  Investment securities—held-to-maturity     198,234     186,206     126,961
  Other short term investments     179,030     207,577     445,469
   
 
 
    Total interest income     10,028,360     9,847,116     9,611,247
   
 
 
Interest expense:                  
  Deposits     2,307,974     2,759,818     3,966,442
  Securities sold under agreement to repurchase     29,704     41,601     118,796
  Other borrowed money     42,934     1,380     3,066
   
 
 
    Total interest expense     2,380,612     2,802,799     4,088,304
   
 
 
    Net interest income     7,647,748     7,044,317     5,522,943
    Provision for loan losses     167,000     677,000     407,300
   
 
 
    Net interest income after provision for loan losses     7,480,748     6,367,317     5,115,643
   
 
 
Non-interest income:                  
  Deposit service charges     700,359     586,918     475,331
  Mortgage origination fees     343,472     300,363     217,074
  Gain on sale of securities         60,616    
  Other     395,973     284,359     245,680
   
 
 
    Total non-interest income     1,439,804     1,232,256     938,085
   
 
 
Non-interest expense:                  
  Salaries and employee benefits     3,306,714     2,740,255     2,356,126
  Occupancy     395,380     340,269     294,438
  Equipment     803,482     629,119     526,251
  Marketing and public relations     273,257     244,334     147,138
  Amortization of intangibles     178,710     185,280     123,520
  Other     1,200,638     1,238,255     933,180
   
 
 
    Total non-interest expense     6,158,181     5,377,512     4,380,653
   
 
 
Net income before tax     2,762,371     2,222,061     1,673,075
Income taxes     964,890     757,701     569,421
   
 
 
    Net income   $ 1,797,481   $ 1,464,360   $ 1,103,654
   
 
 
Basic earnings per common share   $ 1.13   $ 0.92   $ 0.69
   
 
 
Diluted earnings per common share   $ 1.08   $ 0.90   $ 0.68
   
 
 

See Notes to Consolidated Financial Statements

35


FIRST COMMUNITY CORPORATION
Consolidated Statement of Changes in Shareholders' Equity and Comprehensive Income

 
  Shares
Issued

  Common
Stock

  Additional
Paid-in
Capital

  Retained
Earnings

  Accumulated
Other
Comprehensive
Income

  Total
 
Balance December 31, 2000   1,207,177   $ 1,207,177   $ 12,248,087   $ 1,916,237   $ (2,737 ) $ 15,368,764  
Comprehensive income:                                    
  Net income                     1,103,654           1,103,654  
  Accumulated other comprehensive income, net of income tax of $141,041                           274,975     274,975  
                               
 
Total comprehensive income                                 1,378,629  
                               
 
  5% stock dividend   60,282     60,282     813,807     (875,280 )         (1,191 )
  Stock options exercised   3,150     3,150     26,850                 30,000  
   
 
 
 
 
 
 
Balance December 31, 2001   1,270,609     1,270,609     13,088,744     2,144,611     272,238     16,776,202  
Comprehensive income:                                    
  Net income                     1,464,360           1,464,360  
  Accumulated other comprehensive income, net of income tax of $217,860                           392,898     392,898  
                               
 
Total comprehensive income                                 1,857,258  
                               
 
5-for-4 stock split   317,361     317,361     (317,361 )   (4,181 )         (4,181 )
Cash dividend ($0.12 per share)                     (190,556 )         (190,556 )
   
 
 
 
 
 
 
Balance December 31, 2002   1,587,970     1,587,970     12,771,383     3,414,234     665,136     18,438,723  
Comprehensive income:                                    
  Net income                     1,797,481           1,797,481  
  Accumulated other comprehensive loss, net of income tax benefit of $299,069                           (526,003 )   (526,003 )
                               
 
Total comprehensive income                                 1,271,478  
                               
 
Cash dividend ($0.19 per share)                     (301,973 )         (301,973 )
Exercise of stock options   6,923     6,923     45,909                 52,832  
Dividend reinvestment plan   2,331     2,331     45,423                 47,754  
   
 
 
 
 
 
 
Balance December 31, 2003   1,597,224   $ 1,597,224   $ 12,862,715   $ 4,909,742   $ 139,133   $ 19,508,814  
   
 
 
 
 
 
 

See Notes to Consolidated Financial Statements

36


FIRST COMMUNITY CORPORATION
Consolidated Statements of Cash Flows

 
  Year Ended December 31,
 
 
  2003
  2002
  2001
 
Cash flows from operating activities:                    
  Net income   $ 1,797,481   $ 1,464,360   $ 1,103,654  
  Adjustments to reconcile net income to net cash used in operating activities:                    
    Depreciation     631,356     502,666     469,479  
    Premium amortization (Discount accretion)     225,564     146,623     (124,558 )
    Provision for loan losses     167,000     677,000     407,300  
    Amortization of intangibles     178,710     185,280     161,445  
    Gain on sale of securities         (60,616 )    
    Increase in other assets     109,035     (382,533 )   (294,670 )
    Increase (decrease) in accounts payable     (68,241 )   64,884     375,716  
   
 
 
 
      Net cash provided in operating activities     3,040,905     2,597,664     2,098,366  
   
 
 
 
Cash flows form investing activities:                    
  Purchase of investment securities available-for-sale     (39,509,065 )   (55,130,066 )   (56,263,765 )
  Maturity/call of investment securities available-for-sale     49,297,109     33,207,257     40,263,667  
  Purchase of investment securities held-to-maturity     (767,685 )   (951,762 )   (2,590,493 )
  Maturity/call of investment securities held-to-maturity     760,000         1,500,000  
  Increase in loans     (21,004,651 )   (12,624,773 )   (19,794,785 )
  Acquisition of branch             11,899,144  
  Purchase of property and equipment     (1,801,427 )   (817,231 )   (896,268 )
   
 
 
 
      Net cash used in investing activities     (13,025,719 )   (36,316,575 )   (25,882,500 )
   
 
 
 
Cash flows from financing activities:                    
  Increase in deposit accounts     17,195,399     33,660,817     28,469,970  
  Advances from the Federal Home Loan Bank     5,000,000              
  Increase (decrease) in securities sold under agreements to repurchase     (3,365,064 )   3,255,364     1,101,300  
  Increase (decrease) in other borrowings     (4,211 )   1,938     38,269  
  Proceeds from exercise of stock options     52,832         30,000  
  Dividend reinvestment plan     47,754              
  Cash in lieu of fractional shares         (4,181 )   (1,191 )
  Cash dividends paid     (301,973 )   (190,556 )      
   
 
 
 
      Net cash provided from financing activities     18,624,737     36,723,382     29,638,348  
   
 
 
 
Net increase in cash and cash equivalents     8,639,923     3,004,471     5,854,214  
Cash and cash equivalents at beginning of period     17,843,276     14,838,805     8,984,591  
   
 
 
 
Cash and cash equivalents at end of period   $ 26,483,199   $ 17,843,276   $ 14,838,805  
   
 
 
 
Supplemental disclosure:                    
  Cash paid during the period for:                    
    Interest   $ 2,431,318   $ 2,754,208   $ 3,938,716  
    Taxes   $ 1,000,000   $ 818,000   $ 526,534  
  Non-cash investing and financing activities:                    
    Unrealized (loss) gain on securities available-for-sale   $ (825,072 ) $ 610,758   $ 416,016  

See Notes to Consolidated Financial Statements

37


FIRST COMMUNITY CORPORATION
Notes to Consolidated Financial Statements

Note 1—ORGANIZATION AND BASIS OF PRESENTATION

        The consolidated financial statements include the accounts of First Community Corporation (the company) and its wholly owned subsidiary First Community Bank, N.A (the bank). All material intercompany transactions are eliminated in consolidation. The Company was organized on November 2, 1994, as a South Carolina corporation, and was formed to become a bank holding company. The bank opened for business on August 17, 1995.

Note 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Use of Estimates

        The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. These principles require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

        Material estimates that are particularly susceptible to significant change relate to the determination of the reserve for loan losses. The estimation process includes management's judgment as to future losses on existing loans based on an internal review of the loan portfolio, including an analysis of the borrowers current financial position, the consideration of current and anticipated economic conditions and the effect on specific borrowers. In determining the collectibility of loans management also considers the fair value of underlying collateral. Various regulatory agencies, as an integral part of their examination process, review the bank's allowance for loan losses. Such agencies may require the bank to recognize additions to the allowance based on their judgments about information available to them at the time of their examination. Because of these factors it is possible that the allowance for loan losses could change materially.

        Cash and Cash Equivalents

        Cash and cash equivalents consist of cash on hand, due from banks, federal funds sold and securities purchased under agreements to resell. Generally federal funds are sold for a one-day period and securities purchased under agreements to resell mature in less than 90 days.

        Investment Securities

        Investment securities are classified as either held-to-maturity or available-for-sale. In determining such classification, securities that the company has the positive intent and ability to hold to maturity are classified as held-to maturity and are carried at amortized cost. All other securities are classified as available-for-sale and carried at estimated fair values with unrealized gains and losses included in shareholders' equity on an after tax basis.

        Gains and losses on the sale of available-for-sale securities are determined using the specific identification method. Declines in the fair value of individual held-to-maturity and available-for-sale securities below their cost that are judged to be other than temporary are written down to fair value and charged to income in the Consolidated Statement of Income.

        Premiums and discounts are recognized in interest income using the interest method over the period to maturity.

        Loans and Allowance for Loan Losses

        Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are reported at their outstanding principal balance adjusted for any charge-offs, the allowance for loan losses, and any deferred fees or costs on originated loans. Interest is

38



recognized over the term of the loan based on the loan balance outstanding. Fees charged for originating loans, if any, are deferred and offset by the deferral of certain direct expenses associated with loans originated. The net deferred fees are recognized as yield adjustments by applying the interest method.

        The allowance for loan losses is maintained at a level believed to be adequate by management to absorb potential losses in the loan portfolio. Management's determination of the adequacy of the allowance is based on an evaluation of the portfolio, past loss experience, economic conditions and volume, growth and composition of the portfolio.

        The company considers a loan to be impaired when, based upon current information and events, it is believed that the company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Loans that are considered impaired are accounted for at fair value. The accrual of interest on impaired loans is discontinued when, in management's opinion, the borrower may be unable to meet payments as they become due, generally when a loan becomes 90 days past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received first to principal and then to interest income.

        Property and Equipment

        Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the asset's estimated useful life. Estimated lives range up to 39 years for buildings and up to 10 years for furniture, fixtures and equipment.

        Intangible Assets

        Intangible assets consist primarily of core deposit premiums and goodwill resulting from the Company's acquisition of a branch office during 2001. Core deposit intangibles are being amortized over 7 years on a straight-line basis. Goodwill is not amortized but tested annually for impairment.

        Comprehensive Income

        The Company reports comprehensive income in accordance with SFAS 130, "Reporting Comprehensive Income." SFAS 130 requires that all items that are required to be reported under accounting standards as comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The disclosure requirements have been included in the Company's consolidated statements of shareholders' equity and comprehensive income.

        Marketing and Public Relations Expense

        The company expenses marketing and public relations expense as incurred.

        Income Taxes

        A deferred income tax liability or asset is recognized for the estimated future effects attributable to differences in the tax bases of assets or liabilities and their reported amounts in the financial statements as well as operating loss and tax credit carryforwards. The deferred tax asset or liability is measured using the enacted tax rate expected to apply to taxable income in the period in which the deferred tax asset or liability is expected to be realized or liquidated.

        Stock Based Compensation Cost

        The Company applies Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees". Accordingly, compensation cost for stock options is measured as the excess, if any, of the market price of the Company's stock at the date of the grant over the amount an employee must pay to acquire the stock. Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS 123) was issued in October 1995, and encourages but does not require,

39



adoption of a fair value method of accounting for employee stock based compensation plans. The company has adopted the disclosure-only provisions of SFAS 123 and has disclosed in the footnotes pro-forma net income and earnings per share information as if the fair value method had been applied.

        Earnings Per Share

        Basic earnings per share ("EPS") excludes dilution and is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income by the weighted number of average shares of common stock and common stock equivalents. Common stock equivalents consist of stock options and are computed using the treasury stock method.

        Segment Information

        Statement of Financial Accounting Standards (SFAS) No. 131 "Disclosures about Segments of an Enterprise and Related Information" requires selected segment information of operating segments based on a management approach. The company operates as one business segment.

Note 3—PURCHASE OF BRANCH OFFICE

        On February 9, 2001, the bank purchased certain assets and assumed certain liabilities associated with the Chapin, South Carolina branch of Newberry Federal Savings Bank. The acquisition was accounted for as a purchase. The premium paid for deposit liabilities and other intangible assets recorded as a result of this transaction are being amortized on a straight-line basis over a period of seven years. Summarized below are the assets and liabilities recorded as a result of the purchase.

Cash and cash equivalents   $ 11,343,432
Loans     20,254
Premises and equipment     692,456
Other assets, including deposit premium     1,239,448
   
  Total assets   $ 13,295,590
   
Deposits   $ 13,171,607
Accrued interest and other liabilities     123,983
   
  Total liabilities   $ 13,295,590
   

Note 4—INVESTMENT SECURITIES

        The amortized cost and estimated fair values of investment securities are summarized below:

        HELD-TO-MATURITY:

 
  Amortized
Cost

  Gross
Unrealized
Gain

  Gross
Unrealized
Loss

  Fair Value
December 31, 2003:                        
State and local government   $ 4,984,896   $ 193,254   $ 18,868   $ 5,159,282
Other     10,000             10,000
   
 
 
 
    $ 4,994,896   $ 193,254   $ 18,868   $ 5,169,282
   
 
 
 
December 31, 2002:                        
State and local government   $ 5,006,990   $ 166,981   $ 23,302   $ 5,150,669
Other     10,000             10,000
   
 
 
 
    $ 5,016,990   $ 166,981   $ 23,302   $ 5,160,669
   
 
 
 

40


        AVAILABLE-FOR-SALE:

 
  Amortized
Cost

  Gross
Unrealized
Gain

  Gross
Unrealized
Loss

  Fair Value
December 31, 2003:                        
US Treasury securities   $ 3,004,510   $ 22,389   $   $ 3,026,899
US Government agency securities     35,519,237     197,131     120,055     35,596,313
Mortgage-backed securities     14,280,293     140,250     25,663     14,394,880
Other     940,707             940,707
   
 
 
 
    $ 53,744,747   $ 359,770   $ 145,718   $ 53,958,799
   
 
 
 
December 31, 2002:                        
US Treasury securities   $ 4,273,006   $ 64,818   $   $ 4,337,824
US Government agency securities     45,282,395     639,734     2,975     45,919,154
Mortgage-backed securities     13,473,976     337,546         13,811,522
Other     699,200             699,200
   
 
 
 
    $ 63,728,577   $ 1,042,098   $ 2,975   $ 64,767,700
   
 
 
 

        For the year ended December 31, 2002, proceeds from the sales of securities available-for-sale amounted to $2,590,782. Gross realized gains amounted to $60,616. There were no gross realized losses. The tax provision applicable to the realized gain was approximately $20,700. There were no sales of securities in 2003 or 2001.

        The amortized cost and fair value of investment securities at December 31, 2003, by contractual maturity, follow. Expected maturities differ from contractual maturities because borrowers may have the right to call or prepay the obligations with or without prepayment penalties.

 
  Held-to-maturity
  Available-for-sale
 
  Amortized
Cost

  Fair
Value

  Amortized
Cost

  Fair
Value

Due in one year or less   $   $   $ 6,498,632   $ 6,528,099
Due after one year through five years     942,047     975,126     21,451,358     21,526,956
Due after five years through ten years     2,798,298     2,909,411     16,216,544     16,259,884
Due after ten years     1,254,551     1,284,745     9,578,204     9,643,860
   
 
 
 
    $ 4,994,896   $ 5,169,282   $ 53,744,738   $ 53,958,799
   
 
 
 

        Securities with an amortized cost of $13,463,000 and fair value of $13,482,000 at December 31, 2003, were pledged to secure public deposits, demand notes due the U.S. Treasury and securities sold under agreements to repurchase.

41



Note 5—LOANS

        Loans summarized by category are as follows:

 
  December 31,
 
  2003
  2002
Commercial, financial and agricultural   $ 11,517,891   $ 10,688,366
Real estate—construction     7,781,620     7,533,065
Real estate—mortgage            
  Commercial     72,668,233     55,289,732
  Residential     11,803,875     11,054,830
Consumer     17,237,054     15,425,255
   
 
    $ 121,008,673   $ 99,991,248
   
 

        Activity in the allowance for loan losses was as follows:

 
  December 31,
 
 
  2003
  2002
  2001
 
Balance at the beginning of year   $ 1,525,308   $ 1,000,412   $ 873,356  
Provision for loan losses     167,000     677,000     407,300  
Charged off loans     (235,183 )   (171,735 )   (283,578 )
Recoveries     247,957     19,631     3,334  
   
 
 
 
Balance at end of year   $ 1,705,082   $ 1,525,308   $ 1,000,412  
   
 
 
 

        At December 31, 2003, the Bank had loans on non accrual in the amount of $80,292. If these loans had been current in accordance with their original terms interest income during the year would have been recognized in the amount of $4,990. Recorded interest on these loans amounted to $800. Loans classified as impaired at December 31, 2003 and 2002 totaled $80,292 and $143,915. These loans were recorded at or below fair value. The average recorded investment in loans classified as impaired for the years ended December 31, 2003 and 2002 amounted to $170,178 and $184,250, respectively.

        Loans outstanding to Bank directors, executive officers and their related business interests amounted to $2,419,324 and $2,467,539 at December 31, 2003 and 2002, respectively. Repayments on these loans during the year ended December 31, 2003 were $248,214 and loans made amounted to $200,000. Related party loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with an unrelated persons and do not involve more than the normal risk of collectibility.

Note 6—PROPERTY AND EQUIPMENT

        Property and equipment consisted of the following:

 
  December 31,
 
  2003
  2002
Land   $ 2,806,306   $ 2,806,306
Premises     3,859,107     3,248,851
Equipment     3,034,271     2,659,045
Construction in progress     801,694    
   
 
      10,501,378     8,714,202
Accumulated depreciation     2,519,767     1,902,662
   
 
    $ 7,981,611   $ 6,811,540
   
 

42


        Provision for depreciation included in operating expenses for the years ended December 31, 2003, 2002 and 2001 amounted to $631,356, $502,665 and $469,479, respectively.

Note 7—DEPOSITS

        At December 31, 2003, the scheduled maturities of Certificates of Deposits are as follows:

2004   $ 62,419,914
2005     5,631,792
2006     1,359,160
2007     6,477,184
2008     4,087,988
   
    $ 79,976,038
   

Note 8—ADVANCES FROM FEDERAL HOME LOAN BANK

        Advances from the Federal Home Loan Bank of Atlanta at December 31, 2003 consisted of the following:

Maturing

  Weighted
Average Rate

  Amount
2004   1.60 % $ 1,000,000
2005   2.08 %   2,500,000
2006   2.83 %   1,500,000
   
 
    2.24 %   5,000,000
   
 

        As collateral for its advances, the Company has pledged securities with a fair value of $5,214,730. In addition, all of the Company's Federal Home Loan Bank Stock is pledged for these advances. Advances are subject to prepayment penalties. The average advances during 2003 were $1,904,000. The average interest rate was 2.24% and the maximum outstanding amount at any month end was $5,000,000. There were no advances outstanding during 2002.

Note 9—SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE AND OTHER BORROWED MONEY

        Securities sold under agreements to repurchase generally mature within one to four days from the transaction date. The weighted average interest rate at December 31, 2003 and 2002, was 0.51% and 0.51%, respectively. The maximum month-end balance during 2003 and 2002 was $8,155,100 and $7,306,000 respectively.

        Other borrowed money at December 31, 2003 and 2002 consisted of $160,076 and $164,287, respectively which was due under the treasury tax and loan note program.

43



Note 10—INCOME TAXES

        Income tax expense for the years ended December 31, 2003, 2002 and 2001 consists of the following:

 
  Year ended December 31
 
 
  2003
  2002
  2001
 
Current                    
  Federal   $ 869,508   $ 917,475   $ 660,111  
  State     97,727     91,064     61,589  
   
 
 
 
      967,235     1,008,539     721,700  
   
 
 
 
Deferred                    
  Federal     6,749     (229,816 )   (139,518 )
  State     (9,094 )   (21,022 )   (12,761 )
   
 
 
 
      (2,345 )   (250,838 )   (152,279 )
   
 
 
 
Change in valuation allowance              
   
 
 
 
Income tax expense   $ 964,890   $ 757,701   $ 569,421  
   
 
 
 

        A reconciliation from expected federal tax expense to effective income tax expense for the periods indicated are as follows:

 
  Year ended December 31
 
 
  2003
  2002
  2001
 
Expected federal income tax expense   $ 939,206   $ 755,500   $ 568,845  
State income tax net of federal benefit     64,600     60,100     40,649  
Tax exempt interest     (61,300 )   (58,700 )   (35,588 )
Other     22,384     801     (4,485 )
   
 
 
 
    $ 964,890   $ 757,701   $ 569,421  
   
 
 
 

        The following is a summary of the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities:

 
  December 31,
 
  2003
  2002
Assets:            
  Provision for bad debts   $ 613,671   $ 548,969
  Excess basis of intangible assets     98,005     64,436
   
 
    Deferred tax asset     711,676     613,405
   
 
Liabilities:            
  Tax depreciation in excess of book depreciation     157,672     61,746
  Unrealized gain on securities available-for-sale     77,038     373,987
   
 
    Total deferred tax liabilities     234,710     435,733
   
 
    Net deferred tax asset recognized   $ 476,966   $ 177,672
   
 

        There was no valuation allowance for deferred tax assets at either December 31, 2003 or 2002. No valuation allowance has been established as it is management's belief that realization of the deferred tax asset is more likely than not. The net deferred asset is included in other assets on the consolidated balance sheets.

        A portion of the change in the net deferred tax asset relates to unrealized gains and losses on securities available-for-sale. The related tax benefit of $299,069 has been recorded directly to shareholders' equity. The balance of the change in the net deferred tax asset results from current period deferred tax benefit of $2,345.

44


Note 11—FAIR VALUE OF FINANCIAL INSTRUMENTS

        Statement of Financial Accounting Standards No. 107, "Disclosure about Fair Value of Financial Instruments" (SFAS 107), requires the Company to disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions are set forth below.

        Cash and short term investments—The carrying amount of these financial instruments (cash and due from banks, federal funds sold and securities purchased under agreements to resell) approximate fair value. All mature within 90 days and do not present unanticipated credit concerns.

        Investment Securities—Fair values are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments.

        Loans—For certain categories of loans, such as variable rate loans and other lines of credit, the carrying amount, is a reasonable estimate of fair value as the Company has the ability to reprice the loan as interest rate changes occur. The fair value of other loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. As discount rates are based on current loan rates as well as management estimates, the fair values presented may not be indicative of the value negotiated in an actual sale.

        Accrued Interest Receivable—The fair value approximates the carrying value.

        Deposits—The fair value of demand deposits, savings accounts, and money market accounts is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposits is estimated by discounting the future cash flows using rates currently offered for deposits of similar remaining maturities.

        Federal Home Loan Bank Advances—Fair value is estimated based on discounted cash flows using current market rates for borrowings with similar terms.

        Short Term Borrowings—The carrying value of short term borrowings (securities sold under agreements to repurchase and demand notes to the U.S. Treasury) approximates fair value.

        Accrued Interest Payable—The fair value approximates the carrying value.

        Commitments to Extend Credit—The fair value of these commitments is immaterial because their underlying interest rates approximate market.

45



        The carrying amount and estimated fair value of the Company's financial instruments are as follows:

 
  December 31, 2003
  December 31, 2002
 
  Carrying
Amount

  Fair
Value

  Carrying
Amount

  Fair
Value

Financial Assets:                        
  Cash and short term investments   $ 26,483,199   $ 26,483,199   $ 17,843,276   $ 17,843,276
   
 
 
 
  Investment securities:                        
    Held-to-maturity   $ 4,994,896   $ 5,169,282   $ 5,016,990   $ 5,160,669
    Available-for-sale     53,958,799     53,958,799     64,767,700     64,767,700
   
 
 
 
      Total investment securities   $ 58,953,695   $ 59,128,081   $ 69,784,690   $ 69,928,369
   
 
 
 
  Loans                        
    Adjustable rate   $ 41,585,884   $ 41,585,884   $ 27,625,376   $ 27,625,376
    Fixed rate     79,422,789     80,968,033     72,365,872     72,780,214
   
 
 
 
      Total loans     121,008,673     122,553,917     99,991,248     100,405,590
    Allowance for loan losses     1,705,082         1,525,308      
   
 
 
 
      Net loans   $ 119,303,591   $ 122,553,917   $ 98,465,940   $ 100,405,590
   
 
 
 
  Accrued interest receivable   $ 876,895   $ 876,895   $ 976,296   $ 976,296
   
 
 
 
Financial liabilities:                        
  Deposits                        
    Non-interest bearing demand   $ 37,043,600   $ 37,043,600   $ 27,124,475   $ 27,124,475
    NOW and money market accounts     57,015,473     57,015,473     58,127,157     58,127,157
    Savings     11,222,761     11,222,761     9,818,007     9,818,007
    Certificates of deposit     79,976,038     81,399,845     72,992,834     74,292,406
   
 
 
 
      Total deposits   $ 185,257,872   $ 186,681,679   $ 168,062,473   $ 169,362,045
   
 
 
 
    Federal Home Loan Bank Advances   $ 5,000,000   $ 5,020,371        
   
 
 
 
    Short term borrowings   $ 4,101,076   $ 4,101,076   $ 7,470,351   $ 7,470,351
   
 
 
 
    Accrued interest payable   $ 581,779   $ 581,779   $ 609,466   $ 609,466
   
 
 
 

Note 12—OFF-BALANCE SHEET FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK

        The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets.

        The Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of these instruments. The Bank uses the same credit policies in making commitments as for on-balance sheet instruments. At December 31, 2003, the Bank had commitments to extend credit including unused lines of credit of $24,266,000.

        Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require a payment of a fee. Since commitments may expire without being drawn upon, the total commitments do not necessarily represent future cash

46



requirements. The Bank evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation of the party. Collateral held varies but may include inventory, property and equipment, residential real estate and income producing commercial properties.

        The primary market area served by the Bank is Lexington and Richland Counties within the Midlands of South Carolina. Management closely monitors its credit concentrations and attempts to diversify the portfolio within its primary market area. At December 31, 2003, management does not consider there to be any significant credit concentration within the portfolio. Although, the Bank's loan portfolio as well as existing commitments reflect the diversity of its primary market area, a substantial portion of its debtors ability to honor their contracts is dependent upon the economic stability of the area.

Note 13—OTHER EXPENSES

        A summary of the components of other non-interest expense is as follows:

 
  December 31,
 
  2003
  2002
  2001
Data processing   $ 87,161   $ 85,876   $ 77,286
Supplies     126,063     161,063     109,889
Telephone     146,940     127,670     102,875
Correspondent services     75,931     71,690     77,863
Insurance     113,064     89,491     85,413
Postage     84,512     75,341     78,247
Professional fees     194,380     175,600     93,753
Other     372,587     451,524     307,854
   
 
 
    $ 1,200,638   $ 1,238,255   $ 933,180
   
 
 

Note 14—STOCK OPTIONS

        The Company has adopted a Stock Option Plan under which an aggregate of 190,050 shares have been reserved for issuance by the Company upon the grant of stock options or restricted stock awards. The number of shares and average exercise price have been adjusted for the June 30, 2001 5% stock dividend and the February 28, 2002 5-for-4 stock split. The plan provides for the grant of options to key employees and Directors as determined by a Stock Option Committee made up of at least two members of the Board of Directors. Options are exercisable for a period of ten years from date of grant.

47



        Stock option transactions for the years ended December 31, 2003, 2002 and 2001 are summarized as follows:

 
  Shares
  Weighted
Average
Exercise
Price

Outstanding January 1, 2001   168,657   $ 9.64
  Exercised   3,937     7.63
  Forfeited   6,890     10.35
   
 
Outstanding December 31, 2001   157,830     9.66
  Granted   1,000     13.75
  Forfeited   329     13.99
   
 
Outstanding December 31, 2002   158,501     9.68
  Exercised   9,388     8.54
  Granted   3,500     18.84
  Forfeited   1,850     11.78
   
 
Outstanding December 31, 2003   150,763   $ 9.91
Exercisable at December 31, 2003   138,369   $ 9.34
   
 

        In October 1995, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 123, "Accounting for Stock Based Compensation" (SFAS 123) The statement defines a fair value based method of accounting for employee stock options granted after December 31, 1994. However, SFAS 123 allows an entity to account for these plans according to Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), provided pro forma disclosure of net income and earnings per share are made as if SFAS 123 had been applied. The Company has elected to use APB 25 and provide the required pro-forma disclosures. Accordingly, no compensation cost has been recognized in the financial statements for the Company's stock option plan.

        The following summarizes pro-forma data in accordance with SFAS 123:

 
  Year ended December 31,
 
  2003
  2002
  2001
Net income, pro-forma   $ 1,772,921   $ 1,441,026   $ 1,083,736
Basic earnings/loss per common share, pro-forma   $ 1.11   $ 0.91   $ 0.68
Diluted earnings loss per common share, pro-forma   $ 1.07   $ 0.88   $ 0.67

        The fair value of each grant is estimated on the date of grant using the Black-Scholes option pricing model. The weighted average fair value of options granted during 2003 and 2002 was $5.62 and $4.90.

48



        In calculating the pro-forma disclosures, the fair value of options granted is estimated as of the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

 
  2003
  2002
Dividend yield   0.9%   1.5%
Expected volatility   25.4%   25.3%
Risk-free interest rate   3.0%   4.8%
Expected life   7 Years   10 Years

        There were no options granted in 2001.

Note 15—EMPLOYEE BENEFIT PLAN

        The Company maintains a 401 (k) plan which covers substantially all employees. Participants may contribute up to the maximum allowed by the regulation. During the year ended December 31, 2003, 2002 and 2001 the plan expense amounted to $106,398, $93,130 and $78,365 respectively. The Company matches 50% of an employees contribution up to 6.00% of the participants contribution.

Note 16—EARNINGS PER SHARE

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

 
  Year ended December 31,
 
  2003
  2002
  2001
Numerator (Included in basic and diluted earnings per share)   $ 1,797,481   $ 1,464,360   $ 1,103,654
   
 
 
Denominator Weighted average common shares outstanding for:                  
  Basic earnings per share     1,590,052     1,587,970     1,587,970
    Dilutive securities:                  
      Stock options—Treasury stock method     70,925     42,867     32,044
   
 
 
  Diluted earnings per share     1,660,977     1,630,837     1,620,014
   
 
 

        The average market price used in calculating the assumed number of shares issued for the years ended December 31, 2003, 2002 and 2001 was $18.71, $12.83 and $11.10, respectively.

Note 17—CAPITAL REQUIREMENTS AND DIVIDEND RESTRICTIONS

        The Company and Bank are subject to various federal and state regulatory requirements, including regulatory capital requirements. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of the Company's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Company's and Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting, and other factors. The Company and Bank are required to maintain minimum Tier 1 capital, total risked based capital and Tier 1 leverage ratios of 4%, 8% and 4%, respectively.

49



        At December 31, 2003, the most recent notification from the Comptroller of the Currency categorized the bank as well capitalized under the regulatory framework for prompt corrective action. To be well capitalized the bank must maintain minimum Tier 1 capital, Total risk-based capital and Tier 1 leverage ratios of 6%, 10% and 5%, respectively. There are no conditions or events since that notification that management believes have changed the bank's well capitalized status.

        The actual capital amounts and ratios as well as minimum amounts for each regulatory defined category for the Bank and the Company are as follows:

 
  Actual
  Required to be Categorized
Adequately Capitalized

  Required to be Categorized
Well Capitalized

 
 
  Amount
  Ratio
  Amount
  Ratio
  Amount
  Ratio
 
December 31, 2003                                
First Community Corporation                                
  Tier 1 Capital   $ 18,607,000   13.21 % $ 5,635,000   4.00 %   N/A   N/A  
  Total Risked Based Capital     20,312,000   14.42 %   11,269,000   8.00 %   N/A   N/A  
  Tier 1 Leverage     18,607,000   8.87 %   8,395,000   4.00 %   N/A   N/A  
First Community Bank, NA                                
  Tier 1 Capital   $ 15,295,000   10.90 % $ 5,613,000   4.00 % $ 8,419,000   6.00 %
  Total Risked Based Capital     17,000,000   12.12 %   11,225,000   8.00 %   14,031,000   10.00 %
  Tier 1 Leverage     15,295,000   7.39 %   8,280,000   4.00 %   10,351,000   5.00 %
December 31, 2002                                
First Community Corporation                                
  Tier 1 Capital   $ 16,831,000   14.03 % $ 4,797,000   4.00 %   N/A   N/A  
  Total Risked Based Capital     18,330,000   15.28 %   9,594,000   8.00 %   N/A   N/A  
  Tier 1 Leverage     16,831,000   8.77 %   7,679,000   4.00 %   N/A   N/A  
First Community Bank, NA                                
  Tier 1 Capital   $ 13,559,000   11.36 % $ 4,775,000   4.00 % $ 7,163,000   6.00 %
  Total Risked Based Capital     15,052,000   12.61 %   9,551,000   8.00 %   11,939,000   10.00 %
  Tier 1 Leverage     13,559,000   7.16 %   7,576,000   4.00 %   9,470,000   5.00 %

        Under applicable federal law, the Comptroller of the Currency restricts a national bank's total dividend payments in any calendar year to net profits of that year combined "with retained net profits for the two preceding years At December 31, 2003, there was $3,873,000 in retained net profits free of such restriction.

50



Note 18—PARENT COMPANY FINANCIAL INFORMATION

        The balance sheets, statements of operations and cash flows for First Community Corporation (Parent Only) follow:

        Condensed Balance Sheets

 
  At December 31,
 
  2003
  2002
Assets:            
  Cash on deposit   $ 169,125   $ 181,237
  Interest-bearing deposits with the bank     504,817     581,778
  Securities purchased under agreement to resell     1,402,615     828,490
  Investment securities available-for-sale     1,250,000     1,768,510
  Investment in bank subsidiary     16,058,187     14,501,250
  Other     20,756     21,671
   
 
    Total assets   $ 19,405,500   $ 17,882,936
   
 
Liabilities:            
  Other   $ 35,819   $ 97,319
   
 
Shareholders' equity     19,369,681     17,785,617
   
 
  Total liabilities and shareholders' equity   $ 19,405,500   $ 17,882,936
   
 

        Condensed Statements of Operations

 
  Year ended December 31,
 
  2003
  2002
  2001
Income:                  
  Interest income   $ 75,711   $ 120,358   $ 162,867
  Dividend income from bank subsidiary   $ 225,160            
  Equity in undistributed earnings of subsidiary     1,556,937     1,475,434     1,045,390
Expenses:                  
  Other     60,327     131,432     94,203
   
 
 
Income before taxes     1,797,481     1,464,360     1,114,054
Income taxes             10,400
   
 
 
Net Income   $ 1,797,481   $ 1,464,360   $ 1,103,654
   
 
 

51


        Condensed Statements of Cash Flows

 
  Year ended December 31,
 
 
  2003
  2002
  2001
 
Cash flows from operating activities:                    
  Net Income   $ 1,797,481   $ 1,464,360   $ 1,103,654  
Adjustments to reconcile net income to net cash used by operating activities                    
      Increase in equity in undistributed earnings of subsidiary     (1,556,937 )   (1,475,434 )   (1,045,390 )
      Other—net     (54,105 )   67,962     4,482  
   
 
 
 
Net cash provided (used) by operating activities     186,439     56,888     62,746  
   
 
 
 
Cash flows from investing activities:                    
  Purchase of investment security available-for-sale     (1,250,000 )   (750,000 )    
  Maturity of investment security available-for-sale     1,750,000     750,000      
   
 
 
 
Net cash provided (used) by investing activities     500,000          
   
 
 
 
Cash flows from financing activities:                    
  Cash in lieu of fractional shares         (4,181 )   (1,191 )
  Dividends paid     (301,973 )   (190,555 )    
  Proceeds from issuance of common stock     100,586         30,000  
   
 
 
 
Net cash provided by financing activities     (201,387 )   (194,736 )   28,809  
   
 
 
 
    Increase in cash and cash equivalents     485,052     (137,848 )   91,555  
    Cash and cash equivalent, beginning of period     1,591,505     1,729,353     1,637,798  
   
 
 
 
    Cash and cash equivalent, end of period   $ 2,076,557   $ 1,591,505   $ 1,729,353  
   
 
 
 

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

        Not Applicable.

Item 8A. Controls and Procedures

        As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective as of December 31, 2003.

        The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

PART III

Item 9. Directors and Executive Officers of the Registrant.

        In response to this Item, additional information is contained on page 3 of the company's Proxy Statement for the Annual Meeting of Shareholders to be held on May 19, 2004 is incorporated herein by reference.

52



Item 10. Executive Compensation.

        The information required by this item is set forth under "Compensation of Directors and Executive Officers" on pages 6 through 8 of the 2004 Proxy Statement, which information is incorporated herein by reference.

Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

        The information required by this item is set forth under "Security Ownership of Certain Beneficial Owners and Management" on page 9 of the 2004 Proxy Statement, which information is incorporated herein by reference.

Item 12. Certain Relationships and Related Transactions.

        The information required by this item is set forth under "Certain Relationships and Related Transactions" on page 12 of the 2004 Proxy Statement, which information is incorporated herein by reference.

53


Item 13. Exhibits, List and Reports on Form 8-K.


*
Denotes executive compensation contract or arrangement.

(Reports on Form 8-K

Item 14 Principal Accountant Fees and Services

        The information required by this item is set forth under "Audit Fees" on pages 11 through 12 of the 2004 Proxy Statement, which information is incorporated herein by reference.

54


SIGNATURES

        In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

First Community Corporation
Date: March 23, 2004
  By:   /s/  MICHAEL C. CRAPPS      
Michael C. Crapps
President and Chief Executive Officer

 

 

By:

 

/s/  
JOSEPH G. SAWYER      
Joseph G. Sawyer
Senior Vice President
Chief Financial and Accounting Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael C. Crapps, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature
  Title
  Date

 

 

 

 

 
/s/  RICHARD K. BOGAN      
Richard K. Bogan
  Director   March 23, 2004

/s/  
THOMAS C. BROWN      
Thomas C. Brown

 

Director

 

March 23, 2004

/s/  
CHIMIN J. CHAO      
Chimin J. Chao

 

Director

 

March 23, 2004

/s/  
MICHAEL C. CRAPPS      
Michael C. Crapps

 

Director, President and Chief Executive Officer

 

March 23, 2004
         

55



/s/  
ANITA B. EASTER      
Anita B. Easter

 

Director

 

March 23, 2004

/s/  
O.A. ETHRIDGE      
O.A. Ethridge

 

Director

 

March 23, 2004

/s/  
GEORGE H. FANN, JR.      
George H. Fann, Jr.

 

Director

 

March 23, 2004

/s/  
W. JAMES KITCHENS, JR.      
W. James Kitchens, Jr.

 

Director

 

March 23, 2004

/s/  
JAMES C. LEVENTIS      
James C. Leventis

 

Director, Chairman of the Board and Secretary

 

March 23, 2004

/s/  
ANGELO L. TSIANTIS      
Angelo L. Tsiantis

 

Director

 

March 23, 2004

/s/  
LORETTA R. WHITEHEAD      
Loretta R. Whitehead

 

Director

 

March 23, 2004

/s/  
MITCHELL M. WILLOUGHBY      
Mitchell M. Willoughby

 

Director

 

March 23, 2004

56


Exhibit List

3.1
Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the company's Registration Statement No. 33-86258 on Form S-1).

3.2
Bylaws (incorporated by reference to Exhibit 3.2 to the company's Registration Statement No. 33-86258 on Form S-1).

4.1
Provisions in the company's Articles of Incorporation and Bylaws defining the rights of holders of the company's Common Stock (incorporated by reference to Exhibit 4.1 to the company's Registration Statement No. 33-86258 on Form S-1).

10.1
Employment Agreement dated June 1, 1994, by and between Michael C. Crapps and the Company (incorporated by reference to Exhibit 10.1 to the company's Registration Statement No. 33-86258 on Form S-1)*

10.2
Employment Agreement dated June 1, 1994, by and between James C. Leventis and the Company (incorporated by reference to Exhibit 10.2 to the company's Registration Statement No. 33-86258 on Form S-1).*

10.3
First Community Corporation 1999 Stock Incentive Plan (Incorporated by reference to the Company's 1998 Annual Report and Form 10 KSB).

10.4
Employment Agreement dated September 2, 2002 by and between David K. Proctor and the Company. (incorporated by reference to Exhibit 10.4 to the company's 2002 annual report and form 10KSB).*

10.5
Employment Agreement dated June 12, 2002 by and between Joseph G. Sawyer and the Company (incorporated by reference to Exhibit 10.5 to the company's 2002 annual report and form 10KSB).*

21.1
Subsidiaries of the company.

24
Power of Attorney (contained on signature page).

31.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This exhibit is not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 but is instead furnished as provided by applicable rules of the Securities and Exchange Commission.


Appendix F.1



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-KSB/Amendment No. 1

(Mark One)  

ý

Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2003

or

o

Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                             to                              

Commission file no. 33-86258

First Community Corporation
(Name of Small Business Issuer in Its Charter)

South Carolina
(State or Other Jurisdiction
of Incorporation or Organization)
  571010751
(I.R.S. Employer
Identification No.)

5455 Sunset Blvd.,
Lexington, South Carolina
(Address of Principal Executive Offices)

 

29072
(Zip Code)

803-951-2265
Issuer's Telephone Number, Including Area Code

Securities registered pursuant to Section 12(b) of the Act: None.

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

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

        Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. ý

        The aggregate market value of the voting stock as of March 15, 2004, held by non-affiliates of the registrant based on the closing price as of March 15, 2004, was $31,246,252

        The issuer's revenues for its most recent fiscal year were $11,468,000. 1,598,401 shares of the issuer's common stock were issued and outstanding as of March 15, 2004.

Documents Incorporated by Reference

        Portions of the Registrants definitive Proxy Statement for its May 19, 2004 Annual Meeting of Shareholders, are incorporated by reference into Part III thereof.

        Transitional Small Business Disclosure Format. (Check one): Yes o    No ý





EXPLANATORY NOTE

        This 10-KSB/A is being filed to amend Part III, Item 9. Directors, Executive Officers, Promoters, and Control Persons; Compliance with Section 16(a) of the Exchange Act, which was filed on March 25, 2004. The company inadvertently failed to mention that its Code of Ethics is available on its website at www.firstcommunitysc.com. No other changes have been made to the original 10-KSB for the period ended December 31, 2003.


Part III

Item 9.    Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act

        In response to this Item, additional information is contained on pages 3 through 5 and on page 12 of our Proxy Statement for the Annual Meeting of Shareholders to be held on May 19, 2004 incorporated herein by reference.

        We have adopted a Code of Ethics that applies to our directors, executive officers (including our principal executive officer and principal financial officer) and employees in accordance with the Sarbanes-Oxley Corporate Responsibility Act of 2002. The Code of Ethics is available on our web site at: www.firstcommunitysc.com.

2



SIGNATURES

        In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    FIRST COMMUNITY CORPORATION

Date: April 22, 2004

 

/s/  
MICHAEL C. CRAPPS      
Michael C. Crapps
President and Chief Executive Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following in the capacities and on the dates indicated.

Signature
  Title
  Date

 

 

 

 

 
*
Richard K. Bogan
  Director    

*

Thomas C. Brown

 

Director

 

 

*

Chimin J. Chao

 

Director

 

 

*

Michael C. Crapps

 

Director, President,
& Chief Executive Officer

 

April 22, 2004

*

Anita B. Easter

 

Director

 

 

*

O. A. Ethridge

 

Director

 

 

*

George H. Fann, Jr.

 

Director

 

 

*

W. James Kitchens, Jr.

 

Director

 

 

3



*

James C. Leventis

 

Director, Chairman of the
Board, & Secretary

 

 

*

Angelo L. Tsiantis

 

Director

 

 

*

Loretta R. Whitehead

 

Director

 

 

*

Mitchell M. Willoughby

 

Director

 

 

/s/  
MICHAEL C. CRAPPS      
Michael C. Crapps

 

As Attorney-In-Fact

 

April 22, 2004

4



Appendix F.2

        



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-KSB/Amendment No. 2

(Mark One)  

ý

Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2003

or

o

Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                             to                              

Commission file no. 33-86258

First Community Corporation
(Name of Small Business Issuer in Its Charter)

South Carolina
(State or Other Jurisdiction of Incorporation or Organization)
  571010751
(I.R.S. Employer Identification No.)

5455 Sunset Blvd.,
Lexington, South Carolina

(Address of Principal Executive Offices)

 

29072
(Zip Code)

803-951-2265
Issuer's Telephone Number, Including Area Code

Securities registered pursuant to Section 12(b) of the Act: None.

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

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

        Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. ý

        The aggregate market value of the voting stock as of March 15, 2004, held by non-affiliates of the registrant based on the closing price as of March 15, 2004, was $31,246,252

        The issuer's revenues for its most recent fiscal year were $11,468,000. 1,598,401 shares of the issuer's common stock were issued and outstanding as of March 15, 2004.

Documents Incorporated by Reference

        Portions of the Registrants definitive Proxy Statement for its May 19, 2004 Annual Meeting of Shareholders are incorporated by reference into Part III thereof.

        Transitional Small Business Disclosure Format. (Check one): Yes o    No ý





EXPLANATORY NOTE

        This 10-KSB/Amendment No. 2 is being filed to amend Part III, Item 11. Security Ownership of Certain Beneficial Owners and Management, which was filed on March 25, 2004. The company inadvertently failed to include the Equity Compensation Plan Information. No other changes are being made to the original 10-KSB for the year ended December 31, 2003.


Part III

Item 11.    Security Ownership of Certain Beneficial Owners and Management

        In response to this Item, additional information is contained in our Proxy Statement for the Annual Meeting of Shareholders to be held on May 19, 2004 incorporated herein by reference.

        The following table sets forth equity compensation plan information at December 31, 2003. All information has been adjusted for any stock splits and stock dividends effected during the periods presented.


Equity Compensation Plan Information

Plan Category

  Number of securities
to be issued
upon exercise of
outstanding options,
warrants and rights
(a)

  Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)

  Number of securities
remaining available for
future issuance under
equity compensation
plans (c)
(excluding securities
reflected in column (a))


Equity compensation plans approved by security holders(1)

 

150,763

 

$

9.91

 

39,287
   
 
 
 
Total

 

150,763

 

$

9.91

 

39,287
   
 
 

(1)
The number of shares of common stock available for issuance under the 1999 Stock Incentive Plan automatically increases on the first trading day each calendar year beginning January 1, 2000, by an amount equal to 3% of the shares of common stock outstanding.

2



Item 15.    Exhibit Index


3.1

 

Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the company's Registration Statement No. 33-86258 on Form S-1).

3.2

 

Bylaws (incorporated by reference to Exhibit 3.2 to the company's Registration Statement No. 33-86258 on Form S-1).

4.1

 

Provisions in the company's Articles of Incorporation and Bylaws defining the rights of holders of the company's Common Stock (incorporated by reference to Exhibit 4.1 to the company's Registration Statement No. 33-86258 on Form S-1).

10.1

 

Employment Agreement dated June 1, 1994, by and between Michael C. Crapps and the Company (incorporated by reference to Exhibit 10.1 to the company's Registration Statement No. 33-86258 on Form S-1).

10.2

 

Employment Agreement dated June 1, 1994, by and between James C. Leventis and the Company (incorporated by reference to Exhibit 10.2 to the company's Registration Statement No. 33-86258 on Form S-1).

10.3

 

First Community Corporation 1999 Stock Incentive Plan (Incorporated by reference to the Company's 1998 Annual Report and Form 10-KSB).

10.4

 

Employment Agreement dated September 2, 2002 by and between David K. Proctor and the Company (incorporated by reference to Exhibit 10.4 to the company's 2002 annual report and Form 10-KSB).

10.5

 

Employment Agreement dated June 12, 2002 by and between Joseph G. Sawyer and the Company (incorporated by reference to Exhibit 10.5 to the company's 2002 annual report and Form 10-KSB).

21.1

 

Subsidiaries of the company. (incorporated by reference to Exhibit 21.1 to the company's 2003 annual report and Form 10-KSB).

24.1

 

Power of Attorney (incorporated by reference to Exhibit 24.1 to the company's 2003 annual report and Form 10-KSB).

31.1

 

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

 

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

 

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This exhibit is not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 but is instead furnished as provided by applicable rules of the Securities and Exchange Commission.

3



SIGNATURES

        In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    FIRST COMMUNITY CORPORATION

Date: April 28, 2004

 

/s/  
MICHAEL C. CRAPPS      
Michael C. Crapps
President and Chief Executive Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following in the capacities and on the dates indicated.

Signature
  Title
  Date

 

 

 

 

 
*
Richard K. Bogan
  Director    

*

Thomas C. Brown

 

Director

 

 

*

Chimin J. Chao

 

Director

 

 

/s/  
MICHAEL C. CRAPPS      
Michael C. Crapps

 

Director, President, &
Chief Executive Officer

 

April 28, 2004

*

Anita B. Easter

 

Director

 

 

*

O. A. Ethridge

 

Director

 

 

*

George H. Fann, Jr.

 

Director

 

 

*

W. James Kitchens, Jr.

 

Director

 

 

4



*

James C. Leventis

 

Director, Chairman of the
Board, & Secretary

 

 

*

Angelo L. Tsiantis

 

Director

 

 

*

Loretta R. Whitehead

 

Director

 

 

*

Mitchell M. Willoughby

 

Director

 

 

*

Joseph G. Sawyer

 

Chief Financial Officer
and Principal Accounting Officer

 

 

/s/  
MICHAEL C. CRAPPS      
Michael C. Crapps

 

As Attorney-In-Fact

 

April 28, 2004

5



Exhibit List


3.1

 

Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the company's Registration Statement No. 33-86258 on Form S-1).

3.2

 

Bylaws (incorporated by reference to Exhibit 3.2 to the company's Registration Statement No. 33-86258 on Form S-1).

4.1

 

Provisions in the company's Articles of Incorporation and Bylaws defining the rights of holders of the company's Common Stock (incorporated by reference to Exhibit 4.1 to the company's Registration Statement No. 33-86258 on Form S-1).

10.1

 

Employment Agreement dated June 1, 1994, by and between Michael C. Crapps and the Company (incorporated by reference to Exhibit 10.1 to the company's Registration Statement No. 33-86258 on Form S-1).

10.2

 

Employment Agreement dated June 1, 1994, by and between James C. Leventis and the Company (incorporated by reference to Exhibit 10.2 to the company's Registration Statement No. 33-86258 on Form S-1).

10.3

 

First Community Corporation 1999 Stock Incentive Plan (Incorporated by reference to the Company's 1998 Annual Report and Form 10-KSB).

10.4

 

Employment Agreement dated September 2, 2002 by and between David K. Proctor and the Company (incorporated by reference to Exhibit 10.4 to the company's 2002 annual report and Form 10-KSB).

10.5

 

Employment Agreement dated June 12, 2002 by and between Joseph G. Sawyer and the Company (incorporated by reference to Exhibit 10.5 to the company's 2002 annual report and Form 10-KSB).

21.1

 

Subsidiaries of the company (incorporated by reference to Exhibit 21.1 to the company's 2003 annual report and Form 10-KSB).

24.1

 

Power of Attorney (incorporated by reference to Exhibit 24.1 to the company's 2003 annual report and Form 10-KSB).

31.1

 

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

 

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

 

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This exhibit is not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 but is instead furnished as provided by applicable rules of the Securities and Exchange Commission.

6



Appendix G



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

FORM 10-QSB

(Mark One)  

ý

Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2004

o

Transition report under Section 13 or 15(d) of the Exchange Act for the transition period from                        to                         

Commission File No. 33-86258

FIRST COMMUNITY CORPORATION
(Exact Name of Small Business Issuer as Specified in its Charter)

South Carolina
(State of Incorporation)
  57-1010751
(I.R.S. Employer Identification)

5455 Sunset Boulevard, Lexington, South Carolina 29072
(Address of Principal Executive Offices)

(803) 951-2265
(Issuer's Telephone Number, Including Area Code)

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

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

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

        1,606,851 shares of common stock, par value $1.00 per share, were issued and outstanding as of April 30, 2004

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





TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION   3
  Item 1. Financial Statements   3
      Consolidated Balance Sheets   3
      Consolidated Statements of Income   4
      Consolidated Statements of Shareholders Equity and Comprehensive Income   5
      Consolidated Statements of Cash Flows   6
      Notes to Consolidated Financial Statements   7
  Item 2. Managements Discussion and Analysis of Operations   9
  Item 3. Controls and Procedures   16

PART II—OTHER INFORMATION

 

16
  Item 1. Legal Proceedings   16
  Item 2. Changes in Securities   16
  Item 3. Defaults Upon Senior Securities   16
  Item 4. Submission of Matters to a Vote of Security Holders   16
  Item 5. Other Information   16
  Item 6. Exhibits and Reports of Form 8-K   16
INDEX TO EXHIBITS   18
SIGNATURES   17
EX-31.1 Rule 13a-14(a) Certification of the Chief Executive Officer    
EX-31.2 Rule 13a-14(a) Certification of the Chief Financial Officer    
EX-32 Section 1350 Certifications    

2



PART I
FINANCIAL INFORMATION

Item 1. Financial Statements.


FIRST COMMUNITY CORPORATION

CONSOLIDATED BALANCE SHEETS

 
  March 31,
2004

  December 31,
2003

 
  (Unaudited)

   
ASSETS            
Cash and due from banks   $ 6,605,673   $ 6,926,341
Interest-bearing bank balances     2,897,407     2,221,397
Federal funds sold and securities purchased under agreements to resell     20,982,559     17,335,461
Investment securities—available for sale     48,901,674     53,958,799
Investment securities—held to maturity (market value of $5,249,900 and $5,160,669 at March 31, 2004 and December 31, 2003, respectively)     4,987,410     4,994,896
Loans     127,008,866     121,008,673
Less, allowance for loan losses     1,789,617     1,705,082
   
 
    Net loans     125,219,249     119,303,591
Property, furniture and equipment—net     8,411,971     7,981,611
Intangible assets     719,057     763,585
Other assets     1,488,446     1,543,008
   
 
    Total assets   $ 220,213,446   $ 215,028,689
   
 

LIABILITIES

 

 

 

 

 

 
Deposits:            
  Non-interest bearing demand   $ 39,671,287   $ 37,043,600
  NOW and money market accounts     52,909,485     57,015,473
  Savings     13,210,250     11,222,761
  Time deposits less than $100,000     45,561,870     45,125,843
  Time deposits $100,000 and over     36,051,872     34,850,195
   
 
    Total deposits     187,404,764     185,257,872
Federal Home Loan Bank Advances     5,000,000     5,000,000
Securities sold under agreements to repurchase     6,396,800     3,941,000
Other borrowed money     149,631     160,076
Other liabilities     1,208,322     1,160,927
   
 
    Total liabilities     200,159,517     195,519,875
   
 

SHAREHOLDERS' EQUITY

 

 

 

 

 

 
Preferred stock, par value $1.00 per share, 10,000,000 shares authorized; none issued and outstanding            
Common stock, par value $1.00 per share;            
  10,000,000 shares authorized; issued and outstanding 1,598,401 at March 31, 2003 and 1,597,224 at December 31, 2003     1,598,401     1,597,224
Additional paid in capital     12,889,167     12,862,715
Retained earnings     5,251,741     4,909,742
Accumulated other comprehensive income     314,620     139,133
   
 
    Total shareholders' equity     20,053,929     19,508,814
   
 
    Total liabilities and shareholders' equity   $ 220,213,446   $ 215,028,689
   
 

3



FIRST COMMUNITY CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

 
  Three Months ended March 31,
 
  2004
  2003
Interest income:            
  Loans, including fees   $ 2,001,792   $ 1,820,480
  Investment securities     543,413     642,866
  Federal funds sold and securities purchased under resale agreements     29,421     43,857
  Other     433     2,648
   
 
    Total interest income     2,575,059     2,509,851
   
 
Interest expense:            
  Deposits     517,905     646,695
  Federal funds sold and securities sold under agreement to repurchase     6,000     8,727
  Other borrowed money     27,701     201
   
 
    Total interest expense     551,606     655,623
   
 
Net interest income     2,023,453     1,854,228
Provision for loan losses     66,000     52,000
   
 
Net interest income after provision for loan losses     1,957,453     1,802,228
   
 
Non-interest income:            
  Deposit service charges     189,053     154,591
  Mortgage origination fees     57,717     93,334
  Other     130,985     61,294
   
 
    Total non-interest income     377,755     309,219
   
 
Non-interest expense:            
  Salaries and employee benefits     901,441     756,668
  Occupancy     100,975     95,981
  Equipment     223,739     162,314
  Marketing and public relations     98,326     76,828
  Amortization of intangibles     44,528     45,126
  Other     330,382     284,021
   
 
    Total non-interest expense     1,699,391     1,420,938
   
 
Net income before tax     635,817     690,509
  Income taxes     213,950     240,400
   
 
Net income   $ 421,867   $ 450,109
   
 
Basic earnings per common share   $ 0.26   $ 0.28
   
 
Diluted earnings per common share   $ 0.25   $ 0.27
   
 

4



FIRST COMMUNITY CORPORATION

Consolidated Statement of Changes in Shareholders' Equity and Comprehensive Income

Three Months ended March 31, 2003 and March 31, 2004

 
  Shares
Issued

  Common
Stock

  Additional
Paid-in
Capital

  Retained
Earnings

  Accumulated
Other
Comprehensive
Income

  Total
 
Balance, December 31, 2002   1,587,970   $ 1,587,970   $ 12,771,383   $ 3,414,234   $ 665,136   $ 18,438,723  
Comprehensive Income:                                    
  Net income                     450,109           450,109  
  Accumulated other comprehensive income net of income tax benefit of $129,805                           (206,326 )   (206,326 )
                               
 
Total comprehensive income                                 243,783  
                               
 
Dividends paid                     (63,518 )         (63,518 )
Exercise of stock options   1,474     1,474     1,062               2,536  
   
 
 
 
 
 
 
Balance, March 31, 2003   1,589,444   $ 1,589,444   $ 12,772,445   $ 3,800,825   $ 458,810   $ 18,621,524  
   
 
 
 
 
 
 
Balance, December 31, 2003   1,597,224   $ 1,597,224   $ 12,862,715   $ 4,909,742   $ 139,133   $ 19,508,814  
Comprehensive Income:                                    
  Net income                     421,867           421,867  
  Accumulated other comprehensive income net of income tax benefit of $94,493                           175,487     175,487  
                               
 
Total comprehensive income                                 597,354  
                               
 
Dividends paid                     (79,868 )         (79,868 )
Dividend reinvestment plan   1,177     1,177     26,452                 27,629  
   
 
 
 
 
 
 
Balance, March 31, 2004   1,598,401   $ 1,598,401   $ 12,889,167   $ 5,251,741   $ 314,620   $ 20,053,929  
   
 
 
 
 
 
 

5



FIRST COMMUNITY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

 
  Three months ended March 31,
 
 
  2004
  2003
 
Cash flows from operating activities:              
Net income   $ 421,867   $ 450,109  
Adjustments to reconcile net income to net cash used in operating activities:              
  Depreciation     172,395     132,128  
  Premium amortization (Discount accretion)     19,913     70,744  
  Provision for loan losses     66,000     52,000  
  Amortization of intangibles     44,528     45,126  
  Gain on sale of equipment     (19,937 )    
  (Increase) decrease in other assets     (39,931 )   30,942  
  Increase in accounts payable     47,395     142,030  
   
 
 
    Net cash provided in operating activities     712,230     923,079  
   
 
 
Cash flows form investing activities              
Purchase of investment securities available-for-sale     (3,376,050 )   (11,155,134 )
Maturity of investment securities available-for-sale     8,690,728     14,915,997  
Increase in loans     (5,981,658 )   (7,691,469 )
Purchase of property and equipment     (604,818 )   (529,049 )
Proceeds from sale of equipment     22,000      
   
 
 
    Net cash used in investing activities     (1,249,798 )   (4,459,655 )
   
 
 
Cash flows from financing activities:              
Increase in deposit accounts     2,146,892     19,243,551  
Increase (decrease) in securities sold under agreements to repurchase     2,455,800     (1,098,264 )
Decrease in other borrowings     (10,445 )   (20,961 )
Exercise of stock options         2,536  
Dividend reinvestment plan     27,629      
Dividends paid     (79,868 )   (63,518 )
   
 
 
    Net cash provided from financing activities     4,540,008     18,063,344  
   
 
 
Net increase in cash and cash equivalents     4,002,440     14,526,768  
Cash and cash equivalents at beginning of period     26,483,199     17,843,276  
   
 
 
Cash and cash equivalents at end of period   $ 30,485,639   $ 32,370,044  
   
 
 
Supplemental disclosure:              
Cash paid during the period for:              
  Interest   $ 515,848   $ 528,332  
  Taxes   $ 17,268   $ 6,694  
Non-cash investing and financing activities:              
  Unrealized gain (loss) on securities available-for-sale   $ 269,980   $ (333,336 )

6



FIRST COMMUNITY CORPORATION

Notes to Consolidated Financial Statements

March 31, 2004

Note 1—Basis of Presentation

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

Note 2—Earnings Per Share

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

 
  Three months
ended March 31,

 
  2004
  2003
Numerator (Included in basic and diluted earnings per share)   $ 421,867   $ 450,109
   
 
Denominator            
  Weighted average common shares outstanding for:            
    Basic earnings per share     1,597,806     1,587,970
      Dilutive securities:            
        Stock options—Treasury stock method     86,708     60,693
   
 
    Diluted earnings per share     1,684,514     1,648,663
   
 
The average market price used in calculating assumed number of shares   $ 22.32   $ 16.39
   
 

Note 3—Stock Based Compensation

        The company has a stock based compensation plan as of March 31, 2004. The accounting for the plan is based on Accounting Principles Board Opinion No. #25 (APB 25). Accordingly, no compensation cost has been recognized in the financial statements. In accordance with Statement of Financial Accounting Standard No. 123 "Accounting for Stock Based Compensation" (SFAS 123) the company has elected to provide the disclosure-only option provided for by SFAS 123.

 
  Three Months
March 31,

 
  2004
  2003
Net income as reported   $ 421,867   $ 450,109
Less: Stock based compensation using fair value method (net of tax)     850     6,100
   
 
Pro forma net income   $ 421,017   $ 444,009
   
 
Basic earnings per share            
  As reported   $ 0.26   $ 0.28
  Pro forma   $ 0.26   $ 0.28
Diluted earnings per share            
  As reported   $ 0.25   $ 0.27
  Pro forma   $ 0.25   $ 0.27

7


Note 4 Subsequent Event—Agreement and Plan of Merger

        On April 12, 2004, the Company entered into an Agreement and Plan of Merger with DutchFork Bancshares (DFBS), the holding company for Newberry Federal Savings Bank (NFSB). The Agreement provides, among other things, that DFBS will merge with and into First Community with First Community as the surviving entity. Immediately following the merger, NFSB will merge with and into First Community Bank, N.A., with First Community Bank, N.A. being the surviving entity.

        Pursuant to the Agreement, each share of DutchFork common stock issued and outstanding immediately before the Effective Date (as defined in the Agreement) will be converted into the right to receive at the election of the holder either (i) $42.75 in cash, without interest, or (ii) 1.78125 shares of First Community common stock, subject to the allocation and election procedures set forth in the Agreement.

        Consummation of the merger is subject to the satisfaction of certain conditions, including approval of the Agreement by the respective shareholders of DFBS and First Community and approval by the appropriate regulatory agencies.

8



Item 2.    Management's Discussion and Analysis

        This report contains "forward-looking statements" relating to, without limitation, future economic performance, plans and objectives of management for future operations, and projections of revenues and other financial items that are based on the beliefs of management, as well as assumptions made by and information currently available to management. The words "may," "will," "anticipate," "should," "would," "believe," "contemplate," "expect," "estimate," "continue," "may," and "intend," as well as other similar words and expressions of the future, are intended to identify forward-looking statements. Our actual results may differ materially from the results discussed in the forward-looking statements, and our operating performance is subject to various risks and uncertainties that are discussed in detail in our filings with the Securities and Exchange Commission, including, without limitation:

Comparison of Results of Operations for Three Months Ended March 31, 2004 to the Three Months Ended March 31, 2003:

Net Income

        The company's net income for the three months ended March 31, 2004 was $422,000, or $.25 diluted earnings per share, as compared to $450,000, or $.27 diluted earnings per share, for the three months ended March 31, 2003. The decrease in net income is primarily due to an increase in non-interest expenses during the three months ended March 31, 2004 of $278,000 as compared to the same period in 2003. These increases were primarily a result of the company continuing to enhance its infrastructure to support its expansion strategy, including cost associated with opening its seventh banking office in Northeast Columbia. The increases in non-interest expense were partially offset by an increase in the level of earning assets along with improvement in the net interest margin. Average earning assets were $193.6 million during the first quarter of 2004 as compared to $188.6 million during the first quarter of 2003. The increase in average earning assets resulted in an increase in net interest

9



income of $169,000 in the first quarter of 2004 as compared to the first quarter of 2003. In addition, non-interest income increased $69,000 in the first quarter of 2004 as compared to the first quarter of 2003. This increase results primarily from increased deposit account service fees of $34,000 and an increase in other income of $70,000. During the first three months of 2004 the company had income tax expense of $214,000 as compared to $240,000 for the comparable period in 2003.

        The table on page 15 shows yield and rate data for interest-bearing balance sheet components during the three month periods ended March 31, 2004 and 2003, along with average balances and the related interest income and interest expense amounts.

        Net interest income was $2.0 million for the three months ended March 31, 2004 as compared to $1.9 million for the three months ended March 31, 2003. The yield on earning assets for the three months ended March 31, 2004 and 2003 was 5.4%. The cost of interest bearing liabilities came down in the first quarter of 2004 to 1.5% as compared to 1.7% in the first quarter of 2003. The net interest margin was 4.2% for the three months ended March 31, 2004 as compared to 4.0% during the three months ended March 31, 2003. Average loans comprised 64.3% of average earning assets during the first quarter of 2004 and 56.0% during the first quarter of 2003.

Provision and Allowance for Loan Losses

        At March 31, 2004 the allowance for loan losses amounted to $1.8 million, or 1.4% of total loans, as compared to $1.7 million, or 1.4% of total loans, at December 31, 2003. The company's provision for loan loss was $66,000 for the three months ended March 31, 2004 as compared to $52,000 for the three months ended March 31, 2003. The provision was made based on management's assessment of general loan loss risk and asset quality. The objective of management is to maintain the allowance for loan losses at approximately 1.1% to 1.5% of total loans. At March 31, 2004 the company had no loans delinquent more than 90 days, and loans totaling $740,000 that were delinquent more than 30 days. The company had four loans in a nonaccrual status in the amount of $113,000 at March 31, 2004.

10



Allowance for Loan Losses

 
  Three months ended March 31,
 
(Dollars in thousands)

 
  2004
  2003
 
Average loans outstanding   $ 124,383   $ 103,995  
   
 
 
Loans outstanding at period end   $ 127,009   $ 107,767  
   
 
 
Total non-performing loans   $ 113   $ 157  
   
 
 

Beginning balance of allowance

 

$

1,705

 

$

1,525

 
Loans charged-off:              
  1-4 family residential mortgage          
  Home equity          
  Commercial          
  Installment & credit card         2  
   
 
 
    Total loans charged-off         2  
   
 
 
Recoveries:              
  1-4 family residential mortgage          
  Home equity          
  Commercial     16     87  
  Installment & credit card     3      
   
 
 
    Total recoveries     19     87  
   
 
 
Net loan charge offs (recoveries)     (19 )   85  
   
 
 
Provision for loan losses     66     52  
   
 
 
Balance at period end   $ 1,790   $ 1,662  
   
 
 
Net charge-offs to average loans     (0.02 )%   (0.08 )%
Allowance as percent of total loans     1.41 %   1.54 %
Non-performing loans as % of total loans     0.09 %   1.14 %
Allowance as % of non-performing loans     1,584.1 %   1,058.6 %

        At December 31, 2003 management implemented a system of allocating the allowance for loan losses to specific components of the loan portfolio. Prior to this time the allowance was allocated on an overall portfolio basis. Allocation of the allowance to specific components is not necessarily indicative of future losses or future allocations. The entire allowance is available to absorb losses in the portfolio.

Composition of the Allowance for Loan Losses

 
  March 31, 2004
  December 31, 2003
 
 
  Amount
  % of loans in
Category

  Amount
  % of loans in
Category

 
Commercial, Financial and Agricultural   $ 299   9.6 % $ 285   9.5 %
Real Estate—Construction     225   9.0. %   214   6.4 %
Real Estate:                      
  Commercial     832   58.4 %   792   60.1 %
  Residential     308   9.6 %   293   9.8 %
Consumer     89   13.4 %   85   14.2 %
Unallocated     37   N/A     36   N/A  
   
 
 
 
 
Total   $ 1,790   100.0 % $ 1,705   100.0 %
   
 
 
 
 

11


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

Non-interest Income and Non-interest Expense

        Total non-interest income increased by $69,000 during the first quarter of 2004 as compared to the same period in 2003. This resulted primarily from increases in deposit service charges of $34,000 and other income $70,000. Included in other income for the quarter ended March 31, 2004 was a gain on the sale of equipment in the amount of $27,000, an increase in the fees received on sale of non-deposit products of $15,000, and an increase of ATM surcharge fees and debit card fees of $13,000. The increase in ATM surcharge and debit card fees resulted from installing ATMs at all branch locations as well as changing the third party card processor in late 2003. Mortgage origination fees decreased by $36,000 during the first quarter of 2004 as a result of lower refinancing volumes as compared to the first quarter of 2003. The company originates mortgages in the name of a third party and receives a fee for the origination.

        Total non-interest expense increased by $278,000 during the first quarter of 2004 as compared to the same quarter of 2003. Salaries and employee benefits increased $145,000 in the first quarter of 2004 as compared to the same period in 2003. The bank had 10 more full time equivalent employees at March 31, 2004 as compared to the same date in 2003. The increase in staffing is a result of adding staff throughout the company as a result of continued growth. Equipment expense increased to $224,000 in the first quarter of 2004 as compared to $162,000 in the first quarter of 2003. The increase in equipment expense is a result of additional maintenance contracts related to system upgrades. In the second and third quarters of 2003, the bank introduced an internet banking product, upgraded its teller and new account platform systems, and upgraded its ATM/debit card processing system. A $21,000 increase in marketing expense is a result of planned adjustments to marketing efforts in 2004 as compared to 2003. There was a $46,000 increase in other expenses in the first quarter of 2004 as compared to the same period in 2003. The increase in other expenses is primarily attributable to increases in supplies of $19,000 and ATM processing and servicing cost of $14,000. These increases are a result of the continued growth of the company. This growth includes the initial supply expense related to preparing to open our seventh banking office in Northeast Columbia and the installation of four ATMs at branches that did not previously have this service.

Financial Position

        Assets totaled $220.2 million at March 31, 2004 as compared to $215.0 million at December 31, 2003, an increase of $5.2 million, or 2.4%. At March 31, 2004, loans accounted for 62.0% of earning assets, as compared to 60.6% at December 31, 2003. Loans grew by $6.0 million during the three months ended March 31, 2004 from $121.0 million at December 31, 2003 to $127.0 million at March 31, 2004. The loan to deposit ratio at March 31, 2004 was 67.8% as compared to 65.3% at December 31, 2003. It is anticipated that this ratio will increase as management attempts to invest more of its assets in the higher earning loan portfolio as compared to the investment portfolio. Earning asset growth was funded by growth in deposits as well as through maturities in the investment portfolio. Deposits grew $2.1 million from $185.3 million at December 31, 2003 to $187.4 million at March 31, 2004. Investments securities decreased $5.1 million from $58.9 million at December 31, 2003 to $53.9 million at March 31, 2004.

12



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

 
  March 31,
2003

  December 31,
2003

 
(In thousands)

 
  Amount
  Percent
  Amount
  Percent
 
Commercial, financial & agricultural   $ 12,186   9.6 % $ 11,518   9.5 %
Real estate:                      
  Construction     11,311   9.0 %   7,782   6.4 %
  Mortgage—residential     12,239   9.6 %   11,804   9.8 %
  Mortgage—commercial     74,215   58.4 %   72,668   60.1 %
Consumer     17,058   13.4 %   17,237   14.2 %
   
 
 
 
 
    Total gross loans     127,009   100.0 %   121,009   100.0 %
         
       
 
Allowance for loan losses     (1,790 )       (1,705 )    
   
     
     
    Total net loans   $ 125,219       $ 119,303      
   
     
     

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

Liquidity and Capital Resources

        The company's liquidity remains adequate to meet operating and loan funding requirements. Federal funds sold and investment securities available-for-sale represents 31.7% of total assets at March 31, 2004. Management believes that its existing stable base of core deposits along with continued growth in this deposit base will enable the company to meet its long-term and short-term liquidity needs successfully. These needs include the ability to respond to short-term demand for funds caused by the withdrawal of deposits, maturity of repurchase agreements, extensions of credit and for the payment of operating expenses. Sources of liquidity in addition to deposit gathering activities include maturing loans and investments, purchase of federal funds from other financial institutions and selling securities under agreements to repurchase. The company monitors closely the level of large certificates of deposits in amounts of $100,000 or more as they tend to be more sensitive to interest rate levels, and thus less reliable sources of funding for liquidity purposes. At March 31, 2004, the amount of certificates of deposits of $100,000 or more represented 19.2% of total deposits. These deposits are issued to local customers, many of whom have other product relationships with the bank. None of these deposits are brokered deposits. Through the operations of our bank, we have made contractual commitments to extend credit in the ordinary course of our business activities. These commitments are legally binding agreements to lend money to our customers at predetermined interest rates for a specified period of time. At March 31, 2004, we had issued commitments to extend credit of $23.8 million, including $10.6 million in unused home equity lines of credit, through various types of lending arrangements. We evaluate each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by us upon extension of credit, is based on our credit evaluation of the borrower. Collateral varies but may include accounts receivable, inventory, property, plant and equipment, commercial and residential real estate. We manage the credit risk on these commitments by subjecting them to normal underwriting and risk management processes.

13



        Management is not aware of any trends, events or uncertainties that may result in a significant adverse effect on the company's liquidity position. As disclosed in the notes to the financial statements the company has entered into an Agreement and plan of Merger (Agreement) with DutchFork Bancshares (DFBS) the holding company for Newberry Federal Savings Bank. The Agreement provides that DFBS will merge with and into First Community with First Community as the surviving entity. Based on the liquidity currently maintained by the company and DFBS management anticipates that the liquidity of the combined company will remain adequate to meet operating and loan funding requirements subsequent to the effective date of the merger. However, no assurances can be given in this regard, as rapid growth, deterioration in loan or investment portfolio quality, excessive merger related expenses, and poor earnings, or a combination of these factors, could change the company's liquidity position in a relatively short period of time.

        The capital needs of the company have been met to date through the initial common stock offering which raised approximately $6.8 million, a secondary offering in July 1998 which raised an additional $6.6 million in net proceeds as well as retained earnings. As part of the Agreement noted above First Community will issue approximately 1,183,000 shares of common stock to DFBS shareholders. The additional capital issued as part of the merger along with the company's existing capital is anticipated to allow the bank to remain a well capitalized institution subsequent to the merger. Although not a part of the merger agreement management of the company is currently reviewing additional sources of capital and may issue Trust Preferred Securities in an amount up to $10.0 million prior to the effective date of the merger transaction. The securities currently qualify in part as Tier 1 capital with the balance qualifying as Tier 2 capital. The company's management anticipates that the bank will remain a well capitalized institution. Shareholders' equity was 9.1% of total assets at March 31, 2004 and December 31, 2003. The bank's risked-based capital ratios of Tier 1, total capital and leverage ratio were 10.7%, 11.9% and 7.6%, respectively at March 31, 2004. The company's risked-based capital ratios of Tier 1, total capital and leverage ratio were 12.9%, 14.1% and 9.1%, respectively at March 31, 2004. This compares to required OCC and Federal Reserve regulatory capital guidelines for Tier 1 capital, total capital and leverage capital ratios of 4.0%, 8.0% and 4.0%, respectively.

14



FIRST COMMUNITY CORPORATION

Yields on Average Earning Assets and Rates
on Average Interest-Bearing Liabilities

 
  Three months ended March 31, 2004
  Three months ended March 31, 2003
 
 
  Average
Balance

  Interest
Earned/Paid

  Yield/
Rate

  Average
Balance

  Interest
Earned/Paid

  Yield/
Rate

 
Assets                                  
Earning assets                                  
  Loans   $ 124,383,265   $ 2,001,792   6.47 % $ 103,995,313   $ 1,820,480   7.10 %
  Securities:     56,151,261     543,413   3.89 %   67,973,994     642,866   3.84 %
  Other short-term investments     13,040,775     29,854   0.92 %   16,605,392     46,505   1.14 %
   
 
 
 
 
 
 
    Total earning assets     193,575,301     2,575,059   5.35 %   188,574,699     2,509,851   5.40 %
   
 
 
 
 
 
 
Cash and due from banks     6,628,748               5,889,621            
Premises and equipment     8,209,068               7,076,381            
Other assets     2,193,334               2,209,634            
Allowance for loan losses     (1,735,720 )             (1,554,779 )          
   
           
           
    Total assets   $ 208,870,731             $ 202,195,556            
   
           
           

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Interest-bearing liabilities                                  
  Interest-bearing transaction accounts     28,612,297     22,501   0.32 %   30,774,607     16,098   0.21 %
  Money market accounts     22,234,608     45,130   0.82 %   30,082,694     76,228   1.03 %
  Savings deposits     12,159,563     18,825   0.62 %   10,197,201     18,013   0.72 %
  Time deposits     79,277,905     431,449   2.19 %   74,778,642     536,356   2.91 %
  Other borrowings     9,929,840     33,701   1.37 %   7,131,970     8,928   0.51 %
   
 
 
 
 
 
 
    Total interest-bearing liabilities     152,214,213     551,606   1.46 %   152,965,114     655,623   1.74 %
   
 
 
 
 
 
 
Demand deposits     35,785,300               29,461,286            
Other liabilities     1,068,639               1,168,592            
Shareholders' equity     19,802,579               18,600,564            
   
           
           
  Total liabilities and shareholders' equity   $ 208,870,731             $ 202,195,556            
   
           
           

Net interest spread

 

 

 

 

 

 

 

3.89

%

 

 

 

 

 

 

3.66

%
Net interest income/margin         $ 2,023,453   4.20 %       $ 1,854,228   3.99 %
         
           
     

15



PART I

Item 3.    Controls and Procedures

        As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective as of March 31, 2004.

        The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.


PART II

OTHER INFORMATION

Item 1.    Legal Proceedings.

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


Item 2.    Changes in Securities.

        Not applicable


Item 3.    Defaults Upon Senior Securities.

        Not Applicable


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

        There were no matters submitted to security holders for a vote during the three months ended March 31, 2004.


Item 5.    Other Information.

        None


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

16



SIGNATURES

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

    FIRST COMMUNITY CORPORATION
(REGISTRANT)
         
         
Date: May 13, 2004   By:   /s/  MICHAEL C. CRAPPS      
Michael C. Crapps
President and Chief Executive Officer
         
         
    By:   /s/  JOSEPH G. SAWYER      
Joseph G. Sawyer
Senior Vice President, Principal Financial Officer

17



INDEX TO EXHIBITS

Exhibit
Number

  Description

31.1

 

Rule 13a-14(a) Certification of the Chief Executive Officer.

31.2

 

Rule 13a-14(a) Certification of the Chief Financial Officer.

32

 

Section 1350 Certifications.

18



Appendix H

DutchFork Bancshares, Inc.

2003 ANNUAL REPORT

President's Message   2

Business of DutchFork Bancshares, Inc.

 

3

Selected Financial and Other Data

 

4

Management's Discussion and Analysis

 

6

Report of Independent Auditor

 

15

Consolidated Balance Sheets as of September 30, 2003 and 2002

 

16

Consolidated Statements of Income for the Years Ended September 30, 2003 and 2002

 

18

Consolidated Statements of Comprehensive Operations for the Years Ended September 30, 2003 and 2002

 

20

Consolidated Statements of Changes in Stockholders' Equity for the Years Ended September 30, 2003 and 2002

 

21

Consolidated Statements of Cash Flows for the Years Ended September 30, 2003 and 2002

 

22

Notes to Consolidated Financial Statements

 

24

Directors and Officers

 

56

Corporate Information

 

56

Stockholder Information

 

57

Common Stock Information

 

58

Chairman's Message

       

To Our Stockholders:

        On behalf of the Board of Directors, officers, and employees of DutchFork Bancshares and its wholly owned subsidiary, Newberry Federal Savings Bank, it is my privilege to present our annual report for the fiscal year ending September 2003.

        Our primary mission is to promote sound growth in earnings and shareholder value for our investors and provide the safest possible environment for customer deposits. In 2003 we continued to fulfill our mission through exceptional performance. The Company sustained its strong record of profitability during the year. Net income for the year rose 37% to $3,380,930 and earnings per share grew by 52% to $3.31. According to the latest Federal Reserve reports, we also continue to hold the number one position in deposit market share in Newberry County. The winning combination of strong earnings, security, and a wonderful base of loyal customers assured our success this year.

        Success is never final and we work hard every day to improve. The challenges of increased competition and narrowing margins are significant. Our dedicated board and associates will strive to meet them head-on with the best interests of our shareholders in mind.

        We appreciate your continuing shareholder support.

Sincerely,

       

J. Thomas Johnson
President and CEO

2


BUSINESS OF DUTCHFORK BANCSHARES, INC.

        DutchFork Bancshares, Inc. (the "Company"), a Delaware corporation, is the unitary thrift holding company of Newberry Federal Savings Bank ("the Bank"), a federally chartered stock savings bank. On July 5, 2000, the Company acquired all of the common stock issued by the Bank upon its conversion from a federally chartered mutual savings bank to a federally chartered stock savings bank. The Company's activities have been limited primarily to holding the common shares of the Bank.

        The Bank is a traditional savings bank, specializing in the acceptance of retail deposits from the general public in the areas surrounding its three full-service offices and using those funds, together with funds from operations, the conversion and borrowings, to originate residential mortgage loans and consumer loans and, to a lesser extent, construction, land and commercial business loans. In addition, the Bank invests significant funds in mortgage-backed securities, including collateralized mortgage obligations and investment grade securities. The Bank could experience interest rate risk because of its significant investment securities portfolio. The Bank's revenues are derived principally from interest and fees on loans originated and interest and dividends on investments and mortgage-backed securities.

        The Company, as a savings and loan holding company, and the Bank are subject to regulation, examination and oversight by the Office of Thrift Supervision. As a federally chartered stock savings bank, the Bank is also subject to general oversight by the Federal Deposit Insurance Corporation and is a member of the Federal Home Loan Bank of Atlanta.

3


SELECTED FINANCIAL AND OTHER DATA

        The following tables contain certain information concerning the financial position and results of operations of the Company. You should read this information in conjunction with the consolidated financial statements included in this report.

 
  At September 30,
 
  2003
  2002
  2001
  2000
 
  (In thousands)

Selected Consolidated Financial Data:                        
  Total assets   $ 235,053   $ 219,092   $ 249,832   $ 224,068
  Cash and cash equivalents     2,654     21,131     5,065     2,835
  Loans, net     58,371     61,706     73,088     78,308
  Securities held-to-maturity:                        
    Mortgage-backed securities, net     1,355     2,835     3,374     3,874
    Investment securities, net     50     50     50     1,141
  Securities available-for-sale:                        
    Mortgage-backed securities, net     18,909     64,628     111,688     105,965
    Investment securities, net     141,852     62,210     49,561     24,772
  Deposit accounts     143,429     149,290     147,258     147,731
  Federal Home Loan Bank advances     55,000     35,000     60,000     35,000
  Other borrowings     2,613             2,755
  Total equity     32,558     33,477     34,066     31,296
  Repossessed assets                 22
  Nonperforming assets and troubled debt restructurings     1,100     1,135     459     185

 


 

Year Ended September 30,

 
  2003
  2002
  2001
  2000
 
  (In thousands, except per share amounts)

Selected Consolidated Operating Data:                        
  Total interest income   $ 10,986   $ 12,888   $ 16,092   $ 15,529
  Total interest expense     4,849     6,876     9,078     9,093
   
 
 
 
    Net interest income     6,137     6,012     7,014     6,436
  Provision for loan losses     195         241     340
   
 
 
 
    Net interest income after provision for loan losses     5,942     6,012     6,773     6,096
  Noninterest income     4,562     2,666     4,283     1,118
  Noninterest expense     6,844     5,523     5,592     4,695
   
 
 
 
  Income before income taxes     3,660     3,155     5,464     2,519
  Provision for income taxes     279     692     2,042     890
   
 
 
 
    Net income   $ 3,381   $ 2,463   $ 3,422   $ 1,629
   
 
 
 
  Income per share (basic)   $ 3.31   $ 2.17   $ 2.46   $ 1.13
   
 
 
 
  Income per share (diluted)   $ 3.13   $ 2.09   $ 2.44   $ 1.13
   
 
 
 

4



 


 

At or For the Year Ended September 30,


 
 
  2003
  2002
  2001
  2000
 
Selected Consolidated Operating Ratios and Other Data (1):                  
Performance Ratios:                  
  Average yield on interest-earning assets   5.41 % 5.61 % 7.22 % 7.38 %
  Average rate paid on interest-bearing liabilities   2.60   3.33   4.78   4.64  
  Average interest rate spread (2)   2.82   2.28   2.44   2.74  
  Net interest margin (3)   3.02   2.62   3.15   3.06  
  Ratio of interest-earning assets to interest-bearing liabilities   108.66   111.09   117.35   107.45  
  Net interest income after provision for loan losses to noninterest expense   86.81   108.84   121.13   129.84  
  Noninterest expense as a percent of average assets   3.07   2.26   2.44   2.12  
  Return on average assets   1.52   1.00   1.49   0.74  
  Return on average equity   10.24   7.59   10.06   8.13  
  Ratio of average equity to average assets   14.81   13.29   14.84   9.04  
Regulatory Capital Ratios (4):                  
  Tangible capital ratio   13.68   14.76   13.38   15.27  
  Core capital ratio   13.68   14.76   13.38   15.27  
  Risk-based capital ratio   18.76   28.80   25.21   32.34  
Asset Quality Ratios:                  
  Nonperforming loans and troubled debt restructurings as a percent of total loans (5)   1.86   1.81   0.63   0.20  
  Nonperforming assets and troubled debt restructurings as a percent of total assets (6)   0.47   0.52   0.18   0.08  
  Allowance for loan losses as a percent of total loans   0.68   0.67   0.87   0.56  
  Allowance for loan losses as a percent of nonperforming loans and troubled debt restructurings (5)   36.45   37.38   138.34   251.48  
  Net loans charged-off to average interest-earning loans   0.42   0.34   0.13   0.19  
Number at end of period:                  
  Full service offices   3   3   3   4  
  Mortgage loans   1,127   1,116   1,328   3,866  
  Deposit accounts   13,419   13,571   14,275   16,906  

(1)
Asset quality ratios and regulatory capital ratios are end of period ratios. All ratios are based on average monthly balances during the indicated periods.

(2)
The average interest rate spread represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of average interest-bearing liabilities.

(3)
The net interest margin represents net interest income as a percent of average interest-earning assets.

(4)
The capital retios are the ratios for the Bank only.

(5)
Nonperforming loans consist solely of all nonaccrual loans.

(6)
Nonperforming assets consist of nonperforming loans, troubled debt restructurings, other repossessed assets and real estate owned.

5


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

General

        The following is management's analysis of the Company's consolidated financial condition and consolidated results of operations as of and for the years ended September 30, 2003 and 2002. This discussion is designed to provide a more comprehensive review of the operating results and financial position than could be obtained from an examination of the consolidated financial statements alone. This analysis should be read in conjunction with the consolidated financial statements and related footnotes and the selected financial data included elsewhere in this report.

        The Bank provides financial services from its three banking locations in Newberry County, South Carolina. The Bank's principal business is attracting deposits from the general public and using these funds to originate loans and invest in mortgage-backed and other securities. The Bank also maintains a significant investment securities portfolio primarily because of the low loan demand in its primary market area. The Bank's results of operations depend primarily on net interest income, which is the difference between the interest income earned on interest-earning assets, such as loans and securities, and the interest expense on interest-bearing liabilities, such as deposits and borrowings. The Bank also earns non-interest income primarily from gains on sales of securities and service charges and other fees earned on deposit accounts and loans. The Bank's non-interest expenses primarily consist of employee compensation and benefits, occupancy expense, advertising and other operating expenses. Results of operations are also affected by general economic and competitive conditions, particularly changes in market interest rates, government policies and regulations. The Bank exceeded all of its regulatory capital requirements at September 30, 2003.

        In addition to serving the financial service needs of consumers within its primary market area, the Bank has demonstrated its commitment to its local communities through philanthropy. Since 1990, it has made monetary gifts and donations totaling approximately $3.2 million to various cultural, educational and civic organizations operating within its primary market area. The Bank's targeted gifts have been investments in the community primarily to promote economic growth and stability. The relative economic health of the community is directly related to the future growth of the business. The Bank intends to continue its tradition of local community support.

        The Company is not aware of any trends, events or uncertainties that will have or are reasonably likely to have a material effect on its liquidity, capital resources or operations except as discussed in this report. The Company is not aware of any current recommendations by regulatory authorities that would have such an effect, if implemented.

Forward-Looking Statements

        When used in this report or future filings by the Company with the Securities and Exchange Commission, or other public or shareholder communications, or in oral statements made with the approval of an authorized executive officer of the Company, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "believe" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and to advise readers that various factors, including but not limited to regional and national economic conditions, changes in levels of market interest rates, credit risks of lending activities and competitive and regulatory factors, could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from those anticipated or projected.

6



        The Company does not undertake, and specifically disclaims, any obligation to publicly release the result of any revisions which may be made to any forward-looking statements to reflect occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

Comparison of Financial Condition at September 30, 2003 and September 30, 2002

        Total assets increased by $16 million from $219.1 million at September 30, 2002 to $235.1 million at September 30, 2003. Loans receivable decreased by $3.3 million, primarily due to repayments and payoffs due to refinancing. Loans that were refinanced at historically low fixed interest rates have been sold into the secondary market as part of the Bank's interest rate risk strategy. Investment securities available-for-sale increased $79.6 million due to the purchase of preferred stocks of $14.8 million and an increase of $72.3 million in corporate bonds. Mortgage-backed securities held-for-investment decreased $1.5 million due to repayments and prepayments. Mortgage-backed securities available-for-sale decreased $45.7 million as a result of sales and purchases of other types of securities. Management invests funds in private issues of mortgage-backed securities to achieve higher yields and an overall shorter weighted average maturity than may be obtained solely through investment in U.S. government guaranteed mortgage-backed securities. The lack of a government guarantee is partially offset by the sinking funds attributable to most private issues. A sinking fund is a contractual obligation that requires the issuer to retire a specified portion of the mortgage-backed securities debt each year. Deposit accounts decreased $5.9 million from September 30, 2002 to September 30, 2003, comprised mainly of shorter term certificates of deposit and checking accounts. The increase of $20 million in Federal Home Loan Bank advances was due to an additional advance of $20 million.

        At September 30, 2003, total equity was $32.6 million, which included retained earnings of $31.4 million and a $1.47 million unrealized loss. At September 30, 2002, total equity was $33.5 million. Retained earnings at September 30, 2002 were $28.1 million and the Company had $193,000 in unrealized gains, net of taxes, on the investment securities and mortgage-backed securities portfolios classified as available-for-sale. Because the Company has a substantial portfolio of investment securities and mortgage-backed securities available-for-sale, the market values of these securities fluctuate significantly as a result of changes in market interest rates. Treasury stock increased by $1.0 million due to the purchase of 101,332 shares of the Company's common stock during fiscal 2003 at an average cost of $30.34 per share.

        The decision to repurchase shares was made due to the low interest rate environment and the belief that the repurchase of shares was the best use of capital based upon the overall interest rate environment and current economic conditions. The repurchase plan approved most recently was for 150,000 shares, of which 101,332 shares have been repurchased, leaving 48,668 shares yet to be repurchased under the plan.

Comparison of Operating Results for the Years Ended September 30, 2002 and 2001

        Net income.    Net income increased from $2.5 million in 2002 to $3.4 million in 2003 primarily as a result of an increase in gains on the sale of securities of $0.7 million.

        Net interest income.    Net interest income increased from $6.0 million in 2002 to $6.19 million in 2002 as a result of an increase of 0.40% in net interest margin, partially offset by a decrease of $26.7 million in average interest earning assets. The Bank uses interest rate floors and caps from time to time to limit and/or reduce exposure to fluctuations in interest rates on its assets and liabilities (i.e., to assist in the management of interest rate risk on a short-term basis). The Bank maintains significant investments subject to interest rate adjustment and has liabilities such as certificates of deposit that may have maturities of six months or longer. The Bank's risk with respect to the floors and caps is the

7



purchase price. The utilization of derivatives (including the purchase price of the floors and caps) resulted in the following impacts on net income for the periods presented:

 
  Year Ended September 30,
 
 
  2003
  2002
 
Increase (decrease) in net income before tax   $ (239,866 ) $ (263,828 )

        Total interest income.    Total interest income declined from $12.9 million in 2002 to $11.0 million in 2003. This decrease was due to a 0.20% decrease in the average yield and a $26.7 million decrease in average interest earning assets for 2003 as compared to 2002.

        Total interest expense.    Total interest expense decreased from $6.9 million in 2002 to $4.8 million in 2003. This decrease was due to a $18.9 million decrease in interest-bearing liabilities and a 0.73% decrease in the rate paid on interest-bearing liabilities.

        Provision for Loan Losses.    The provision for loan losses increased from $0 in 2002 to $195,000 in 2003, primarily due to charge-offs continuing at the higher rate as experienced in 2002, creating the need to increase the allowance for losses to a level deemed satisfactory by management which was approximately the same level as carried at September 30, 2002. The provision was determined by the level of the allowance needed for loan losses based upon management's analysis of the current quality of the loan portfolio including historical trends, significant problem loans, current market value of real estate or other collateral and certain economic and other factors affecting loans and real estate or collateral securing these loans.

        Residential mortgage loans increased from $23,235,000 at September 30, 2002 to $25,193,000 at September 30, 2003 and consumer loans decreased from $10,346,000 at September 30, 2002 to $7,065,000 at September 30, 2003. Management's analysis indicates that the overall loan loss reserve needed to be maintained at the September 30, 2003 level.

        The analysis of individual credit relationships is the first factor in the evaluation process. Individual credit relationships in excess of $500,000 with specific credit characteristics are evaluated for collectibility and potential impairment by an independent loan review staff. Impaired loans are measured using the approach specified by SFAS No. 114.

        Commercial, residential, construction, small business and consumer loans reviewed for impairment under SFAS 114 that are not considered impaired after SFAS 114 review are considered on a portfolio basis as the second factor of the evaluation process. These loans are evaluated as pools of loans based on payment status for the consumer portfolio and an internal credit risk assessment system for commercial and small business loans. An allowance is calculated for each consumer loan pool using loss factors based on a monthly analysis of delinquency trends and historical loss experience. Loss factors for the commercial and small business loan pools are based on average historical loss experience. Various credit quality trends, delinquencies, charge-offs, non-accruals, and criticized/classified assets which may impact portfolio performance, are also considered in determining loss factors for each loan pool.

        The third factor in the evaluation process is the unallocated allowance which considers factors including industry, borrower or collateral concentrations; changes in lending policies and underwriting; current loan volumes; experience of lending staff; current general economic conditions; fraud risk; and risk inherent in the loss estimation process of loan pools.

        Noninterest income.    Noninterest income increased by $1.9 million for the year ended September 30, 2003, primarily due to an increase in the gain on sale of securities of $727,000 and a gain of the disposition of land in the amount of $1,080,000. The Bank manages its unrealized gains and losses through a continuing attempt to match maturities of assets and liabilities while seeking to

8



maintain a profit margin. On a quarterly basis, the Bank conducts a detailed review of its interest rate risk exposure and the effects on capital of any restructuring of the portfolio that might be deemed appropriate. As part of this process, the Bank takes advantage of opportunities to shorten asset maturities and has taken steps to increase the percent of adjustable-rate mortgage- backed securities. In addition, the Bank attempts to extend the maturity of liabilities when borrowing money and occasionally uses interest rate swaps to limit the effects of market interest rate fluctuations. See Notes 1 and 14 to the consolidated financial statements. The gain on the disposition of land was a nonmonetary transaction whereby the Company transferred land with an appraised value of $1,500,000 to two local not-for-profit organizations for $420,000. The gain of $1,080,000 on this transaction is also recorded as an expense under noninterest expense.

        Noninterest expense.    Noninterest expense totaled $6.7 million for the year ended September 30, 2003 compared to $5.5 million for the same period in 2002. Changes in noninterest expense resulted primarily from a $1.1 million increase in contributions, of which the substantial majority was the $1,080,000 gain on the disposition of land discussed under noninterest income.

        Provision for Income Taxes.    The provision for income taxes decreased between 2002 and 2003 even though net income before taxes increased primarily due to the overall lower effective rate due to the dividend exclusion on the greater amounts of preferred stocks held in 2003, and the benefits from the contribution deduction in the nonmonetary transaction for the disposition of the land.

9


Average Balances, Interest and Average Yields/Costs

        The following table presents certain information for the periods indicated regarding average balances of assets and liabilities, as well as the total dollar amounts of interest income from average interest-earning assets and interest expense on average interest-bearing liabilities and the resulting average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. Average balances were derived from monthly balances.

 
   
   
  Year Ended September 30,
 
 
  At September 30, 2003
  2003
  2002
 
 
  Balance
  Yield/
Rate

  Average
Balance

  Interest
  Average
Yield/
Rate

  Average
Balance

  Interest
  Average
Yield/
Rate

 
Interest-earning assets:                                            
  Loans receivable (1)   $ 58,371   6.88 % $ 59,488   $ 4,017   6.75 % $ 67,138   $ 4,953   7.38 %
  Mortgage-backed securities (2)     20,264   4.78     48,885     3,239   6.63     114,666     5,617   4.90  
  Investment securities (3)     143,207   8.15     79,365     3,495   4.40     40,659     2,106   5.18  
  Interest-bearing deposits     970   3.30     1,923     32   1.66     816     23   2.82  
  Federal funds sold               10,148     126   1.24     5,389     135   2.51  
  Other               3,173     78   2.46     1,011     54   5.34  
   
     
 
     
 
     
    Total interest-earning assets     222,812   4.93     202,982     10,987   5.41     229,679     12,888   5.61  
  Noninterest-earning assets     12,241         20,023               14,431            
   
     
           
           
    Total assets   $ 235,053       $ 223,005             $ 244,110            
   
     
           
           
Interest-bearing liabilities:                                            
  Deposit accounts   $ 143,429   1.95   $ 149,646     2,800   1.87   $ 147,879     4,225   2.86  
  Federal Home Loan Bank advances     55,000   3.72     36,500     2,048   5.61     57,917     2,630   4.54  
  Other borrowings     2,613       653             952     21   1.97  
   
     
 
     
 
     
    Total interest-bearing liabilities     201,042   2.41 %   186,799     4,848   2.60 %   206,748     6,876   3.33 %
  Noninterest-bearing liabilities     1,453         3,180               4,924            
   
     
           
           
    Total liabilities     202,495         189,979               211,672            
  Total retained earnings     32,558         33,026               32,438            
   
     
           
           
    Total liabilities and retained earnings   $ 235,053       $ 223,005             $ 244,110            
   
     
           
           
Net interest-earning assets   $ 21,770       $ 16,183             $ 22,931            
Net interest income/interest rate spread (4)         2.52 %       $ 6,139   2.82 %       $ 6,012   2.28 %
Net interest margin as a percentage of interest-earning assets         2.76 %             3.02 %             2.62 %
Ratio of interest-earning assets to interest-bearing liabilities         110.83 %             108.66 %             111.09 %

(1)
Balances are net of deferred loan origination costs, undisbursed proceeds of construction loans in process, and include nonaccrual loans.

(2)
Includes mortgage-backed securities available-for-sale and held-to-maturity.

(3)
Includes investment securities available-for-sale and held-to-maturity.

(4)
Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(5)
Net interest margin represents net interest income as a percentage of average interest-earning assets.

10


Rate/Volume Analysis

        The following table presents the effects of changing rates and volumes on the interest income and interest expense of the Bank. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of this table, changes attributable to changes in both rate and volume, which cannot be segregated, have been allocated proportionately based on the absolute value of the change due to rate and the change due to volume.

 
  Year Ended September 30, 2003
Compared to
Year Ended September 30, 2002

  Year Ended September 30, 2002
Compared to
Year Ended September 30, 2001

 
 
  Rate
  Volume
  Net
  Rate
  Volume
  Net
 
 
  (Dollars in thousands)

 
Interest-earning assets:                                      
  Loans   $ (399 ) $ (537 ) $ (936 ) $ (838 ) $ (426 ) $ (1,264 )
  Mortgage-backed securities (1)     3,792     (6,170 )   (2,378 )   655     190     845  
  Investment securities (1)     (259 )   1,648     1,389     (3,969 )   1,490     (2,479 )
  Interest-earning deposits with banks     (4 )   13     9     (31 )   3     (28 )
  Other borrowings     (79 )   70     (9 )   (210 )   165     (45 )
  Other     (11 )   35     24     (64 )   (169 )   (233 )
   
 
 
 
 
 
 
    Total interest-earning assets     3,040     (4,941 )   (1,901 )   (4,457 )   1,253     (3,204 )

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Deposit accounts     (1,476 )   51     (1,425 )   (2,771 )   367     (2,404 )
  Federal Home Loan Bank advances     (443 )   (139 )   (582 )   112     133     245  
  Federal funds borrowed     35     (55 )   (20 )   33     (76 )   (43 )
   
 
 
 
 
 
 
    Total interest-bearing liabilities     (1,884 )   (143 )   (2,027 )   (2,626 )   424     (2,202 )
   
 
 
 
 
 
 
Increase (decrease) in net interest income   $ 4,924   $ (4,798 ) $ 126   $ (1,831 ) $ 829   $ (1,002 )
   
 
 
 
 
 
 

(1)
Includes securities available-for-sale and held-to-maturity on a tax-equivalent basis.

Asset and Liability Management

        The Bank is particularly subject to interest rate risk because a large percentage of the Bank's interest-earning assets have longer maturities than the maturities of the Bank's interest-bearing liabilities, which reduces the Bank's income as interest rates rise. In addition, the Bank's capital levels can fluctuate with changes in market interest rates as a result of market value change on its investment in long-term fixed rate U.S. Government agency securities, various equity securities, certain deep discounted, fixed-rate collateralized mortgage obligations and long-term zero coupon bonds. At September 30, 2003, the Bank held $162.1 million in fixed and adjustable rate securities, or 68.9% of its total assets.

        The Bank has sought to reduce the exposure of its earnings to changes in market interest rates by attempting to manage the mismatch between asset and liability maturities and interest rates. The Bank seeks to achieve this objective by increasing the interest rate sensitivity of its interest-earning assets by originating, for its portfolio, adjustable-rate mortgage loans and shorter term commercial and consumer loans, as well as decrease the average lives of its investment securities and mortgage-backed securities portfolios. The Bank relies on retail deposits as its primary source of funds. The Bank also seeks to sell conforming fixed-rate mortgage loans with maturities of more than 15 years. Management believes retail deposits, compared to brokered deposits, reduce the effects of interest rate fluctuations because

11



they generally represent a more stable source of funds. The Bank also intends to decrease the interest rate sensitivity of its interest-bearing liabilities by attempting to increase the maturity of its borrowings and deposit accounts.

        In managing its asset/liability mix and in an effort to enhance net interest, the Bank, depending on the relationship between long- and short-term interest rates, market conditions and consumer preference, often places more emphasis on managing short-term net interest margin than on better matching the interest rate sensitivity of its assets and liabilities. Management believes that the increased net interest income resulting from a mismatch in the maturity of its asset and liability portfolios can, during periods of declining or stable interest rates, provide adequate returns to justify the increased exposure to sudden and unexpected increases in interest rates. See Note 14 to the consolidated financial statements.

        The Office of Thrift Supervision uses certain assumptions in assessing the interest rate risk of savings associations. These assumptions relate to interest rates, loan prepayment rates, deposit decay rates and the market values of certain assets under differing interest rate scenarios, among others. As with any method of measuring interest rate risk, certain shortcomings are inherent in the method of analysis presented in the foregoing table. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable rate mortgage loans, have features which restrict changes in interest rates on a short-term basis and over the life of the asset. Further, if interest rates change, expected rates of prepayments on loans and early withdrawals from certificates could deviate significantly from those assumed in calculating the table.

        The Bank primarily utilizes an interest rate risk report prepared by the Office of Thrift Supervision to review its level of interest rate risk. The following table, which was prepared by the Office of Thrift Supervision, presents the changes in the Bank's net portfolio value at September 30, 2003, that would occur upon an immediate change in interest rates based on Office of Thrift Supervision assumptions, but without effect to any steps that management might take to counteract that change. Net portfolio value is the present value of expected cash flows from assets, liabilities and off-balance sheet contracts. A higher net portfolio value ratio indicates a lower level of interest rate risk.

 
   
   
   
  Net Portfolio Value as a % of Present Value of Assets
 
  Net Portfolio Value
Change in Interest Rates
In Basis Points
(Rate Shock)

  Net Portfolio
Value
Ratio

   
  Amount
  Change
  % Change
  Change (1)
300   $ 22,902   $ (8,706 ) (28 )% 10.27 % (291) bp
200     25,632     (5,975 ) (19 ) 11.21   (197) bp
100     28,950     (2,657 ) (8 ) 12.34   (84) bp
Static     31,607             13.18    
(100)     28,532     (3,075 ) (10 ) 11.91   (126) bp

(1)
Expressed in basis points.

        As presented in the above table, based on the assumptions by the Office of Thrift Supervision as of September 30, 2003, it is estimated that a sudden 200 basis point increase in interest rates would decrease the Bank's net portfolio value by $6.0 million, or 19% at that date. The Net Portfolio Value ratio of 11.21% as indicated in the above table at 200 basis points rate shock satisfied the 4% requirement imposed by the Office of Thrift Supervision in connection with its approval of the Conversion.

12



Liquidity and Capital Resources

        Liquidity management is both a daily and long-term responsibility of the Company's management. The Bank adjusts its investment in liquid assets based upon management's assessment of expected loan demand, expected deposit flows, yields available on interest-earning deposits and investment securities, and the objectives of its asset/liability management program. Excess liquid assets are invested generally in interest-earning overnight deposits and short- and immediate-term U.S. Government and agency obligations and mortgage-backed securities. If the Bank requires funds beyond its ability to generate them internally, it has additional borrowing capacity with the Federal Home Loan Bank of Atlanta.

        The desired level of liquidity for the Bank is determined by management in conjunction with the Asset/Liability Committee of the Bank. The level of liquidity is based on management's strategic direction for the Bank's commitments to make loans and the Asset/Liability Committee's assessment of the Bank's ability to generate funds. Historically, sources of liquidity have included net deposits to savings accounts, amortizations and prepayments of loans, Federal Home Loan Bank advances, reverse repurchase agreements and sales of securities and loans held for sale.

        The Bank's most stable and traditional source of funding has been the attraction and retention of deposit accounts, the success of which it believes is based primarily on the strength and reputation of the Bank, effective marketing and rates paid on deposit accounts. The Bank has a significant market share of deposits in Newberry County. Due to the migration of traditional savings balances to non-deposit investment products, including the equity markets, annuities and mutual funds, the pool of retail deposit funds held in financial institutions has contracted over time, resulting in the Bank relying more on other sources of funds.

        The Bank's primary sources of funds are deposits and proceeds from principal and interest payments on loans and mortgage-backed securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition. The Bank generally manages the pricing of its deposits to be competitive and to increase core deposit relationships. Other primary sources of funds include borrowings from the Federal Home Loan Bank of Atlanta, principal repayments on loans and mortgage-backed securities, reverse repurchase agreements and sales of loans.

        The Bank's most liquid assets are cash and short-term investments. The levels of these assets depend on the Bank's operating, financing, lending and investing activities during any given period. At September 30, 2003, cash and short-term investments totaled $2.7 million. The Bank has other sources of liquidity if a need for additional funds arises, including securities maturing within one year and the repayment of loans. The Bank may also sell securities available-for-sale, and use federal funds purchased and Federal Home Loan Bank of Atlanta advances as sources of funds. At September 30, 2003, the Bank had outstanding advances of $55 million. On that date, the Bank had the ability to borrow an additional $27 million from the Federal Home Loan Bank of Atlanta.

        At September 30, 2003, the Bank had outstanding commitments to originate loans of $1,401,000, of which $508,000 had fixed interest rates. These loans are to be secured by properties located in its primary market area. The Bank anticipates that it will have sufficient funds available to meet its current loan commitments. Loan commitments have, in recent periods, been funded through liquidity or through Federal Home Loan Bank borrowings. Certificates of deposit which are scheduled to mature in one year or less from September 30, 2003, totaled $79 million. Management believes, based on past experience, that a significant portion of such deposits will remain with the Bank. Based on the foregoing, the Bank considers its liquidity and capital resources sufficient to meet its outstanding short-term and long-term needs.

        The Bank is subject to various regulatory capital requirements imposed by the Office of Thrift Supervision. At September 30, 2003, the Bank was in compliance with all applicable capital

13



requirements so as to be considered "well-capitalized". See Note 11 to the consolidated financial statements.

Off-Balance Sheet Arrangements

        For a discussion of the Company's off-balance sheet arrangements, see Footnote 10, "Commitments" and Footnote 14, "Interest Rate Risk" to the audited financial statements in the annual report to stockholders.

Impact of Inflation and Changing Prices

        The consolidated financial statements and related data presented in this prospectus have been prepared in conformity with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation. Unlike many industrial companies, substantially all of the assets and liabilities of the Company are monetary in nature. As a result, interest rates have a more significant impact of the Company's performance than the general level of inflation. Over short periods of time, interest rates may not necessarily move in the same direction or in the same magnitude as inflation.

14


Report of Independent Auditor

The Board of Directors
DutchFork Bancshares, Inc. and Subsidiaries
Newberry, South Carolina

        I have audited the accompanying consolidated balance sheets of DutchFork Bancshares, Inc. and Subsidiaries as of September 30, 2003 and 2002, and the related consolidated statements of income, comprehensive operations, changes in stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audits.

        I conducted the audits in accordance with generally accepted auditing standards in the United States of America. Those standards require that I plan and perform the audits 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. I believe that my audits provide a reasonable basis for my opinion.

        In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of DutchFork Bancshares, Inc. and Subsidiaries at September 30, 2003 and 2002 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles in the United States of America.

      

October 23, 2003
Columbia, South Carolina

15


DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Balance Sheets

 
  At September 30,
 
  2003
  2002
Assets            
Cash and cash equivalents (Notes 1, 2 and 12)   $ 2,653,640   $ 21,130,629
Investments and mortgage-backed securities (Notes 1, 3, 7 and 12):            
  Available-for-sale:            
    Investments (cost of $143,998,688 and $61,497,869 at September 30, 2003 and 2002 respectively)     141,851,562     62,209,846
    Mortgage-backed securities (cost of $19,117,095 and $65,015,723 at September 30, 2003 and 2002 respectively)     18,908,681     64,627,627
  Held-to-maturity:            
    Investments (fair value of $50,000 and $50,000 at September 30, 2003 and 2002 respectively)     50,000     50,000
    Mortgage-backed securities (fair value of $1,368,324 and $2,879,938 at September 30, 2003 and 2002 respectively)     1,355,226     2,835,439
Loans receivable (Notes 1, 4, 7, 10, and 12)     58,371,056     61,705,696
Premises, furniture and equipment, net (Notes 1 and 5)     3,179,428     3,786,005
Accrued interest receivable:            
  Loans and mortgage-backed securities (Note 1)     346,945     371,221
  Investments and other property     690,454     489,164
Prepaid assets     408,299     574,318
Prepaid income tax     518,585    
Deferred tax asset (Notes 1 and 9)     936,622     580,152
Other (Note 21)     5,782,861     731,992
   
 
Total assets   $ 235,053,359   $ 219,092,089
   
 

16



Liabilities and stockholders' equity

 

 

 

 

 

 

 
Liabilities:              
  Deposit accounts (Note 6, 12 and 14)   $ 143,429,056   $ 149,290,222  
  Federal Home Loan Bank advances (Notes 7 and 12)     55,000,000     35,000,000  
  Advances from borrowers for taxes and insurance     62,316     58,955  
  Federal funds purchased     2,613,022      
  Accrued income taxes payable     317,382     174,707  
  Accrued expenses     748,729     665,935  
  Accrued interest payable     234,581     381,900  
  Other     90,502     43,001  
   
 
 
Total liabilities     202,495,588     185,614,720  
   
 
 

Commitments and contingencies (
Note 10)

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 
  Preferred stock, $.01 par value, 500,000 shares authorized and unissued          
  Common stock, $.01 par value, 4,000,000 shares authorized, 1,560,550 issued at September 30, 2003 and 2002     15,605     15,605  
  Additional paid-in capital     15,022,479     14,785,443  
  Retained earnings, substantially restricted (Notes 9 and 11)     31,446,192     28,065,262  
  Accumulated other comprehensive income (loss)     (1,470,979 )   193,388  
  Treasury stock (432,709 and 331,377 shares at September 30, 2003 and 2002, respectively)     (10,543,034 )   (7,468,233 )
  Unearned 2001 Stock-Based Incentive Plan shares (43,073 and 51,187 shares at September 30, 2003 and 2002, respectively)     (809,608 )   (962,070 )
  Unearned Employee Stock Ownership Plan (97,804 and 106,124 shares at September 30, 2003 and 2002, respectively)     (1,102,884 )   (1,152,026 )
   
 
 
Total stockholders' equity     32,557,771     33,477,369  
   
 
 
Total liabilities and stockholders' equity   $ 235,053,359   $ 219,092,089  
   
 
 

See accompanying notes.

17


DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Statements of Income

 
  Year Ended
September 30,

 
  2003
  2002
Interest income:            
  Loans receivable (Notes 1 and 4)   $ 4,016,615   $ 4,952,598
  Investments (Notes 1 and 3)     3,620,626     2,111,381
  Mortgage-backed and related securities (Notes 1 and 3)     3,238,970     5,617,426
  Other interest-earning assets     110,006     206,269
   
 
    Total interest income     10,986,217     12,887,674
   
 
Interest expense:            
  Interest expense on deposit accounts (Note 6)     2,800,453     4,224,980
  Federal Home Loan Bank advances (Note 7)     2,048,001     2,629,901
  Other borrowings purchased     187     21,303
   
 
    Total interest expense     4,848,641     6,876,184
   
 
Net interest income     6,137,576     6,011,490
  Provision for loan losses (Notes 1 and 4)     195,000    
   
 
  Net interest income after provision for loan losses     5,942,576     6,011,490
   
 
Noninterest income:            
  Gain on sale of securities, net     2,465,339     1,738,830
  Gain on disposition of assets (Note 23)     1,080,479    
  Loan origination and commitment fees (Note 1)     178,415     138,217
  Gain on sale of loans     76,581     79,623
  Loan servicing fees     4,112     6,232
  Bank service charges     566,931     543,668
  Loan late charges     62,689     53,751
  Other     127,797     105,190
   
 
    Total noninterest income     4,562,343     2,665,511
   
 

18


Noninterest expense:            
  Compensation and benefits     3,182,354     3,066,758
  Occupancy, furniture and equipment     493,003     514,547
  SAIF deposit insurance premium     24,562     25,499
  Professional fees     281,981     293,751
  Telephone and postage     166,730     198,110
  Insurance and related costs     52,177     30,494
  Marketing     82,095     111,711
  Data processing     209,500     166,140
  Supplies and printing     80,429     126,078
  OTS assessments     61,234     61,665
  Meetings     8,677     14,862
  Bank service charges     32,402     79,620
  Loan expenses     103,116     47,661
  Transaction account charges     164,809     56,481
  Automated teller system     29,138     29,817
  Contributions (Note 23)     1,140,444     11,409
  Other     732,512     688,669
   
 
    Total noninterest expense     6,845,163     5,523,272
   
 
  Income before income taxes     3,659,756     3,153,729
Provision for income taxes (Note 9)     278,826     690,964
   
 
Net income   $ 3,380,930   $ 2,462,765
   
 
Net income per share (basic)   $ 3.31   $ 2.17
   
 
Net income per share (diluted)   $ 3.13   $ 2.09
   
 

See accompanying notes.

19


DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Statements of Comprehensive Operations

 
  Year Ended September 30,
 
  2003
  2002
Net income   $ 3,380,930   $ 2,462,765

Other comprehensive income, net of tax:

 

 

 

 

 

 
  Unrealized gains arising during the period, net of tax effect of $(1,015,052) and $83,756 for the years ended September 30, 2003 and 2002, respectively     (1,664,367 )   105,997
   
 
Comprehensive income   $ 1,716,563   $ 2,568,762
   
 

See accompanying notes.

20


DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity

 
  Number of
Shares

  Common Stock
  Additional
Paid-in Capital

  Retained
Earnings

  Accumulated
Other
Comprehensive
Income (Loss)

  Treasury Stock
  Incentive Plan
  Employee Stock
Ownership
Plan Loan

  Total
Stockholders'
Equity

 
Balance at September 30, 2001   1,321,128   $ 15,605   $ 14,585,071   $ 25,602,497   $ 87,391   $ (3,851,845 ) $ (1,173,175 ) $ (1,199,722 ) $ 34,065,822  
Net income               2,462,765                     2,462,765  
Release of 13,848 ESOP shares           226,220                     47,696     273,916  
Shares issued for incentive plan   11,235         (26,430 )               211,105         184,675  
Options exercised   7,803         (47,305 )           175,567             128,262  
Purchase of treasury stock   (162,180 )                   (3,791,955 )           (3,791,955 )
Tax benefit from stock options           47,887                         47,887  
Change in net unrealized depreciation on investments available for sale (net of deferred and current income taxes of $83,756                   105,997                 105,997  
   
 
 
 
 
 
 
 
 
 
Balance at September 30, 2002   1,177,986     15,605     14,785,443     28,065,262     193,388     (7,468,233 )   (962,070 )   (1,152,026 )   33,477,369  
Net income               3,380,930                     3,380,930  
Release of 8,320 ESOP shares           212,084                     49,142     261,226  
Shares issued for incentive plan   8,114         24,952                 152,462         177,414  
Purchase of treasury stock   (101,332 )                   (3,074,801 )           (3,074,801 )
Change in net unrealized depreciation on investments available for sale (net of deferred and current income taxes of $1,015,052)                   (1,664,367 )               (1,664,367 )
   
 
 
 
 
 
 
 
 
 
Balance at September 30, 2003   1,084,768   $ 15,605   $ 15,022,479   $ 31,446,192   $ (1,470,979 ) $ (10,543,034 ) $ (809,608 ) $ (1,102,884 ) $ 32,557,771  
   
 
 
 
 
 
 
 
 
 

See accompanying notes.

21



DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Statements of Cash Flows

 
  Year Ended September 30,
 
 
  2003
  2002
 
Operating Activities              

Net income

 

$

3,380,930

 

$

2,462,765

 
Adjustments to reconcile net income to net cash provided (used) by operating activities:              
  Depreciation     306,321     312,661  
  Provision for losses     195,000      
  Incentive plan shares issued     177,414     184,675  
  (Gain) on sales of investments and mortgage-backed securities     (2,465,339 )   (1,738,830 )
  Net (gain) on sales on loans     (76,581 )   (79,623 )
  (Decrease) in deferred loan origination fees     (5,234 )   (13,150 )
  Amortization of (discounts) on investments, mortgage-backed securities and loans     (145,724 )   (488,405 )
  (Increase) decrease in accrued interest receivable     (177,014 )   201,344  
  (Increase) in prepaid and other assets     (900,435 )   (70,889 )
  (Increase) decrease in deferred tax asset     (356,470 )   46,659  
  (Decrease) in accrued interest payable     (147,319 )   (334,540 )
  (Decrease) in accounts payable and accrued expenses     (20,069 )   (4,854,687 )
  Increase (decrease) in other liabilities     1,306,091     (1,929,070 )
  Origination of loans held for sale     (12,336,930 )   (7,780,691 )
  Proceeds from sales of trading securities     18,207,707     14,429,631  
  Purchases of trading securities     (18,059,488 )   (14,541,042 )
  Proceeds from sales of loans held for sale     12,539,311     7,850,314  
   
 
 
Net cash provided (used) by operating activities     1,422,171     (6,342,878 )
   
 
 

22


Investing Activities              

Investment in bank-owned life insurance

 

 

(4,503,000

)

 


 
Principal payments on mortgage-backed securities     58,331,747     111,233,979  
Purchases of available-for-sale securities     (238,966,534 )   (214,362,400 )
Proceeds from sales of available-for-sale securities     147,977,655     140,606,777  
Net decrease in loans receivable     3,435,592     11,405,379  
Purchases of premises, furniture and equipment     (116,262 )   (100,734 )
   
 
 
Net cash provided (used) by investing activities     (33,840,802 )   48,783,001  
   
 
 
Financing Activities              

Net increase (decrease) in deposit accounts

 

 

(5,861,166

)

 

2,032,318

 
Proceeds from Federal Home Loan Bank advances     20,000,000      
Payments on Federal Home Loan Bank advances and other borrowings         (25,000,000 )
Proceeds from other borrowings     206,134,975     48,625,000  
Repayments of other borrowings     (203,521,953 )   (48,625,000 )
Release of ESOP shares     261,226     273,916  
Exercise of stock options         128,262  
Purchase of treasury stock     (3,074,801 )   (3,791,955 )
Increase (decrease) in advances from borrowers for taxes and insurance     3,361     (17,494 )
   
 
 
Net cash provided (used) by financing activities     13,941,642     (26,374,953 )
   
 
 
Net increase (decrease) in cash and cash equivalents     (18,476,989 )   16,065,170  
Cash and cash equivalents at beginning of year     21,130,629     5,065,459  
   
 
 
Cash and cash equivalents at end of year   $ 2,653,640   $ 21,130,629  
   
 
 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

 
  Interest   $ 5,465,122   $ 7,974,524  
  Taxes   $   $ 2,772,638  
  Gain on disposition of land   $ 1,080,479      

See accompanying notes.

23



DutchFork Bancshares, Inc.
and Subsidiaries

Notes to Consolidated Financial Statements

Years Ended September 30, 2003 and 2002

1. Organization and Summary of Significant Accounting Policies

Organization

        DutchFork Bancshares, Inc. (the "Company") is a unitary savings and loan holding company formed for the purpose of acquiring and holding all of the outstanding stock of Newberry Federal Savings Bank (the "Bank"). The Bank is in the business of obtaining deposits in Newberry County and the surrounding area and investing those deposits in loans and securities.

Summary of Significant Accounting Policies

        The consolidated financial statements include the accounts of the Company, the Bank and Inter-Community Service Corporation, a subsidiary of the Bank (the "Service Corporation"). The activities of the Service Corporation are the sale of insurance and investment products. Significant intercompany balances and transactions have been eliminated upon consolidation.

        For the purpose of presentation in the consolidated financial statements cash equivalents are defined as those investments with a maturity of three months or less when purchased.

        Government bonds held principally for resale in the near term, and mortgage-backed securities held for sale in conjunction with the Bank's mortgage banking activities, are classified as trading account securities and recorded at their fair values. Unrealized gains and losses on trading account securities are included immediately in other income.

        Bonds, notes, and debentures for which the Bank has the positive intent and ability to hold to maturity are reported at cost, adjusted for premiums and discounts that are recognized in interest income using the interest method over the period to maturity.

        Available-for-sale securities consist of bonds, notes, debentures, and certain equity securities not classified as trading securities or as held-to-maturity securities.

        Unrealized holding gains and losses, net of tax, on available-for-sale securities are reported as a net amount in a separate component of equity until realized.

        Gains and losses on the sale of available-for-sale securities are determined using the specific-identification method.

        Declines in the fair value of individual held-to-maturity and available-for-sale securities below their cost that are other than temporary have resulted in write-downs of the individual securities to their fair value. The related write-downs have been included in earnings as realized losses.

24



        Premiums and discounts are recognized in interest income using the interest method over the period to maturity.

        Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Net unrealized losses are recognized through a valuation allowance by charges to income.

        Loans receivable that management intends to hold until maturity are reported at their outstanding principal adjusted for any charge-offs, the allowance for loan losses, and any deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans.

        Discounts and premiums on purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity, adjusted for anticipated prepayments.

        Loan origination fees and certain direct origination costs are capitalized and recognized as an adjustment of the yield of the related loan. The net amount is deferred and amortized over the contractual life of the loan.

        The accrual of interest on impaired loans is discontinued when, in management's opinion, the borrower may be unable to meet payments as they become due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received.

        The allowance for loan losses is increased by charges to income and decreased by charge-offs (net of recoveries). Management's periodic evaluation of the adequacy of the allowance is based on the Bank's past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower's ability to repay, the estimated value of any underlying collateral, and current economic conditions.

        For impairment recognized in accordance with Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards No. 114, Accounting by Creditors for Impairment of a Loan, the entire change in present value of expected cash flows is reported as bad debt expense in the same manner in which impairment initially was recognized or as a reduction in the amount of bad debt expense that otherwise would be reported.

        Real estate properties acquired through, or in lieu of, loan foreclosure are to be sold and are initially recorded at fair value at the date of foreclosure establishing a new cost basis. After foreclosure, valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value, less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in loss on foreclosed real estate.

25


        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.

        Land is carried at cost. Bank premises and equipment are carried at cost, less accumulated depreciation computed principally by the straight-line method.

        The majority of derivative financial instruments held or issued by the Bank are held or issued for purposes other than trading.

        Interest-Rate Exchange Agreements.    Interest-rate exchange agreements (swaps) used in asset/liability management activities are accounted for using the accrual method. Net interest income (expense) resulting from the differential between exchanging floating and fixed-rate interest payments is recorded on a current basis. Gains or losses on the sales of swaps used in asset/liability management activities are deferred and amortized into interest income or expense over the maturity period of the swap.

        Financial Futures.    Interest-rate futures contracts are entered into by the Bank as hedges against exposure to interest-rate risk and are not for speculation purposes. Changes in the market value of interest-rate futures contracts are deferred while the contracts are open and subsequently amortized into interest income or expense over the maturity period of the hedged assets or liabilities after the contract closes.

        Other Off-Balance-Sheet Instruments.    In the ordinary course of business the Bank has entered into off-balance sheet financial instruments consisting of commitments to extend credit, and standby letters of credit. Such financial instruments are recorded in the financial statements when they are funded or related fees are incurred or received.

        Derivatives Used for Risk Management.    The Bank has adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (as amended by SFAS No. 138 and SFAS No. 149, which amended SFAS No. 133), which establishes accounting and reporting standards for derivatives and hedging activities.

        Under SFAS 133, 138 and 149, the Bank may designate a derivative as either a hedge of the fair value of a recognized fixed rate asset or liability or an unrecognized firm commitment ("fair value" hedge), or a hedge of a forecasted transaction or of the variability of future cash flows of a floating rate asset or liability ("cash flow" hedge). All derivatives are recorded as assets or liabilities on the balance sheet at their respective fair values with unrealized gains and losses recorded either in comprehensive income or in the results of operations, depending on the purpose for which the derivative is held.

26



        Changes in fair value of a derivative that is designated and qualifies as a fair value hedge, along with the gain or loss on the hedged asset or liability that is attributable to the hedged risk, are recorded as other fee income in the results of operations. To the extent of the effectiveness of a hedge, changes in the fair value of a derivative that is designated and qualifies as a cash flow hedge are recorded in other comprehensive income. For all hedge relationships, ineffectiveness resulting from differences between the change in fair value or cash flows of the hedged item and changes in fair value or the derivative are recognized as other fee income in the results of operations. The net interest settlement on derivatives designated as fair value or cash flow hedges is treated as an adjustment to the interest income or interest expense of the hedged assets or liabilities.

        At the inception of a hedge transaction, the Bank formally documents the hedge relationship and the risk management objective and strategy for undertaking the hedge. This process includes identification of the hedging instrument, hedged item, risk being hedged and the methodology for measuring ineffectiveness. In addition, the Bank assesses, both at the inception of the hedge and on an ongoing quarterly basis, whether the derivative used in the hedging transaction has been highly effective in offsetting changes in fair value or cash flows of the hedged item, and whether the derivative is expected to continue to be highly effective.

        The Bank discontinues hedge accounting prospectively when either it is determined that that the derivative is no longer highly effective in offsetting changes in the fair value of a hedged item; the derivative expires or is sold, terminated or exercised; the derivative is de-designated because it is unlikely that a forecasted transaction will occur; or management determines that designation of the derivative as a hedging instrument is no longer appropriate.

        The Bank utilizes interest rate floors and caps to protect against short-term fluctuations in interest rates. These are not utilized as fair value hedges or cash flow hedges; therefore, they are not measured for effectiveness. The exposure to the Bank is the cost of the floor or cap, which is marked to market at each reporting period.

        The following methods and assumptions were used by the Bank in estimating fair values of financial instruments as disclosed herein:

        Cash and short-term instruments.    The carrying amounts of cash and short-term instruments approximate their fair value.

        Available-for-sale and held-to-maturity securities.    Fair values for securities, excluding restricted equity securities, are based on quoted market prices. The carrying values of restricted equity securities approximate fair values.

        Loans receivable.    For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values are based on carrying values. Fair values for certain mortgage loans (for example, one-to-four family residential), credit-card loans, and other consumer loans are based on quoted market prices of similar loans adjusted for differences in loan characteristics. Fair values for impaired loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

27



        Deposit liabilities.    The fair values disclosed for demand deposits are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts). The carrying amounts of variable-rate, fixed-term money-market accounts and certificates of deposit approximate their fair values at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using rates currently being offered for similar certificates.

        The fair values of the Bank's debt are estimated using discounted cash flow analyses based on the Bank's current incremental borrowing rates for similar types of borrowing arrangements.

        Accrued interest.    The carrying amounts of accrued interest approximate their fair values.

        Off-balance sheet instruments.    Fair values for off-balance-sheet lending commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties' credit standings.

        The financial statements are prepared in accordance with generally accepted accounting principles which require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

        Material estimates that are particularly susceptible to significant change relate to the determination of the reserve for loan losses. The estimation process includes management's judgment as to inherent losses on existing loans based on an internal review of the loan portfolio, including an analysis of the borrowers' current financial position, the consideration of current and anticipated economic conditions and the effect on specific borrowers. In determining the collectibility of loans, management also considers the fair value of underlying collateral. Various regulatory agencies, as an integral part of their examination process, review the Bank's allowance for loan losses. Such agencies may require the Bank to recognize additions to the allowance based on their judgments about information available to them at the time of the examination. Because of these factors, it is possible that the allowance for loan losses could change materially.

        Certain 2003 amounts have been reclassified to conform with 2002 classifications.

        The Bank expenses the cost of marketing as incurred. Marketing expenses totaled $82,095 and $111,711 for the years ended September 30, 2003 and 2002, respectively.

        The Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" in fiscal year 1999. SFAS No. 131 established standards for the way that public businesses report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports to shareholders. It also establishes standards for related disclosures about products and services,

28


geographic areas and major customers. The Company adopted SFAS No. 131 without any impact on its consolidated financial statements.

        Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on securities available for sale, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income. Currently the Company's only component of Comprehensive Income (Loss) is its unrealized gains (losses) on securities available for sale.

        Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

2. Cash and Cash Equivalents

        Cash and cash equivalents are as follows:

 
  At September 30,
 
  2003
  2002
Cash and due from banks   $ 1,683,334   $ 3,843,983
Interest bearing deposits     970,306     17,286,646
   
 
    $ 2,653,640   $ 21,130,629
   
 

29


3. Investments and Mortgage-Backed Securities

        Securities Available-for-Sale—The amortized cost, gross unrealized gains, gross unrealized losses and fair values of securities available for sale consisted of the following:

 
  At September 30, 2003
 
  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair
Value

Bonds and notes:                        
  US government and agency securities   $ 11,798,879   $     $ 20,340   $ 11,778,539
  Corporate bonds     22,086,746     7,021     946,501     21,147,266
   
 
 
 
    Total bonds and notes     33,885,625     7,021     966,841     32,925,805
   
 
 
 
Equity securities:                        
  Mutual funds     982,212         113,335     868,877
  Preferred stock     106,309,766     612,582     1,814,418     105,107,930
  Stock in Federal Home Loan Bank     2,750,000             2,750,000
  Other     71,085     127,865         198,950
   
 
 
 
    Total equity securities     110,113,063     740,447     1,927,753     108,925,757
   
 
 
 
Total investments   $ 143,998,688   $ 747,468   $ 2,894,594   $ 141,851,562
   
 
 
 
Mortgage-backed securities:                        
  Government guaranteed   $ 19,117,095   $ 1,043,337   $ 1,251,751   $ 18,908,681
   
 
 
 
Total mortgage-backed securities   $ 19,117,095   $ 1,043,337   $ 1,251,751   $ 18,908,681
   
 
 
 

 


 

At September 30, 2002

 
  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair
Value

Bonds and notes:                        
  US government and agency securities   $ 1,518,968   $ 11,032   $   $ 1,530,000
  Corporate bonds     16,337,243     913,041     25,613     17,224,671
   
 
 
 
    Total bonds and notes     17,856,211     924,073     25,613     18,754,671
   
 
 
 
Equity securities:                        
  Mutual funds     982,212         103,326     878,886
  Preferred stock     39,588,361     360,687     495,170     39,453,878
  Stock in Federal Home Loan Bank     3,000,000             3,000,000
  Other     71,085     51,326         122,411
   
 
 
 
    Total equity securities     43,641,658     412,013     598,496     43,455,175
   
 
 
 
Total investments   $ 61,497,869   $ 1,336,086   $ 624,109   $ 62,209,846
   
 
 
 
Mortgage-backed securities:                        
  Government guaranteed   $ 61,622,723   $ 909,251   $ 1,297,347   $ 61,234,627
  Private issues     3,393,000             3,393,000
   
 
 
 
Total mortgage-backed securities   $ 65,015,723   $ 909,251   $ 1,297,347   $ 64,627,627
   
 
 
 

30


        Securities Held to Maturity—The amortized cost, gross unrealized gains, gross unrealized losses and fair value of securities held to maturity consisted of the following:

 
  At September 30, 2003
 
  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair
Value

Equity securities:                        
  Other   $ 50,000   $   $   $ 50,000
   
 
 
 
Mortgage-backed securities:                        
  Government guaranteed     1,355,226     13,375     277     1,368,324
   
 
 
 
    $ 1,405,226   $ 13,375   $ 277   $ 1,418,324
   
 
 
 

 


 

At September 30, 2002

 
  Amortized
Cost

  Gross
Unrealized
Gains

  Gross
Unrealized
Losses

  Fair
Value

Equity securities:                        
  Other   $ 50,000   $   $   $ 50,000
   
 
 
 
Mortgage-backed securities:                        
  Government guaranteed     2,835,439     44,499         2,879,938
   
 
 
 
    $ 2,885,439   $ 44,499   $   $ 2,929,938
   
 
 
 

        The market value of municipal securities and other securities is not readily determinable, but approximates cost.

        At September 30, 2003, investments with a book value of approximately $1,121,000 were pledged as collateral for various deposits, and investments with a book value of $13,264,020 were pledged as collateral on Federal Home Loan Bank advances. At September 30, 2002, investments with a book value of approximately $8,879,000 were pledged as collateral on various deposits, and investments with a book value of $35,473,475 were pledged as collateral on Federal Home Loan Bank advances.

        Gross realized gains and gross realized losses on sales of available-for-sale securities were $2,544,934 and $79,595, respectively for the year ended September 30, 2003. For the year ended September 30, 2002, gross realized gains were $1,743,006 and realized losses were $4,176.

31



        Mortgage-backed securities are deemed to be due in the final year of maturity. The scheduled maturities of securities were as follows:

 
  At September 30, 2003
 
  Held-to-Maturity Securities
  Available-for-Sale Securities
 
  Amortized
Cost

  Fair
Value

  Amortized
Cost

  Fair
Value

Due in one year or less   $   $   $ 10,778,384   $ 10,778,383
Due from one to five years             6,239,225     5,925,745
Due from five to ten years             487,699     480,391
Due after ten years     1,355,226     1,368,324     35,497,412     34,649,967
   
 
 
 
    $ 1,355,226   $ 1,368,324   $ 53,002,720   $ 51,834,486
   
 
 
 

 


 

At September 30, 2002

 
  Held-to-Maturity Securities
  Available-for-Sale Securities
 
  Amortized
Cost

  Fair
Value

  Amortized
Cost

  Fair
Value

Due in one year or less   $   $   $   $
Due from one to five years             10,906,615     10,881,002
Due from five to ten years                
Due after ten years     2,835,439     2,879,938     71,965,319     72,501,296
   
 
 
 
    $ 2,835,439   $ 2,879,938   $ 82,871,934   $ 83,382,298
   
 
 
 

        The Bank has adopted Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities (FASB 115). Under the Statement, debt securities that the Bank has the positive intent and ability to hold to maturity are classified as "held-to-maturity" securities and reported at amortized cost. Debt and equity securities that are bought and held principally for the purpose of selling in the near term are classified as "trading" securities and reported at fair value, with unrealized gains and losses included in earnings. Debt and equity securities that are not classified as either held-to-maturity or trading securities are classified as "available-for-sale" securities and reported at fair value with unrealized gains and losses excluded from earnings and reported as a separate component of retained earnings.

        Investment in stock of the Federal Home Loan Bank of Atlanta is required by law of every Federally-insured savings institution. No ready market exists for this stock and it has no quoted market value. However, redemption of this stock has historically been at par value.

        The Bank, as a member of the Federal Home Loan Bank of Atlanta, is required to acquire and hold shares of capital stock in the Federal Home Loan Bank of Atlanta in an amount equal to the greater of (i) 1.0% of the aggregate outstanding principal amount of residential mortgage loans, home purchase contracts and similar obligations at the beginning of each year, or (ii) 1/20th of its advances (borrowings) from the Federal Home Loan Bank of Atlanta. The Bank is in compliance with this requirement with an investment in Federal Home Loan Bank of Atlanta stock of $2,750,000 at September 30, 2003.

32


4. Loans Receivable

        Loans receivable consisted of the following:

 
  At September 30,
 
  2003
  2002
Commercial real estate   $ 10,966,123   $ 11,317,431
Commercial-other     8,719,151     8,475,251
Real estate construction     811,000     3,493,438
Residential mortgage—1-4 family     25,192,999     23,235,465
Second mortgage loans, home equity loans and lines of credit     5,671,360     5,134,424
Multi-family     812,001     879,028
Consumer loans     7,064,593     10,345,765
   
 
      59,237,227     62,880,802
   
 
Less:            
Allowance for losses     400,892     424,322
Loans in process     464,996     745,270
Deferred loan origination fees, net     283     5,514
   
 
      866,171     1,175,106
   
 
Loans receivable, net   $ 58,371,056   $ 61,705,696
   
 

        The Bank's loan portfolio consists principally of adjustable rate residential first mortgage loans to individuals and to builders of single family homes in South Carolina, primarily in Newberry County.

        Loans receivable at September 30, 2003 and 2002 included $151,200 and $277,000 of loans held for sale, respectively.

        Mortgage loans include $472,048 and $583,000 representing participating interests in loans originated and serviced by other financial institutions as of September 30, 2003 and 2002, respectively.

        Non-accrual loans are as follows:

 
  At September 30,
 
  2003
  2002
Non-accrual loans   $ 549,573   $ 770,880
   
 
Interest income which would have been recognized under original terms   $ 30,455   $ 70,813
Interest income recognized     17,660     56,458
   
 
Interest income not recognized   $ 12,795   $ 14,355
   
 

        Mortgage loans at September 30, 2003 and 2002 are net of participations and whole loans sold and serviced for others in the amounts of $958,335 and $1,805,349, respectively. Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow accounts and disbursing payments to investors. Loan servicing income is recorded on the accrual basis and includes servicing fees from investors and certain charges collected from borrowers, such as late payment fees. Custodial

33



escrow balances maintained in connection with loans serviced for others were $5,574 and $17,032 at September 30, 2003 and 2002, respectively.

        Changes in the allowance for losses are summarized as follows:

 
  Year Ended
September 30,
2003

  Year Ended
September 30,
2002

 
Beginning balance   $ 424,322   $ 634,518  
Provision for losses     195,000      
Charge-offs     (251,880 )   (235,103 )
Recoveries     33,450     24,907  
   
 
 
Ending balance   $ 400,892   $ 424,322  
   
 
 

        Restructured loans totaled approximately $173,082 and $364,134 at September 30, 2003 and 2002, respectively.

        The Bank is not committed to lend additional funds to debtors whose loans have been modified.

        Loan activity for loans to executive officers and directors was as follows:

 
  Year Ended
September 30,
2003

  Year Ended
September 30,
2002

 
Balance, beginning of period   $ 426,106   $ 547,707  
New loans     52,296     18,401  
Repayments (net of advances)     (25,571 )   (140,002 )
   
 
 
Balance, end of period   $ 452,831   $ 426,106  
   
 
 

5. Premises, Furniture, and Equipment

        Premises, furniture and equipment are summarized as follows:

 
  At September 30,
 
  2003
  2002
Land   $ 859,231   $ 1,275,748
Buildings and improvements     2,717,172     2,717,172
Furniture and equipment     1,585,072     1,468,810
   
 
      5,161,475     5,461,730
Less accumulated depreciation     1,982,047     1,675,725
   
 
Premises, furniture and equipment, net   $ 3,179,428   $ 3,786,005
   
 

        Depreciation expense for the years ended September 30, 2003 and 2002 was $306,321 and $312,661, respectively.

34



6. Deposit Accounts

        The following is a comparative summary of deposits and interest rates by type:

 
  At September 30,
 
 
  2003
  2002
 
NOW and money market:              
  0.00% to 1.00%   $ 33,592,634   $ 31,330,549  
   
 
 
Savings: 0.25% to 0.75%     18,978,211     17,592,590  
   
 
 
Certificates of deposit:              
  0.00% to 2.00%     61,427,725     12,459,560  
  2.01% to 4.00%     26,186,690     79,198,855  
  4.01% to 5.00%     2,528,348     5,828,005  
  5.01% to 6.00%     582,107     1,531,593  
  6.01% to 7.00%     21,078     1,207,633  
  7.01% to 8.00%     112,263     141,437  
   
 
 
Total certificates of deposit     90,858,211     100,367,083  
   
 
 
Total deposit accounts   $ 143,429,056   $ 149,290,222  
   
 
 
Weighted average interest rate of NOW and money market accounts     0.36 %   0.85 %
   
 
 

        The aggregate amount of short-term CD's with a minimum denomination of $100,000 was approximately $31.8 million and $34.6 million at September 30, 2003 and 2002, respectively. Non-interest bearing deposits were not material at September 30, 2003 and 2002. Deposits in excess of $100,000 are not insured. The Bank did not have any brokered deposits.

        The scheduled maturities of certificates of deposit at September 30, 2003 are as follows:

2004   $ 78,600,621
2005     8,652,126
2006     2,258,911
2007     883,403
2008     454,352
Thereafter     8,798
   
Total certificates of deposit   $ 90,858,211
   

7. Federal Home Loan Bank Advances

        The Bank has an agreement for advances and security agreement with blanket floating lien with the Federal Home Loan Bank (FHLB). Advances are collateralized by the Bank's investment in stock in the FHLB, certain wholly owned first mortgage loans on 1-4 family dwelling that have not been delinquent 30 days or more during the most recent twelve month period, and certain investments. Loans of $34,803,000 and investments with a book value of $58,533,958 collateralized the advances at

35



September 30, 2003. At September 30, 2002, loans of $24,837,647 and investments of $35,473,475 collateralized these advances.

        Advances from the FHLB consisted of the following:

 
  At September 30,
 
 
  2003
  2002
 
Contractual Maturity              
Within one year-adjustable rate   $ 20,000,000   $  
2008-fixed rate     10,000,000     10,000,000  
2010-fixed rate     25,000,000     25,000,000  
   
 
 
    $ 55,000,000   $ 35,000,000  
   
 
 
Weighted average rate     4.10 %   5.73 %
   
 
 

8. Other Borrowings

        Federal funds and other borrowings generally mature within one to four days of the transaction date. No securities have been pledged to collateralize other borrowings since September 15, 1998.

        Information concerning federal funds and other borrowings is summarized as follows:

 
  Year Ended September 30,
 
 
  2003
  2002
 
Average balance during the period   $ 1,034,658   $ 952,184  
Average interest rate during the period     4.84 %   1.97 %
Average interest rate at end of period          
Maximum month end balances   $ 24,520,000   $ 19,335,000  

        At September 30, 2003, the Company had a $12.5 million unsecured credit facility with a third party financial institution. At September 30, 2003, there was no outstanding balance under this credit facility.

9. Income Taxes

        The Company and subsidiaries file consolidated federal income tax returns on a fiscal year basis.

        Income tax expense is summarized as follows:

 
  Year Ended September 30,
 
  2003
  2002
Current   $ 635,296   $ 560,666
Deferred     (356,470 )   130,298
   
 
    $ 278,826   $ 690,964
   
 

36


        Income taxes differed from amounts computed by applying the statutory federal rate (34%) to income before income taxes as follows:

 
  Year Ended September 30,
 
 
  2003
  2002
 
Tax at federal income tax rate   $ 1,244,317   $ 1,072,268  
Increase (decrease) resulting from:              
  Effect of nontaxable dividends     (809,850 )   (462,297 )
  Non-cash contributions     (264,384 )    
  State income tax expense, net of federal tax benefit     36,752     48,146  
  Other, net     71,991     32,847  
   
 
 
Total   $ 278,826   $ 690,964  
   
 
 
Effective tax rate     7.62 %   21.9 %
   
 
 

        The tax effects of significant items comprising the Company's net deferred tax asset as of September 30 are as follows:

 
  2003
  2002
 
Deferred tax assets:              
  Differences between book and tax basis of bad debt reserves   $ 118,479   $ 147,839  
  Differences between book and tax basis of investments     500,210     599,258  
  Nondeductible contributions     435,934      
  Deferred compensation for Directors     76,000     76,000  
  Supplemental executive retirement plan     39,088      
  Stock incentive compensation plan     103,468     104,822  
  Other     55,016     13,285  
   
 
 
Total deferred tax assets     1,328,195     941,204  
  Valuation allowance          
   
 
 
  Net deferred tax assets     1,328,195     941,204  
   
 
 
Deferred tax liabilities:              
  Differences between book and tax basis of Federal Home Loan Bank stock     (112,692 )   (112,692 )
  Deferred gain on sale of branch real estate     (70,683 )   (70,683 )
  Differences between book and tax basis of property     (208,198 )   (177,677 )
   
 
 
Total deferred tax liabilities     (391,573 )   (361,052 )
   
 
 
Net deferred tax asset   $ 936,622   $ 580,152  
   
 
 

        During the years ended September 30, 2003 and 2002, income taxes (benefits) of $(1,015,552) and $83,756, respectively, were allocated to the change in retained earnings for the tax effects of unrealized gains and losses on assets available for sale.

37



        The special bad debt deduction was based on either specified experience formulas or a specified percentage of taxable income. The deduction was subject to certain limitations based on the aggregate loans, savings account balances, and retained earnings at year end. Gains and losses on sales of repossessed property and provisions for losses on loans and foreclosed real estate were generally adjustments to the tax bad debt reserve and not includable in the computation of taxable income before this deduction. No deferred tax liability is provided for $4.8 million tax basis bad debt reserves that arose prior to the Bank's 1988 fiscal year.

10. Commitments

        In the normal course of business, the Bank enters into financial instrument transactions to satisfy the financial needs of its customers and to manage its own exposure to credit and market risks. Many of these financial instruments typically have off-balance sheet risk resulting from their nature including the terms of settlement. These instruments may be categorized as commitments.

        Market risk arises from the possibility that market changes, including interest rate movements, may make financial instruments less valuable. Credit risk results from the possibility that a loss may occur from the failure of another party to perform according to the terms of the contract. The Bank has control procedures regarding the extent of the Bank transactions with specific counter-parties, the manner in which transactions are settled and the ongoing assessment of counter-party creditworthiness.

        The contract or notional (face) amounts disclosed below and at Notes 1 and 12 provide a measure of the Bank's involvement in such instruments but are not indicative of potential loss. Management does not anticipate any material adverse effect on the Bank's financial position resulting from its involvement in these instruments.

        Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Commitments to extend credit at fixed rates exposes the Bank to some degree of interest rate risk. The Bank evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation of the counter-party. Collateral held varies, but may include real property, equipment and income-producing commercial properties.

        Most of the Bank's business activity is with customers in South Carolina. As of September 30, 2003 and 2002, the Bank had no significant concentrations of credit risk in its loan portfolio.

        The Bank had commitments outstanding to originate loans (excluding undisbursed portion of loans in process) as follows:

 
  September 30,
2003

  September 30,
2002

Variable rate   $ 893,000   $ 198,000
Fixed rate (at 2.81%)     508,250     100,600

        Lines of credit extended to borrowers amounted to approximately $21,609,098, of which $9,616,406 was undisbursed at September 30, 2003.

38


11. Regulatory Capital Requirements

        The Office of Thrift Supervision capital regulations require savings institutions to meet three minimum capital standards: a 1.5% tangible capital ratio, a 3% leverage ratio and an 8% risk-based capital ratio. Effective April 1, 1999, however, the minimum leverage ratio increased to 4% for all institutions except those with the highest rating on the CAMELS financial institution rating system. In addition, the prompt corrective action standards discussed below also establish, in effect, a minimum 2% tangible capital standard, a 4% leverage ratio (3% for institutions receiving the highest rating on the CAMELS financial institution rating system) and, together with the risk-based capital standard itself, a 4% Tier 1 risk-based capital standard. The Office of Thrift Supervision regulations also require that, in meeting the tangible, leverage and risk-based capital standards, institutions must generally deduct investments in and loans to subsidiaries engaged in activities that are not permissible for a national bank.

        The risk-based capital standard requires an institution to maintain Tier 1 or core capital to risk-weighted assets of at least 4% and total capital to risk-weighted assets of at least 8%. Total capital is defined as core capital and supplementary capital. In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet assets, are multiplied by a risk-weight factor of 0% to 100%, assigned by the Office of Thrift Supervision capital regulation based on the risks believed inherent in the type of asset. Core or Tier 1 capital is defined as common stockholders' equity and retained earnings, certain noncumulative perpetual preferred stock and related surplus, and minority interests in equity accounts of consolidated subsidiaries, less intangible other than certain mortgage servicing rights and credit card relationships. The components of supplementary capital include cumulative preferred stock, long-term perpetual preferred stock, mandatory convertible securities, subordinated debt and intermediate preferred stock, and the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets. Overall, the amount of supplementary capital included as part of total capital cannot exceed 100% of core capital.

        The capital regulations also incorporate an interest rate risk component. Savings institutions with "above normal" interest rate risk exposure are subject to a deduction from total capital for purposes of calculating their risk-based capital requirements. Presently, the Office of Thrift Supervision has deferred implementation of the interest rate risk component.

        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.

        As of July 22, 2002, the most recent notification from the Office of Thrift Supervision 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, core and tangible 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.

        The Bank may not declare or pay cash dividends on, or repurchase any of, its shares of common stock, if the effect would cause stockholders' equity to be reduced below applicable regulatory capital

39



requirements or the liquidation account established by the Bank in connection with the Conversion, or if such declaration and payment would otherwise violate regulatory requirements.

        The Bank's actual capital amounts and ratios are presented in the following table:

 
  Actual
  Minimum For Capital
Adequacy Purposes

  To Be Well Capitalized For Prompt Corrective Action Provisions
 
  Ratio
  Amount
  Ratio
  Amount
  Ratio
  Amount
 
  (dollars in thousands)

September 30, 2003                              
Newberry Federal Savings Bank                              
  Tangible capital   13.68 % $ 32,398   2.00 % $ 4,738   N/A     N/A
  Core capital   13.68 % $ 32,398   4.00 % $ 9,476   5.00 % $ 11,845
  Risk-based capital   18.76 % $ 32,679   8.00 % $ 13,815   10.00 % $ 17,269

September 30, 2002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Newberry Federal Savings Bank                              
  Tangible capital   14.76 % $ 32,251   2.00 % $ 4,369   N/A     N/A
  Core capital   14.76 % $ 32,251   4.00 % $ 8,738   5.00 % $ 10,923
  Risk-based capital   28.44 % $ 32,658   8.00 % $ 9,072   10.00 % $ 11,341

        A reconciliation of capital under generally accepted accounting principles (GAAP) to tangible, core and risk-based capital is as follows:

 
  At September 30,
 
 
  2003
  2002
 
 
  (in thousands)

 
GAAP capital   $ 30,965   $ 32,868  
Investment in subsidiary     (34 )   (424 )
Unrealized losses (gains) on available-for-sale securities     1,467     (193 )
   
 
 
Core and tangible capital     32,398     32,251  
Unrealized losses (gains) on available-for-sale securities         103  
Allowance for loan and lease losses     401     424  
Equity investments     (120 )   (120 )
   
 
 
Risk-based capital   $ 32,679   $ 32,658  
   
 
 

40


12. Fair Value of Financial Instruments

        The following tables set forth the fair value of the Company's financial and nonfinancial instruments (in thousands):

 
  At September 30,
 
  2003
  2002
 
  Carrying
Value

  Fair
Value

  Carrying
Value

  Fair
Value

Financial instruments:                        
  Assets:                        
  Cash and cash equivalents   $ 2,654   $ 2,654   $ 21,131   $ 21,131
  Investments and mortgage-backed securities     162,165     162,178     129,723     129,767
  Loans receivable     58,371     58,414     61,706     62,060
  Accrued interest receivable     1,037     1,037     860     860
  Liabilities:                        
  Deposit accounts:                        
    Demand deposits and passbook accounts     52,571     52,571     48,924     48,924
    Certificates of deposit     90,858     91,646     100,367     100,735
  FHLB advances     55,000     59,600     35,000     35,000
  Other borrowings     2,613     2,613        
  Advances from borrowers for taxes and insurance     62     62     59     59

        Commitments to extend credit.    The fair values of these instruments are immaterial because their underlying interest rates approximate market.

        The fair value of cash and cash equivalents approximates the carrying value. The fair values of loans receivable are based on current market prices for securities backed by similar loans. The fair values of investments and mortgage-backed securities are based on quoted market prices, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.

        The fair value of demand deposits and savings accounts approximates the carrying value. The fair value of certificates of deposit is estimated using the rates currently offered for deposits of similar remaining terms. The fair value of Federal Home Loan Bank advances and federal funds purchased is estimated based on current rate for advances with similar terms.

        The fair value of loan commitments is estimated based on current levels of interest rates versus the committed interest rates.

        Management uses its best judgment in estimating the fair value of non-traded financial instruments, but there are inherent limitations in any estimation technique. For example, liquid markets do not exist for many categories of loans held by the Company. By definition, the function as a financial intermediary is, in large part, to provide liquidity where organized markets do not exist. Therefore, the fair value estimates presented herein are not necessarily indicative of the amounts which the Company could realize in a current transaction.

        The information presented is based on pertinent information available to management as of September 30, 2003. Although management is not aware of any factors, other than changes in interest

41



rates, that would significantly affect the estimated fair values, the current estimated fair value of these instruments may have changed significantly since then.

13. Employee Benefit Plans

Pension Plan

        During the year ended September 30, 2000, the Company transferred the assets and liabilities of its defined benefit pension plan to a multiple-employer defined benefit pension plan covering substantially all employees. Separate actuarial valuations are currently not available for each participating employer, nor are plan assets segregated. Pension expense was $138,702 and $213,027 for the years ended September 30, 2003, and 2002, respectively.

Stock-Based Compensation Plan

        The Board of Directors adopted and the shareholders subsequently approved the DutchFork Bancshares, Inc. 2001 Stock-Based Incentive Plan ("SBIP"). The purpose of the SBIP is to attract and retain qualified personnel in key positions, provide officers, employees and non-employee directors of the Company and the Bank with a proprietary interest in the Company as an incentive to contribute to the success of the Company, promote the attention of management to other stockholders' concerns, and reward employees for outstanding performance.

        The SBIP authorizes the granting of options to purchase common stock of the Company and awards of restricted shares of common stock. Subject to certain adjustments to prevent dilution of awards to participants, the total number of shares of common stock reserved for option grants and restricted stock awards under the SBIP is 218,477 shares, of which 156,055 shares are reserved for options and 62,422 shares are reserved for restricted stock awards. All employees and non-employee directors of the Company and its affiliates are eligible to receive awards under the SBIP. The SBIP is administered by a committee consisting of members of the Board of Directors who are not employees of the Company or its affiliates.

        On February 20, 2001, the Company granted incentive options for 60,830 shares at $16.4375 per share, non-statutory options for 48,410 shares at an exercise price of $16.4375 per share and awarded the 43,696 shares reserved for restricted stock awards.

        The options will enable the recipient to purchase stock at the exercise price above. The options vest over five years following the date of grant and are exercisable for up to 10 years. During the year ended September 30, 2002, options for 7,803 shares were exercised by the estate of a deceased director. No options were exercised during the year ended September 30, 2003.

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        Stock option transactions for the years ended September 30, 2003 and 2003 are summarized as follows:

 
  Shares
  Weighted
Average
Exercise Price

Outstanding, October 1, 2001   109,240   $ 16.4375
  Granted      
  Exercised   (7,803 )   16.4375
   
     
Outstanding, October 1, 2002   101,437     16.4375
  Granted      
  Exercised      
   
     
Outstanding, September 30, 2003   101,437   $ 16.4375
   
 
Exercisable at September 30, 2003   101,437   $ 16.4375
   
 

        The restricted stock awards do not require any payment by the recipient and vest over five years following the date of the award. The Company funded the restricted stock awards with Treasury Stock. Amortization of the awards resulted in a charge to compensation and benefit expense of $140,438 and $240,412 for the year ended September 30, 2003 and 2002, respectively.

        On February 20, 2002, 11,235 shares of the restricted stock awards were issued with a value of $184,675 at the grant date and on February 20, 2003, 8,114 shares were issued with a value of $133,374 at the grant date.

        The Company adopted SFAS No. 123, Accounting for Stock-Based Compensation, which permits entities to recognize, as expense over the vesting period, the fair value of all stock-based awards on the date of grant. Alternatively, SFAS No. 123 allows entities to disclose pro forma net income and income per share as if the fair value-based method defined in SFAS No. 123 has been applied, while continuing to apply the provisions of Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, under which compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price.

        As permitted under SFAS No. 123, Accounting for Stock-Based Compensation, the Company has elected to apply the recognition provisions of Accounting Principles Board No. 25, under which compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. Accordingly, adoption of SFAS No. 123 will have no impact on the Company's consolidated financial position or results of operations.

        The following summarizes pro-forma data in accordance with SFAS 123:

 
  Year Ended September 30,
 
  2003
  2002
Net income, pro-forma   $ 3,022,655   $ 2,104,490
Basic earnings/loss per common share, pro-forma   $ 2.95   $ 1.86
Diluted earnings/loss per common share, pro-forma   $ 2.79   $ 1.79

43


        The assumptions used in estimating compensation cost on a pro-forma basis were: dividend yield of 0%, expected life of six years, volatility of near 15% and risk-free interest rate of 6%.

401(k) Plan

        The Bank also maintains an Employee Savings Plan for all employees, qualified under Section 401(k) of the Internal Revenue Code. The Bank matches 100% of the first 5% of earned compensation consisting of regular wages and overtime payments. The Bank's contributions to the 401(k) plan were $71,561 and $67,218 for the years ended September 30, 2003 and 2002, respectively.

Other

        The Company has entered into employment agreements with certain executives. The employment agreements were effective in connection with the completion of the Bank's conversion to stock form and continue for a three-year term initially, and are renewable annually. The agreements provide for a base salary (to be reviewed annually) and certain other fringe benefits.

        Under the employment agreements, if voluntary or involuntary termination follows a change in control of the Bank or DutchFork Bancshares, Inc., the executives or, if they die, their beneficiaries, would be entitled to a severance payment equal three times the average of the five preceding taxable years' annual compensation. If a change in control occurred, the total amount of payments due under the agreements, based on the executives' 2002 cash compensation and without regard to future base salary adjustments or bonuses and excluding any benefits under any employee benefit plan which may be payable, would be approximately $1.7 million.

        In 2001, the Company adopted a Director Deferred Compensation Plan. The Plan permits directors to defer all or a portion of the compensation otherwise payable to the director. Such deferrals are invested in the Company's common stock.

        In addition, any director who was eligible to receive a benefit under the Company's prior policy for retired directors is eligible to waive participation in such arrangement and receive a credit to their stock unit account equal to the Company's accrued benefit obligation with respect to such benefit as of March 31, 2001. All non-retired directors agreed to waive participation in the prior plan, and the amount of $240,000 was transferred to the Plan from the accrued benefit obligation.

14. Interest Rate Risk

        The Bank maintains a program of asset and liability management designed to minimize the Bank's vulnerability to material and prolonged changes in interest rates. An interest-earning asset or interest-bearing liability is deemed to be interest-rate sensitive within a specific time period if it is estimated to mature or reprice within that time period. If interest-earning assets which are estimated to mature or reprice within a particular time period are less than the amount of interest-bearing liabilities with comparable maturity or repricing characteristics, a negative difference or "negative-gap" occurs, and in general, increases in interest rates would adversely affect net interest income over such period and decreases in interest rates would have the opposite effect.

        Similarly, if interest-earning assets which are estimated to mature or reprice within a particular time period exceed the amount of interest-bearing liabilities with comparable maturity or repricing

44



characteristics, a positive difference or "positive gap" is present and, in general, increases in interest rates would positively affect net interest income over such period and decreases in interest rates would have the opposite effect.

        Interest-Rate Exchange Agreements.    The Bank enters into interest-rate swap transactions in managing its interest-rate exposure. Interest-rate swap transactions generally involve the exchange of fixed- and floating-rate interest-payment obligations without the exchange of the underlying principal amounts.

        Entering into interest-rate swap agreements involves not only the risk of dealing with counterparties and their ability to meet the terms of the contracts but also the interest-rate risk associated with unmatched positions. Notional principal amounts often are used to express the volume of these transactions, but the amounts potentially subject to credit risk are much smaller. The costs of floors and caps is changed to expense over the term of the contract. In addition, any gain or loss on the value of the contract is recognized in earnings currently.

        At September 30, 2003, the Bank had entered into an interest rate floor agreement with a notional amount of $25 million with an interest rate floor on the 1-month LIBOR of 2.50% expiring on October 9, 2003 to protect the rate paid on certain borrowings from the Federal Home Loan Bank. In addition, the Bank has entered into interest rate cap agreements to protect assets and liabilities from the negative effects in the event of an increasing rate environment. The total notional amount of all the interest rate cap agreements is $110 million. The agreements provide for a payment to the Bank to pay the difference between the cap rate of interest and the market rate of interest. The agreements are summarized as follows:

Expiration Date

  Notional Amount
  Cap Rate
  Index
March 18, 2005   $ 25 million   7.00 % 1-month LIBOR
November 15, 2004   $ 40 million   3.50 % 1-month LIBOR
November 15, 2004   $ 20 million   3.00 % 1-month LIBOR
March 18, 2005   $ 25 million   7.00 % 1-month LIBOR

        Payments received under the agreements are treated as an adjustment of interest income or expense. The Bank's exposure to credit risk is limited to the ability of the counterparty to make potential future payments to the Bank that are required pursuant to the agreements. The Bank's exposure to market risk of loss is limited to the market value of the floors and caps. At September 30, 2003 and 2002, the market value of the floors and cap related to the interest rate agreements amounted to $96,000 and $286,000, respectively. The Bank received payments under these agreements of $282,282 and $129,294 in the years ended September 30, 2003 and 2002, respectively. Expense related to these agreements was $522,168 and $381,122 for the years ended September 30, 2003 and 2002, respectively. Any gain or loss on the value of these contracts is recognized in earnings on a current basis.

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15. Stockholders' Equity and Dividend Restrictions

        The ability of the Company to pay dividends depends primarily on the ability of the Bank to pay dividends to the Company. The Bank is subject to various capital requirements administered by the federal banking agencies.

16. Conversion From Mutual to Stock

        On January 18, 2000, the Board of Directors of the Bank adopted a Plan of Conversion to convert from a federally-chartered mutual savings bank to a federally-chartered stock savings bank. The conversion was accomplished through the amendment of the Bank's charter to stock form, the formation of the Company, which acquired 100% of the Bank's outstanding common stock upon the conversion of the Bank from mutual to stock form, and the sale of the Company's common stock in an amount equal to the pro forma market value of the Bank after giving effect to the conversion. A subscription offering of the shares of common stock was offered initially to the Bank's eligible deposit account holders, then to other members of the Bank.

        The conversion was completed on July 5, 2000 with the issuance of 1,560,550 shares at $10.00 per share. Expenses of the conversion and offering totaled $1,038,411, which was charged against additional paid-in capital.

17. Liquidation Account

        In conjunction with the Bank's conversion to stock form on July 5, 2000, the Bank established, as required by Office of Thrift Supervision regulations, a liquidation account and will maintain this account for the benefit of the remaining eligible account holders as defined under the Bank's plan of conversion. The initial balance of this liquidation account was equal to the Bank's net worth defined by Office of Thrift Supervision regulations as of the date of the latest statement of financial condition contained in the final prospectus. In the event of a complete liquidation of the Bank (and only in such event) each eligible holder shall be entitled to receive a liquidation distribution from this account in the amount of the then current adjusted balance for deposits then held, before any liquidation distribution may be made to the stockholders. The Bank is prohibited from declaring cash dividends or repurchasing its capital stock if it would cause a reduction in the Bank's net worth below either the balance of the liquidation account or the statutory net worth requirements set by the Office of Thrift Supervision.

18. Employee Stock Ownership Plan

        In connection with the conversion from mutual to stock form, the Company established an Employee Stock Ownership Plan ("ESOP") for the benefit of participating employees. Employees are eligible to participate upon attaining age twenty-one and completing one year of service.

        The ESOP borrowed $1,248,440 from the Company to fund the purchase of 124,844 shares of the Company's common stock. The purchase of shares of the ESOP was recorded in the consolidated financial statements through a credit to common stock and additional paid-in capital with a corresponding charge to a contra equity account for the unreleased shares. The loan is secured solely by the common stock and is to be repaid in equal quarterly installments of principal and interest payable through June 30, 2015 at an interest rate of 9.50%. The intercompany ESOP note and related interest were eliminated in consolidation.

46



        The Company makes contributions to the ESOP equal to the ESOP's debt service, less any dividends received by the ESOP. The ESOP shares were initially pledged as collateral for the debt, which is due to the Company. As the debt is repaid, shares are released from the collateral and allocated to active employees, based on the proportion of debt service paid in the year. The Company accounts for its ESOP in accordance with Statement of Position 93-6. As shares are released from collateral, the Company reports compensation expense equal to the current market price of the shares, and the shares become outstanding for earnings-per-share (EPS) computations. ESOP compensation expense was $261,226 and $273,916 for the years ended September 30, 2003 and 2002, respectively. The ESOP shares as of September 30, 2003 were as follows:

Allocated shares     27,040
Unreleased shares     97,804
   
      124,844
   
Fair value of unreleased shares at September 30, 2003   $ 3,569,846
   

19. Net Income Per Share

        Earnings per share is based upon the weighted average number of shares outstanding excluding ESOP shares not released and incentive plan shares not released. The following reconciles the numerator and denominator of the basic and diluted earnings per share computation:

 
  Year Ended September 30,
 
  2003
  2002
Basic EPS computation:            
  Numerator   $ 3,380,930   $ 2,462,765
  Denominator:            
    Weighted average common shares outstanding     1,022,804     1,133,702
   
 
  Basic EPS   $ 3.31   $ 2.17
   
 
Diluted EPS computation:            
  Numerator   $ 3,380,930   $ 2,462,765
  Denominator:            
    Weighted average common shares outstanding     1,022,804     1,133,702
  Dilutive securities:            
    Stock options—treasury stock method     46,244     32,095
    Incentive plan—treasury stock method     12,534     10,857
   
 
      1,081,582     1,176,654
   
 
  Diluted EPS   $ 3.13   $ 2.09
   
 

        The average market prices used in calculating the assumed number of shares issued for the years ended September 30, 2003 and 2002 were $30.21 and $23.30 per share, respectively.

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20. Supplemental Executive Retirement Plan

        The Company has a Supplemental Executive Retirement Plan to provide for supplemental benefits with respect to the employee stock ownership plan benefits otherwise limited by other provisions of the Internal Revenue Code. Specifically, the plan provides benefits to eligible individuals designated by the board of directors of the Company that cannot be provided under the employee stock ownership plan as a result of the limitations imposed by the Internal Revenue Code, but that would have been provided under the employee stock ownership plan but for such limitations. An individual's benefits under the supplemental executive retirement plan will generally become payable at the same time benefits become payable under the employee stock ownership plan.

        In addition to providing for benefits lost under tax-qualified plans as a result of limitations imposed by the Code, the supplemental executive retirement plan also makes-up lost employee stock ownership plan benefits to designated individuals in connection with the participant's retirement or upon a change in control prior to the complete scheduled repayment of the employee stock ownership plan loan. Generally, upon a participant's retirement or a change in control of the Company prior to complete repayment of the employee stock ownership plan loan, this provision provides the covered individual with a benefit equal to what the individual would have received under the employee stock ownership plan and the supplemental executive retirement plan had he remained employed throughout the schedule term of the employee stock ownership plan loan less the benefits actually provided under the employee stock ownership plan on behalf of such individual. An individual's benefits under the supplemental executive retirement plan becomes payable upon the participant's retirement or upon change in control of the Company.

        Expenses under the plan were $26,823 and $62,692 for the years ended September 30, 2003 and 2002, respectively. No amounts have been accrued for the costs of this plan related to a change in control.

21. Bank-Owned Life Insurance

        The Company provides certain fringe benefits to employees, officers and directors that are funded through various single premium life insurance policies. Cash surrender values included in other assets at September 30, 2003 are as follows:

Salary continuation plan   $ 1,313,613
Director retirement plan     1,528,620
Officer supplemental life     1,886,599
Split-dollar executive life     611,384
   
    $ 5,340,216
   

        The plans anticipate that the Company will maintain the insurance throughout the life of each insured person. In the event of a change in control of the Company, certain benefits vest, requiring an adjustment to the liability for the benefit carried on the books of the Company. No amounts have been accrued for the costs related to a change in control for the various plans funded through bank-owned life insurance.

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Salary Continuation Plan

        In October 2002 the company adopted a Salary Continuation Plan. Benefits are payable to two key individuals upon attainment of age 63 in monthly installments of $2,500 each for seventeen years. For the year ended September 30, 2003, the net cash surrender value increases accrued on the policies with a combined single premium of $1,250,000 were $63,613. Expenses accrued for the anticipated benefits were $47,675, based upon an interest rate of 8%.

Director Retirement Plan

        In October 2002, the Company adopted a Director Retirement Plan. Each director is entitled to an annual $18,000 retirement benefit following attainment of age 70 or the end of the 5th full plan year, whichever is later. For the year ended September 30, 2003, the net cash surrender value increases accrued on the policies with a combined single premium of $1,458,000 were $70,620. Expenses accrued for the anticipated benefits were $57,604, based upon an interest rate of 8%.

Officer Supplemental Life

        The Company provides supplemental life insurance to certain officers. No expense is accrued relative to this benefit, as the life insurance covers the anticipated pay-out.

Split-Dollar Insurance

        Policies of $1,650,000 each are maintained on two executives, of which $1,100,000 of the insurance will be available to the estate of the insured executive. The Company will receive the remainder, thereby recovering its investment in the policy.

49



22. DutchFork Bancshares, Inc. Financial Statements (Parent Company Only)

        The following is condensed financial information of DutchFork Bancshares, Inc. (parent company only), the primary asset of which is its investment in the Bank, for the dates indicated.

DutchFork Bancshares, Inc.
Condensed Balance Sheets

 
  September 30,
 
 
  2003
  2002
 
Assets:              
  Cash and short-term investments   $ 768,253   $ 4,094,341  
  Investment in subsidiary     30,994,939     29,257,009  
  Accounts receivable from subsidiary     789,579     78,432  
  Other     5,000     47,887  
   
 
 
    Total assets   $ 32,557,771   $ 33,477,669  
   
 
 
Liabilities and Stockholders' Equity:              
  Capital stock     15,605     15,605  
  Additional paid-in capital     15,022,479     14,785,743  
  Retained earnings     31,446,192     28,065,262  
  Accumulated other comprehensive (loss)     (1,470,979 )   193,388  
  Unearned 2001 Stock-Based Incentive Plan     (809,608 )   (962,070 )
  Treasury stock     (10,543,034 )   (7,468,233 )
  Employee Stock Ownership Plan     (1,102,884 )   (1,152,026 )
   
 
 
    Total stockholders' equity     32,557,771     33,477,669  
   
 
 
    Total liabilities and stockholders' equity   $ 32,557,771   $ 33,477,669  
   
 
 

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DutchFork Bancshares, Inc.
Condensed Statements of Operations

 
  Year Ended September 30,
 
  2003
  2002
Income:            
  Interest   $ 107,734   $ 125,041
  Equity in undistributed earnings of subsidiary     3,501,393     2,549,489
   
 
    Total income     3,609,127     2,674,530
   
 
Expenses:            
  Filing fees   $ 10,025   $ 6,525
  Printing fees     9,873     10,543
  Registrar and transfer fees     6,432     7,750
  Supervisory     6,625    
  Professional fees     161,400     143,048
  Other expense     6,633     5,307
  Income tax     27,209     38,592
   
 
    Total expenses     228,197     211,765
   
 
Net income   $ 3,380,930   $ 2,462,765
   
 

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DutchFork Bancshares, Inc.
Condensed Statements of Cash Flows

 
  September 30,
 
 
  2003
  2002
 
Operating activities:              
  Net income   $ 3,380,930   $ 2,462,765  
  Adjustments to reconcile net income to net cash provided by:              
      Incentive Plan shares issued     177,414      
      (Increase) decrease in investment of subsidiary     (3,402,297 )   3,293,013  
      (Increase) decrease in other assets     (668,260 )   95,749  
      Increase (decrease) in other liabilities         (418,983 )
   
 
 
        Total cash provided by operations     (512,213 )   5,432,544  
   
 
 
Financing activities:              
  Purchase of treasury stock     (3,074,801 )   (3,791,955 )
  Release of ESOP shares     260,926     273,916  
  Exercise of stock options         128,262  
   
 
 
        Total cash provided by financing activities     (2,813,875 )   (3,389,777 )
   
 
 
Net increase in cash and cash equivalents     (3,326,088 )   2,042,767  
Cash and cash equivalents at beginning of year     4,094,341     2,051,574  
   
 
 
Cash and cash equivalents at end of year   $ 768,253   $ 4,094,341  
   
 
 

        During the year ended September 30, 2003 and 2002, the Bank paid dividends of $3,800,000 and $2,200,000, respectively, to DutchFork Bancshares, Inc.

23. Disposition of Land

        During the year ended September 30, 2003, the Company sold to two local not-for-profit organizations land with an appraised value of $1,500,000 at book value of $420,000. The excess of value over cost of $1,080,000 was recognized as income and recorded as a contribution.

24. Recent Accounting Pronouncements

        In June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets. No. 142 requires that goodwill and other intangible assets that have indefinite lives are to no longer be amortized but should be evaluated as least annually for impairment. No. 142 is effective for fiscal years beginning after December 15, 2001. The adoption of this standard did not have an effect on the financial position or operations of the Company.

        In July 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate can be made, and that the associated asset retirement costs be capitalized as part of the carrying amount of the long-lived asset. No. 143 was adopted by the

52



Company for its fiscal year beginning October 1, 2002. The adoption of this standard did not have an effect on the financial position or operations of the Company.

        In August 2001, the FASB issued SFAS No. 144, Accounting for Impairment or Disposition of Long-Lived Assets. SFAS No. 144 requires that one accounting model be used for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired, and by broadening the presentation of discounted operations to include primarily all disposable transactions. It further establishes criteria to determine when a long-lived asset is held for sale and establishes measurement criteria at the asset's or group of assets' lower of unamortized cost or fair value at the date the asset is reclassified as held and used. SFAS No.1 44 was adopted by the Company upon its required effective date, for its fiscal year ended September 30, 2003. The adoption of this standard did not have an effect on the financial position of operations of the Company.

        FASB Technical Bulletin No. 01-1 deferred until 2002 application of the isolation standards of FASB SFAS No. 140 as applied to financial institutions. FASB SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, provides accounting and reporting standards for transfers of financial assets and extinguishments of liabilities based on a financial components approach that focuses on retention or surrender of control of such assets and liabilities. The Statement also requires the reclassification of financial assets pledged as collateral under certain circumstances. FASB SFAS No. 140 was effective for transfer and servicing of financial assets and extinguishment of liabilities occurring after March 31, 2001, and effective for recognition and reclassification of collateral and for disclosures relating to securitization transactions and collateral for fiscal years ending after December 31, 2000. The adoption of FASB SFAS No. 140 in 2001 and the deferral allowed by FASB Technical Bulletin No. 01-1 has not had any material effect on the financial position or operations of the Company.

        FASB SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections, addresses financial accounting and reporting for extinguishment of debt and for certain lease modifications that have economic effects similar to sale-leaseback transactions. This Statement requires that gains and losses from debt extinguishments that are part of an entity's recurring operations not be accounted for as extraordinary items. Furthermore, gains and losses from debt extinguishments that are not part of an entity's recurring operations are required to be evaluated using the criteria in Accounting Principals Board Opinion No. 30, Reporting the Results of Operations—Reporting the Effect of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions to determine whether extraordinary treatment is warranted for those transactions. The provisions of this Statement related to debt extinguishments are required to be applied in fiscal years beginning after May 15, 2002, with early application encouraged. Restatement is required for amounts that previously were classified as extraordinary, but that do not meet the criteria in Opinion No. 30 for extraordinary treatment. The Statement's other provisions were required to be applied either to transactions occurring after Mary 15, 2002 or for financial statements issued on or after May 15, 2002, with early application encouraged. The adoption of SFAS No.145 as of October 1, 2002 did not have an effect on the financial position or operations of the Company.

        FASB SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, addresses financial accounting and reporting for costs associated with exit or disposal activities. This Statement

53



requires that a liability for a cost associated with an exit or disposal activity be recognized at its fair value when the liability is incurred, rather than the previous recognition of a liability at the date that an entity committed to an exit plan. The provisions of this Statement are effective for exit or disposal activities initiated after December 31, 2002, with early application encouraged. The adoption of SFAS No. 146 is not expected to have an effect on the financial position or operations of the Company.

        SFAS No. 147, Acquisitions of Certain Financial Institutions, addresses the financial accounting and reporting for the acquisition of all or part of a financial institution, and provides guidance on accounting for the impairment or disposal of acquired long-term customer-relationship intangible assets. This Statement requires that acquisitions of all or part of a financial institution that meet the definition of a business combination be accounted for by the purchase method in accordance with SFAS No. 141, Business Combinations. Acquisitions that do not qualify as business combinations are to be accounted for in accordance with paragraphs 4-8 of Statement No. 141. This Statement also makes the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, applicable to long-term customer-relationship intangible assets recognized in the acquisition of a financial institution. The provisions of this Statement were generally effective as of October 1, 2002, with earlier application permitted. The adoption of this standard did not have a material effect on the financial position or operations of the Company.

        SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure, amends SFAS No. 123 to provide alternative methods of transition for entities that voluntarily change to the fair value method of accounting for stock-based employee compensation. It also amends the disclosure provisions of that Statement to require prominent disclosure about the effects on reported net income of an entity's accounting policy decisions with respect to stock-based compensation. The provisions of this Statement related to transition provisions and disclosure requirements were effective for financial statements for fiscal years ending after December 15, 2002. Adoption of this Statement as of December 15, 2002 did not have any material effect on the financial position or operations of the Company for the years ended September 30, 2003 and 2002, not is it expected to have any such effects on the Company's future financial position or results of operations.

        SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, amends Statement No. 133 by requiring that contracts with comparable characteristics be accounted for similarly and is effective for contracts entered into or modified after June 30, 2003. The adoption of this standard did not have an effect on the financial position or operations of the Company.

        SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity, establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. This statement is effective for financial instruments entered into or modified after May 31, 2003. This statement is not expected to have a material effect on the financial position or results of operations of the Company.

        The American Institute of Certified Public Accountants ("AICPA") Accouting Standards Executive Committee ("AcSEC") issued Statement of Position ("SOP") 01-6, Accounting for Certain Entities That Lend to or Finance the Activities of Others, that reconciles existing differences in the accounting and financial reporting guidance in the AICPA Audit and Accounting Guides for banks, credit unions and

54



thrifts. The SOP is effective for fiscal years beginning after Decembert 15, 2001. The adoption of this SOP had no material effect on the financial position or operations of the Corporation.

        The FASB issued its Interpretation 45 ("FIN 45"), Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, which addresses a guarantor's measurement and recognition of its liabilities under certain guarantee transactions at inception and provides for new disclosures regarding the nature and extent of such guarantees. The disclosure requirements are effective for interim and annual financial statements ending after December 15, 2002. FIN 45's initial recognition and measurement provisions are effective prospectively; that is, for guarantees issued or modified on or after January 1, 2003. The adoption of the disclosure provisions of this Interpretation as of December 31, 2002 had no material effect on the financial statements of the Company. Furthermore, the adoption of the Interpretation's measurement and recognition provisions as of January 1,m 2003 is not expected to have any material adverse or beneficial effects on the financial position and operations of the Company.

55



DIRECTORS AND OFFICERS

         OFFICERS

DutchFork Bancshares, Inc.

J. Thomas Johnson
Chairman of the Board, President
    and Chief Executive Officer

Steve P. Sligh
Executive Vice President, Treasurer
    and Chief Financial Officer

Robert E. Livingston, III
Corporate Secretary

Newberry Federal Savings Bank

J. Thomas Johnson
Chairman of the Board and Chief
    Executive Officer

Steve P. Sligh
President and Treasurer

Robert E. Livingston, III
Corporate Secretary

DIRECTORS

DutchFork Bancshares, Inc. and
Newberry Federal Savings Bank

J. Thomas Johnson
Chairman of the Board, President and
    Chief Executive Officer of Company,
    Chairman of the Board and Chief
    Executive Officer of the Bank

Steve P. Sligh
Executive Vice President, Treasurer
    and Chief Financial Officer of the    Company, and President and
    Treasurer of the Bank

Robert E. Livingston, III
Ophthalmologist

James E. Wiseman
Retired Dentist

Robert W. Owen
Retired Pharmacist and Business Owner

CORPORATE INFORMATION

         MAIN OFFICE

1735 Wilson Road
Newberry, South Carolina 29108
Telephone: (803) 321-3200

BRANCH LOCATIONS

1323 College Street
Newberry, South Carolina 29108

101 N. Wheeler Street
Prosperity, South Carolina 29127

SPECIAL COUNSEL

Muldoon Murphy & Faucette LLP
5101 Wisconsin Avenue, N.W.
Washington, D.C. 20016

INDEPENDENT AUDITORS

Clifton D. Bodiford
Certified Public Accountant
2711 Middleburg Drive, Suite 214
Columbia, South Carolina 29204

56


STOCKHOLDER INFORMATION

        The Annual Meeting of Stockholders will be held at Newberry Federal's Training/Meeting Room located at 1735 Wilson Road (entrance facing Alex Avenue), Newberry, South Carolina, on February 5, 2004 at 2:00 p.m., Eastern Time.

SHAREHOLDER AND
GENERAL INQUIRIES

  TRANSFER AGENT


 

 

 
DutchFork Banchares, Inc.
1735 Wilson Road
Newberry, South Carolina 29108
(803) 321-3200
  Registrar and Transfer Company
10 Commerce Drive
Cranford, NJ 07016-3572
(800) 368-5948

ANNUAL AND OTHER REPORTS

        A COPY OF THE FORM 10-KSB (WITHOUT EXHIBITS) AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE FOR VOTING AT THE ANNUAL MEETING OF STOCKHOLDERS UPON WRITTEN REQUEST TO STEVE P. SLIGH, CHIEF FINANCIAL OFFICER, DUTCHFORK BANCSHARES, INC., 1735 WILSON ROAD, NEWBERRY, SOUTH CAROLINA 29108. THE COMPANY'S FORM 10-KSB IS ALSO AVAILABLE THROUGH THE SEC'S WORLD WIDE WEB SITE ON THE INTERNET (http://www.sec.gov).

57


COMMON STOCK INFORMATION

        The Company's common stock is traded on the Nasdaq SmallCap Market under the symbol "DFBS". As of September 30, 2003, there were 1,127,841 shares of common stock outstanding (including unreleased Employee Stock Ownership Plan ("ESOP") shares of 97,804, and unearned stock-based incentive plan shares of 43,073) and 423 stockholders, excluding persons or entities who hold stock in nominee or "street name".

        The table below shows the high and low bid range of the Company's common stock for fiscal 2003 and 2002. These prices reflect inter-dealer prices without retail mark-up, mark-down or commissions, and may not necessarily represent actual transactions. The Company's common stock began trading on July 6, 2000. The Company did not pay any dividends during the years ended September 30, 2003 and 2002. The Company's ability to pay dividends depends primarily on the ability of the Bank to pay dividends to the Company. See Notes 11 and 17 for information regarding the Bank's dividend-paying ability. This information was provided by Bloomberg Professional.

 
  High
  Low
Fiscal 2003            
First Quarter   $ 27.490   $ 25.850
Second Quarter   $ 30.130   $ 27.250
Third Quarter   $ 34.760   $ 29.000
Fourth Quarter   $ 36.500   $ 31.240

Fiscal 2002

 

 

 

 

 

 
First Quarter   $ 21.450   $ 20.350
Second Quarter   $ 22.500   $ 20.400
Third Quarter   $ 26.400   $ 21.800
Fourth Quarter   $ 26.400   $ 23.000

58



Appendix I



U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

(Mark one)    

ý

 

Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2004

o

 

Transition report under Section 13 or 15(d) of the Exchange Act for the transition period from                        to                         

Commission File No. 0-30483

DUTCHFORK BANCSHARES, INC.
(Exact name of Small Business Issuer as Specified in its Charter)

Delaware
State of Incorporation
  57-1094236
I.R.S. Employer Identification

1735 Wilson Road, Newberry, South Carolina 29108
(Address of Principal Executive Office)

(803) 321-3200
(Issuer's Telephone Number, Including Area Code)

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

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

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

        1,125,981 shares of common stock, par value $0.01 per share, were issued and outstanding as of May 3, 2004.

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





PART I—FINANCIAL INFORMATION

Item 1: Financial Statements

Consolidated Balance Sheets at March 31, 2004 and September 30, 2003 (unaudited)

Consolidated Statements of Income for the Three Months and Six Months Ended March 31, 2004 and 2003 (unaudited)

Consolidated Statements of Comprehensive Operations for the Three Months and Six Months Ended March 31, 2004 and 2003 (unaudited)

Consolidated Statements of Changes in Stockholders' Equity for the Six Months Ended March 31, 2004 (unaudited)

Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2004 and 2003 (unaudited)

Notes to Consolidated Financial Statements (unaudited)

Item 2: Management's Discussion and Analysis or Plan of Operation

Item 3: Controls and Procedures


PART II—OTHER INFORMATION

Item 1: Legal Proceedings

Item 2: Changes in Securities and Small Business Issuer Purchases of Equity Securities

Item 3: Defaults upon Senior Securities

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

Item 5: Other Information

Item 6: Exhibits and Reports on Form 8-K

2


PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

        The financial statements of DutchFork Banchshares, Inc. (the "Company" or "DutchFork Bancshares") are set forth in the following pages.

3


DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Balance Sheets

 
  March 31,
2004

  September 30,
2003

 
  (unaudited)

  (unaudited)

Assets            
Cash and cash equivalents   $ 7,223,152   $ 2,653,640
Investments and mortgage-backed securities:            
  Available-for-sale:            
    Investments (cost of $109,656,830 and $143,998,688 at March 31, 2004 and September 30, 2003, respectively)     106,331,326     141,851,562
    Mortgage-backed securities (cost of $26,715,120 and $19,117,095 at March 31, 2004 and September 30, 2003, respectively)     24,000,523     18,908,681
  Held-to-maturity:            
    Investments (fair value of $2,226,810 and $50,000 at March 31, 2004 and September 30, 2003, respectively)     2,050,000     50,000
    Mortgage-backed securities (fair value of $1,183,135 and $1,368,324 at March 31, 2004 and September 30, 2003 respectively)     1,160,645     1,355,226
Loans receivable     55,136,420     58,371,056
Premises, furniture and equipment, net     3,063,832     3,179,428
Accrued interest receivable:            
  Loans and mortgage-backed securities     340,198     346,945
  Investments and other property     637,530     690,454
Prepaid assets     259,287     408,299
Prepaid income taxes and taxes receivable     775,292     518,585
Deferred tax asset     619,240     936,622
Other     5,451,940     5,782,861
   
 
Total assets   $ 207,049,385   $ 235,053,359
   
 

4


Liabilities and stockholders' equity              
Liabilities:              
  Deposit accounts   $ 139,984,057   $ 143,429,056  
  Federal Home Loan Bank advances     35,000,000     55,000,000  
  Advances from borrowers for taxes and insurance     32,194     62,316  
  Federal funds purchased         2,613,022  
  Accrued income taxes payable     12,894     317,382  
  Accrued expenses     642,320     748,729  
  Accrued interest payable     173,746     234,581  
  Other     102,194     90,502  
   
 
 
Total liabilities     175,947,405     202,495,588  
   
 
 

Commitments and contingencies

 

 


 

 


 

Stockholders' equity:

 

 

 

 

 

 

 
  Preferred stock, $.01 par value, 500,000 shares authorized and unissued          
  Common stock, $.01 par value, 4,000,000 shares authorized, 1,560,550 issued and outstanding at March 31, 2004 and September 30, 2003     15,605     15,605  
  Additional paid-in capital     15,136,730     15,022,479  
  Retained earnings, substantially restricted     32,625,609     31,446,192  
  Accumulated other comprehensive income (loss)     (4,324,519 )   (1,470,979 )
  Treasury stock (434,569 shares at March 31, 2004 and September 30, 2003)     (10,617,620 )   (10,543,034 )
  Unearned 2001 Stock-Based Incentive Plan shares (34,965 and 43,079 shares at March 31, 2004 and September 30, 2003, respectively)     (657,146 )   (809,608 )
  Unearned employee stock ownership plan shares     (1,076,679 )   (1,102,884 )
   
 
 
Total stockholders' equity     31,101,980     32,557,771  
   
 
 
Total liabilities and stockholders' equity   $ 207,049,385   $ 235,053,359  
   
 
 

5


DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Statements of Income

 
  Three Months Ended
March 31,

  Six Months Ended
March 31,

 
  2004
  2003
  2004
  2003
 
  (unaudited)

  (unaudited)
  (unaudited)
  (unaudited)
Interest income:                        
  Loans receivable   $ 865,876   $ 988,838   $ 1,776,235   $ 2,079,482
  Investments     1,127,473     486,478     2,402,866     1,336,373
  Mortgage-backed and related securities     394,107     732,965     1,123,909     1,458,512
  Other interest-earning assets     96,446     83,078     203,918     136,867
   
 
 
 
    Total interest income     2,483,902     2,291,359     5,506,928     5,011,234
   
 
 
 
Interest expense:                        
  Interest expense on deposit accounts     461,056     757,416     944,025     1,627,997
  Federal Home Loan Bank advances     507,325     509,091     1,061,598     1,014,965
  Other borrowings     23,845     84     56,677     84
   
 
 
 
  Total interest expense     992,226     1,266,591     2,062,300     2,643,046
   
 
 
 
Net interest income     1,491,676     1,024,768     3,444,628     2,368,188
  Provision for loan losses     185,000     140,000     185,000     140,000
   
 
 
 
  Net interest income after provision for loan losses     1,306,676     884,768     3,259,628     2,228,188
   
 
 
 
Noninterest income:                        
  Gain (loss) on sale of securities, net     505,993     1,447,136     577,084     1,853,829
  Loan servicing fees     560     895     1,104     2,758
  Bank service charges     140,981     137,546     276,572     275,637
  Other     52,939     105,987     112,622     207,545
   
 
 
 
    Total noninterest income     700,473     1,691,564     967,382     2,339,769
   
 
 
 
Noninterest expense:                        
  Compensation and benefits     945,826     800,720     1,669,242     1,651,474
  Occupancy     104,111     110,937     207,555     227,702
  Furniture and equipment     18,275     19,102     35,855     31,317
  Marketing     19,932     24,612     42,791     52,189
  Other     390,841     550,501     933,002     896,062
   
 
 
 
    Total noninterest expense     1,478,985     1,505,872     2,888,445     2,858,744
   
 
 
 
Income before income taxes     528,164     1,070,460     1,338,565     1,709,213
Provision for Income taxes     69,958     184,879     159,146     257,191
   
 
 
 
Net income   $ 458,206   $ 885,581   $ 1,179,419   $ 1,452,022
   
 
 
 
Net income per share (basic)   $ .46   $ .85   $ 1.19   $ 1.38
   
 
 
 
Net income per share (diluted)   $ .43   $ .81   $ 1.11   $ 1.31
   
 
 
 

6


DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Statements of Comprehensive Operations

 
  Three Months Ended
March 31,

  Six Months Ended
March 31,

 
 
  2004
  2003
  2004
  2003
 
 
  (unaudited)

  (unaudited)

  (unaudited)

  (unaudited)

 
Net income   $ 458,206   $ 885,581   $ 1,179,419   $ 1,452,022  
Other comprehensive income (loss), net of tax:                          
  Unrealized (losses) arising during the period, net of tax effect of $469,770, $121,600, $1,067,948 and $550,038 for the three months ended months ended March 31, 2004 and 2003 and the six months ended March 31, 2004 and 2003, respectively     (1,879,080 )   (198,909 )   (2,853,540 )   (899,727 )
   
 
 
 
 
Comprehensive income (loss)   $ (1,420,874 ) $ 686,672   $ (1,674,121 ) $ 552,295  
   
 
 
 
 

7


DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity

 
  Number of
Shares

  Common
Stock

  Additional
Paid-in
Capital

  Retained
Earnings

  Accumulated
Other
Comprehensive
Income (Loss)

  Treasury
Stock

  Incentive
Plan

  ESOP Loan
  Stockholders'
equity

 
 
   
   
   
   
  (unaudited)

   
   
   
  (unuaudited)

 
Balance at September 30, 2003   1,084,768   $ 15,605   $ 15,022,479   $ 31,446,192   $ (1,470,979 ) $ (10,543,034 ) $ (809,608 ) $ (1,102,884 ) $ 32,557,771  
Net income                     1,179,417                             1,179,417  
Release of 4,160 ESOP shares               133,339                             26,205     159,544  
Release of Incentive Plan shares   8,114           (19,088 )                     152,462           133,374  
Purchase of treasury stock   (1,860 )                           (74,586 )               (74,586 )
Change in net unrealized depreciation on investments available for sale (net of deferred and current income taxes of $1,067,948)                           (2,853,540 )                     (2,853,540 )
   
 
 
 
 
 
 
 
 
 
Balance at March 31, 2004   1,091,022   $ 15,605   $ 15,136,730   $ 32,625,609   $ (4,324,519 ) $ (10,617,620 ) $ (657,146 ) $ (1,076,679 ) $ 30,101,980  
   
 
 
 
 
 
 
 
 
 

8


DutchFork Bancshares, Inc.
and Subsidiaries
Consolidated Statements of Cash Flows

 
  Six Months Ended
March 31,

 
 
  2004
  2003
 
 
  (unaudited)

  (unaudited)

 
Operating Activities              
Net income   $ 1,179,417   $ 1,452,022  
Adjustments to reconcile net income to net cash provided (used) by operating activities:              
  Depreciation     139,818     158,115  
  Provision for loan losses     185,000      
  Incentive plan shares issued     152,462      
  (Gain) loss on sales of investments and mortgage-backed securities     (577,084 )   (1,853,829 )
  Net (gain) loss on sales on loans     (3,906 )   (48,201 )
  Increase (decrease) in deferred loan origination fees         (19,074 )
  Amortization of premiums (discounts) on investments, mortgage-backed securities and loans     120,927     (14,004 )
  Decrease (increase) in accrued interest receivable     59,671     23,736  
  Decrease (increase) in prepaid and other assets     223,226     (4,858,567 )
  Decrease (increase) in deferred tax asset     317,382     550,040  
  Increase (decrease) in accrued interest payable     (60,835 )   100,699  
  Increase (decrease) in accounts payable and accrued expenses     (106,409 )    
  Increase (decrease) in other liabilities     (1,811,135 )   52,061  
  Origination of loans held for sale     (721,950 )   (5,666,750 )
  Proceeds from sales of trading securities         6,500,000  
  Purchases of trading securities         (10,000,000 )
  Proceeds from sale of loans held for sale     157,456     5,501,869  
   
 
 
Net cash provided (used) by operating activities     (745,960 )   (8,121,883 )
   
 
 

9


Investing Activities              
Principal payments on mortgage-backed securities     5,747,237     45,006,812  
Loan proceeds         6,419,265  
Purchases of available-for-sale securities     (21,668,893 )   (178,721,743 )
Purchases of investments held to maturity     (2,000,000 )    
Proceeds from sales of available-for-sale securities     43,052,575     116,130,026  
Net (increase) decrease in loans receivable     3,618,036     2,973,518  
Purchases of premises, furniture and equipment     (24,222 )   (43,732 )
   
 
 
Net cash provided (used) by investing activities     28,724,733     (8,235,854 )
   
 
 
Financing Activities              
Net increase (decrease) in deposit accounts     (3,444,999 )   561,248  
Proceeds from Federal Home Loan Bank advances     (20,000,000 )    
Proceeds from other borrowings     32,340,000      
Repayments of other borrowings     (32,340,000 )    
Release of ESOP shares     26,205      
Repayment of ESOP loan           24,133  
Purchase of treasury stock     39,655     (2,589,368 )
Unallocated incentive plan           152,462  
Increase (decrease) in advances from borrowers for taxes and insurance     (30,122 )   (14,983 )
   
 
 
Net cash provided by financing activities     (23,409,261 )   (1,866,508 )
   
 
 
Net increase (decrease) in cash and cash equivalents     4,569,512     (18,224,245 )
Cash and cash equivalents at beginning of year     2,653,640     21,130,629  
   
 
 
Cash and cash equivalents at end of year   $ 7,223,152   $ 2,906,384  
   
 
 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

 

 

 

Cash paid (received) during the year for:

 

 

 

 

 

 

 
  Interest   $ 2,765,185   $ 4,539,257  
  Taxes   $ (667,412 ) $ 120,956  

10


DutchFork Bancshares, Inc.
Notes to Financial Statements
March 31, 2004

Note 1—Organization

        DutchFork Bancshares, Inc. (the "Company") was incorporated under the laws of Delaware in February 2000 for the purpose of serving as the holding company of Newberry Federal Savings Bank ("Newberry Federal" or the "Bank") as part of the Bank's conversion from the mutual to stock form of organization. The conversion, completed on July 5, 2000, resulted in the Company issuing an aggregate of 1,560,550 shares of its common stock, par value $.01 per share, at a price of $10 per share. Prior to the conversion, the Company had not engaged in any material operations and had no assets or income. The Company is a savings and loan holding company and subject to regulation by the Office of Thrift Supervision and the Securities and Exchange Commission.

Note 2—Accounting Principles

        The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and with instruction to Form 10-QSB and of Regulation S-B. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the current fiscal year.

Note 3—Earnings Per Share

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

 
  Three Months Ended
March 31,

  Six Months Ended
March 31,

 
  2004
  2003
  2004
  2003
Basic EPS computation:                        
  Numerator   $ 458,206   $ 885,581   $ 1,179,419   $ 1,452,022
   
 
 
 
Denominator     991,793     1,037,245     989,365     1,054,744
   
 
 
 
Basic EPS   $ 0.46   $ 0.85   $ 1.19   $ 1.38
   
 
 
 
Diluted EPS computation:                        
  Numerator   $ 458,206   $ 885,581   $ 1,179,419   $ 1,452,022
   
 
 
 
Denominator:                        
  Common shares outstanding     991,793     1,037,245     989,365     1,054,744
Dilutive securities:                        
  Stock options—treasury stock method     57,891     44,777     58,519     42,110
  Incentive plan—treasury stock method     11,517     12,595     12,678     12,585
   
 
 
 
      1,061,201     1,094,617     1,060,562     1,109,439
   
 
 
 
    $ 0.43   $ 0.81   $ 1.11   $ 1.31
   
 
 
 

        The average market price used in calculating the assumed number of shares issued for the three months and six months ended March 31, 2004 and 2003 was $38.29 and $29.17, $38.85 and $27.87 per share, respectively.

11



Note 4—Subsequent Event

        On April 12, 2004, the Company entered into and Agreement and Plan of Merger with First Community Corporation ("First Community") the holding company for First Community Bank, N.A. The Agreement provides among other things that DutchFork will merge with and into First Community with First Community as the surviving entity. Immediately following the merger, Newberry Federal will merge with and into First Community Bank, N.A., with First Community Bank N.A. being the surviving entity.

        Pursuant to the Agreement, each share of DutchFork common stock issued and outstanding immediately before the Effective Date (as defined in the Agreement) will be converted into the right to receive at the election of the holder either (i) $42.75 in cash, without interest or (ii) 1.78125 shares of First Community common stock, subject to the allocation and election procedures set forth in the Agreement.

        Consummation of the merger is subject to the satisfaction of certain conditions, including approval of the Agreement by the respective stockholders of DutchFork and of First Community and approval by the appropriate regulatory agencies.

12


Item 2. Management's Discussion and Analysis or Plan of Operation

Forward Looking Statements

        This quarterly report contains forward-looking statements that are based on assumptions and describe future plans, strategies and expectations of DutchFork Bancshares and its wholly owned subsidiary, Newberry Federal. These forward looking statements are generally identified by use of the works "believe", "expect", "intend", "anticipate", "estimate", "project", or similar expressions. DutchFork Bancshares and Newberry Federal's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of DutchFork Bancshares and Newberry Federal include, but are not limited to, changes in interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. Reserve Board, the quality and composition of the loan or investment portfolios, demand for loan products, deposits flow, competition, demand for financial services in DutchFork Bancshares' and Newberry Federal's market area and accounting principles. These risks and uncertainties should be considered in evaluating forward looking statements and undue reliance should not be placed on such statements. Except as required by law or regulation, the Company disclaims any obligation to update such forward-looking financial statements.

Operating Strategy

        DutchFork Bancshares' wholly owned subsidiary, Newberry Federal, is an independent community-oriented savings bank, delivering quality customer service and offering a wide range of deposit and loan products to its customers. Because of weak loan demand in Newberry Federal's primary market area, management has maintained a substantial investment in investment securities and mortgage-backed securities classified as available-for-sale. Management's objective in managing the securities portfolio is to maintain a portfolio of high quality, highly liquid investments with competitive returns in order to maximize current income without compromising credit quality.

Comparison of Financial Condition at March 31, 2004 and September 30, 2003:

        Total assets decreased by $28.1 million from $235.1 million at September 30, 2003 to $207.0 million at March 31, 2004. During the six months ended March 31, 2004, the Bank repaid $20.0 million of Federal Home Loan Bank advances and $2.6 million of federal funds purchased. In addition, deposit account balances declined by $3.4 million during the six month period. The repayment of these balances resulted in a decrease in investments. Investments declined $35.5 million and mortgage backed securities increased by $6.9 million.

        At March 31, 2003, the Bank did not have any investments held for trading. Depending on market volatility and the elements of supply and demand certain investments are purchased with the expressed intent of selling them prior to their stated maturity and are placed in a trading account. Prevailing market conditions and risk exposure determine when this procedure is followed.

13



        Loans receivable at Match 31, 2004 and September 30, 2003 were as follows:

 
  March 31,
2004

  September 30,
2003

Commercial real estate   $ 11,069,187   $ 10,966,123
Commercial—other     7,903,569     8,719,151
Real estate construction     751,000     811,000
Residential mortgage—1-4 family     23,500,948     25,192,999
Second mortgage loans, home equity loans and lines of credit     5,265,908     5,671,360
Multi-family     775,725     812,001
Consumer loans     6,684,176     7,064,593
   
 
      55,950,513     59,237,227
   
 
Less:            
  Allowance for loan losses     395,496     400,892
  Loans in process     418,347     464,996
  Deferred loan origination fees, net     250     283
   
 
      814,093     866,171
   
 
Loans receivable, net   $ 55,136,420   $ 58,371,056
   
 

        Loans receivable declined by $3,235,000 during the six months ended March 31, 2004 due to loan pay-offs largely due to the declining interest rate environment.

        Non-accrual loans totaled $481,163 at March 31, 2004 compared to $550,000 at September 30, 2003. When a loan becomes 90 days past due, it is converted to non-accrual status. The Bank had no loans past 90 days or more still accruing interest at March 31, 2004 and September 30, 2003. Loans receivable that were troubled debt restructurings totaled $457,759 at March 31, 2004 and $193,000 at September 30, 2003. Interest income that would have been recorded for the six months ended March 31, 2004, had nonaccruing loans been current according to their original terms, amounted to approximately $42,850. The Bank included income on such loans of $26,755 in total interest income for the six months ended March 31, 2004. There are no loans which are not discussed above where known information about possible credit problems of borrowers causes management to have serious doubts as to the ability of such borrowers to comply with the present loan repayment terms.

        Other assets at March 31, 2004 include $5,444,000 and $5,340,000, respectively of cash surrender value of Bank-owned life insurance on directors, officers and employees.

        At March 31, 2004, total equity was $31.1 million, after a $4.3 million unrealized loss, net of taxes, on the investment and mortgage-backed securities portfolios classified as available-for-sale. This compares with total equity at September 30, 2003 of $32.6 million, including a $1.5 million unrealized gain, net of taxes, on the investment and mortgage-backed securities portfolios classified as available-for-sale. During the six months ended March 31, 2004, the market values of investments and mortgage-backed securities decreased by $3,921,448, and after the tax effect of $1,067,948, equity decreased by $2,853,540 from this decrease in market values.

Comparison of Operating Results for the Three Months Ended March 31, 2004 and March 31, 2003:

Net Income

        Net income for the three months ended March 31, 2003 decreased by $427,000 to $458,000 when compared to the same period for the prior year. Net interest income, after the provision for loan

14



losses, increased by $422,000, and non-interest income decreased by $991,000. The decrease in non-interest income was primarily due to a decrease of $941,000 gain on the sale of securities.

Net Interest Income

        Net interest income increased from $1.0 million for the three months ended March 31, 2003 to $1.5 million for the same period in 2004. This was a result of a $193,000 increase in total interest income and a $274,000 decrease in total interest expense.

        Total interest income increased by $193,000 primarily due to a 0.37% increase in the average yield. Average interest-earning assets remained relatively constant.

        Total interest expense decreased due to a $274,000 due to a 0.56% decrease in the average interest rate paid, and a $3.1 million decrease in average interest-bearing liabilities.

Provision for Loan Losses

        The provision for loan losses for the three months ended March 31, 2004 was $185,000, compared to $140,000 for the same period in 2003. The allowance was carefully evaluated and determined to be adequate at its current level based upon current market trends. The Bank evaluated individual larger loans (those in excess of $500,000) for impairment and determined that none of these loans were impaired. The changes in concentration of loans between December 31, 2003 and March 31, 2004 were relatively insignificant, though the overall portfolio did decline by approximately $1,968,000. The addition to the allowance for the quarter ended March 31, 2004 was needed to offset charge-offs for the quarter. Although management uses the best information available, future adjustments to the allowance may be necessary due to changes in economic, operating, regulatory, and other conditions that may be beyond the Company's control. While the Company maintains its allowance for loan losses at a level which it considers adequate to provide for estimated losses, there can be no assurance that further additions will not be made to the allowance for loan losses and that actual losses will not exceed estimated losses.

        The table on page 22 presents an analysis on the Bank's allowance for loan losses.

Non-Interest Income

        Non-interest income decreased by $991,000, primarily as a result of a decrease of $941,000, in gains on the sale of securities. Securities were sold during the three months ended March 31, 2003 as part of a restructuring plan designed to protect the Bank from the volatility in the rate environment.

Non-Interest Expense

        Non-interest expense decreased from $1,506,000 for the three months ended March 31, 2003 to $1,479,000 for the three months ended March 31, 2004. The decrease was primarily a result of a decrease in other expenses in the period ended March 31, 2004, which was partially offset by an increase in compensation and benefits.

Provision for Income Taxes

        Income tax decreased by $115,000 for the three months ended March 31, 2004 when compared with the same period for the prior year due to the decline in income and due to the lower effective rate since the dividend exclusion on preferred stocks was a greater portion of income before income taxes.

15


Comparison of Operating Results for the Six Months Ended March 31, 2004 and March 31, 2003:

Net Income

        Net income for the six months ended March 31, 2004 decreased by $273,000 to $1.2 million when compared to the same period for the prior year. Net interest income, after the provision for loan losses, increased by $1,031,000, and non-interest income decreased by $1.4 million. The decrease in non-interest income was primarily due to a $1.3 million decrease in the gain on the sale of securities during the period ended March 31, 2004.

Net Interest Income

        Net interest income increased from $2.4 million for the six months ended March 31, 2003 to $3.4 million for the same period in 2004. This was a result of a $496,000 increase in total interest income and a $581,000 decrease in total interest expense.

        Total interest income increased due to a $7.5 million increase in average interest earning assets, along with a .29% increase in the average yield.

        Total interest expense decreased by $581,000 due to a .67% decrease in the average interest rate paid which was only partially offset by a $4.5 million increase in average interest bearing liabilities.

Provision for Loan Losses

        The provision for loan losses for the six months ended March 31, 2004 was $185,000, compared to $140,000 for the same period in 2003. The allowance was carefully evaluated and determined to be adequate at its current level based upon current market trends. The Bank evaluated individual larger loans (those in excess of $500,000) for impairment and determined that none of these loans were impaired. The addition to the allowance for the six months ended March 31, 2004 was needed to offset the charge-offs for the six months ended March 31, 2004 and to increase the allowance to the approximate level at the beginning of the period. Although management uses the best information available, future adjustments to the allowance may be necessary due to changes in economic, operating, regulatory and other conditions that may be beyond the Company's control. While the Company maintains its allowance for loan losses at a level which it considers adequate to provide for estimated losses, there can be no assurance that further additions will not be made to the allowance for loan losses and that actual losses will not exceed estimated losses.

Non-Interest Income

        Non-interest income decreased by $1.4 million, primarily as a result of a decrease of $1.3 million in gains on the sale of securities. Securities were sold during the six months ended March 31, 2004 as part of a restructuring plan designed to protect the Bank from the volatility in the rate environment.

Non-Interest Expense

        Non-interest expense increased by $30,000 for the six months ended March 31, 2004 with no significant changes from category to category for the same period for the prior year.

Provision for Income Taxes

        Income tax decreased by $98,000 for the six month period ended March 31, 2004 when compared with the similar period for the prior year due to the decline in income before income taxes and due to the lower effective rate since the dividend exclusion on preferred stocks was a greater portion of income before income taxes.

16



Liquidity and Capital Resources

        Management believes that the Company's liquidity remains adequate to meet operating, investment and loan funding requirements. Cash and cash equivalents, along with investments and mortgage-backed securities available for sale and held for trading, represented 60.95% of assets at March 31, 2003.

        Liquidity management is both a daily and long-term responsibility of management. The Company adjusts its investments in liquid assets based upon management's assessment of expected loan demand, expected deposit flows, yields available on interest-earning deposits and investment securities and the objectives of its asset/liability management program. Excess liquid assets are invested generally in interest-earning overnight deposits and short- and intermediate-term U.S. Government and agency obligations and mortgage-backed securities. If the Company requires funds beyond its ability to generate them internally, it has additional borrowing capacity with the Federal Home Loan Bank of Atlanta.

        The desired level of liquidity for the Company is determined by management in conjunction with the Asset/Liability Committees of the Bank. The level of liquidity is based on management's strategic direction for the Company's commitments to make loans and the Committees' assessment of the Bank's ability to generate funds. Historically, sources of liquidity have included net deposits to savings accounts, amortization and prepayments of loans, Federal Home Loan Bank advances, reverse repurchase agreements and sales of securities and loans held for sale.

        The Bank is subject to various regulatory capital requirements imposed by the Office of Thrift Supervision. At March 31, 2004, the Bank was in compliance with all applicable capital requirements.

        The Bank's actual capital amounts and ratios are presented in the following table:

 
  Actual
  Minimum For Capital Adequacy Purposes
  To Be Well Capitalized For Prompt Corrective Action Provisions
 
  Ratio
  Amount
  Ratio
  Amount
  Ratio
  Amount
 
  (dollars in thousands)

March 31, 2004:                              
  Tangible capital   15.82 % $ 33,745   2.00 % $ 4,266   N/A     N/A
  Core capital   15.82 % $ 33,745   4.00 % $ 8,532   5.00 % $ 10,666
  Risk-based capital   19.43 % $ 34,020   8.00 % $ 14,008   10.00 % $ 17,510

17


DutchFork Bancshares, Inc.
Yields on Average Interest Earning Assets and Rates
On Average Interest Bearing Liabilities
(In Thousands)

 
  Three Months Ended March 31,
2004

  Three Months Ended March 31,
2003

 
 
  Average
Balance

  Interest
  Yield/
Rate

  Average
Balance

  Interest
  Yield/
Rate

 
Interest earning assets:                                  
  Loans receivable (1)   $ 56,525   $ 866   6.13 % $ 58,915   $ 989   6.71 %
  Interest-bearing deposits (2)     2,592     15   2.31 %   305     4   5.25 %
  Investment securities (3)     103,742     1,125   4.34 %   83,151     454   2.18 %
  Mortgage-backed securities     32,330     394   4.87 %   44,514     733   6.59 %
  Federal funds sold     1,437     3   .84 %   11,713     34   1.16 %
  Other     2,877     81   11.40 %       77    
   
 
 
 
 
 
 
Total interest earning assets     199,503     2,484   4.98 %   198,598     2,291   4.61 %
Non-interest earning assets     15,031               21,452            
   
           
           
Total assets   $ 214,534             $ 220,050            
   
           
           
Interest bearing liabilities:                                  
Deposits:                                  
  Deposit accounts   $ 142,787     461   1.29 % $ 151,202     758   2.00 %
  Federal Home Loan Bank advances     35,000     507   5.81 %   35,000     509   5.82 %
  Other borrowings     5,322     24   1.80 %          
   
 
     
 
 
 
Total interest bearing liabilities     183,109     992   2.16 %   186,202     1,267   2.72 %
Non-interest bearing liabilities     487               2,636            
   
           
           
    Total liabilities     183,596               188,838            
Total retained earnings     30,938               31,212            
   
           
           
  Total liabilities and retained earnings   $ 214,534             $ 220,050            
   
           
           
Net interest spread (4)         $ 1,492   2.82 %       $ 1,024   1.89 %
Net interest margin as a percentage of interest-earning assets (5)               2.99 %             2.06 %

(1)
Balances are net of deferred loan origination costs, undisbursed proceeds of construction loans in process, and include nonaccrual loans.

(2)
Includes mortgage-backed securities available-for-sale and held-to-maturity.

(3)
Includes investment securities available-for-sale and held-to-maturity.

(4)
Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(5)
Net interest margin represents net interest income as a percentage of average interest-earning assets.

18


DutchFork Bancshares, Inc.
Yields on Average Interest Earning Assets and Rates
On Average Interest Bearing Liabilities
(In Thousands)

 
  Six Months Ended March 31,
2004

  Six Months Ended March 31,
2003

 
 
  Average
Balance

  Interest
  Yield/
Rate

  Average
Balance

  Interest
  Yield/
Rate

 
Interest earning assets:                                  
  Loans receivable (1)   $ 56,984   $ 1,776   6.23 % $ 60,074   $ 2,079   6.92 %
  Interest-bearing deposits (2)     2,553     35   2.74 %   1,789     9   1.01 %
  Investment securities (3)     109,794     2,399   4.37 %   72,031     1,246   3.45 %
  Mortgage-backed securities     36,655     1,124   6.13 %   55,118     1,459   5.29 %
  Federal funds sold     790     4   1.01 %   13,500     90   3.95 %
  Other     3,231     169   10.46 %       128    
   
 
 
 
 
 
 
Total interest earning assets     210,007     5,507   5.24 %   202,512     5,011   4.94 %
Non-interest earning assets     15,406               18,823            
   
           
           
Total assets   $ 225,413             $ 221,335            
   
           
           
Interest bearing liabilities:                                  
Deposits:                                  
  Deposit accounts   $ 141,517     944   1.33 % $ 152,158     1,628   2.13 %
  Federal Home Loan Bank advances     41,989     1,062   5.06 %   35,000     1,015   5.82 %
  Other borrowings     8,159     57   1.39 %         %
   
 
 
 
 
 
 
Total interest bearing liabilities     191,665     2,063   2.15 %   187,158     2,643   2.82 %
Non-interest bearing liabilities     2,233               1,568            
   
           
           
  Total liabilities     193,898               188,726            
Total retained earnings     31,515               32,609            
   
           
           
  Total liabilities and retained earnings   $ 225,413             $ 221,335            
   
           
           
Net interest spread (4)         $ 3,444   3.10 %       $ 2,368   2.12 %
Net interest margin as a percentage of interest-earning assets (5)               3.28 %             2.33 %

(1)
Balances are net of deferred loan origination costs, undisbursed proceeds of construction loans in process, and include nonaccrual loans.

(2)
Includes mortgage-backed securities available-for-sale and held-to-maturity.

(3)
Includes investment securities available-for-sale and held-to-maturity.

(4)
Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(5)
Net interest margin represents net interest income as a percentage of average interest-earning assets.

19


DutchFork Bancshares, Inc.
Analysis of Allowance for Loan Losses

 
  Three Months Ended March 31,
  Six Months Ended March 31,
 
 
  2004
  2003
  2004
  2003
 
Allowance for loan losses, beginning of period   $ 371,234   $ 318,054   $ 400,892   $ 424,322  

Charged-off loans:

 

 

 

 

 

 

 

 

 

 

 

 

 
  One- to four-family real estate                          
  Multi-family                          
  Commercial real estate                          
  Construction                          
  Land                          
  Commercial     141,242           141,242     41,222  
  Consumer     40,356     14,676     74,020     95,781  
   
 
 
 
 
    Total charged-off loans     181,598     14,676     215,262     137,003  
   
 
 
 
 
Recoveries on loans previously charged off:                          
  One- to four-family real estate                          
  Multi-family                          
  Commercial real estate                          
  Construction                          
  Land                          
  Commercial                          
  Consumer     20,860     12,910     24,866     28,969  
   
 
 
 
 
    Total recoveries     20,860     12,910     24,866     28,969  
   
 
 
 
 
Net loans charged-off     160,738     1,766     190,396     108,034  
   
 
 
 
 
Provision for loan losses     185,000     140,000     185,000     140,000  
   
 
 
 
 
Allowance for loan losses, end of period   $ 395,496   $ 456,288   $ 395,496   $ 456,288  
   
 
 
 
 
Net loans charged-off to average interest-earning loans     0.32 %   0.00 %   0.38 %   0.18 %
Allowance for loan losses to total loans     0.71 %   0.77 %   0.71 %   0.77 %
Allowance for loan losses to nonperforming loans and troubled debt restructurings     68.54 %   43.60 %   68.54 %   43.60 %
Net loans charged-off to allowance for loan losses     45.92 %   0.38 %   48.14 %   23.77 %
Recoveries to charge-offs     11.49 %   87.36 %   11.55 %   21.14 %

20


Item 3. Controls and Procedures

        The Company's management, including the Company's principal executive officer and principal financial officer, have evaluated the effectiveness of the Company's "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the "SEC") (1) is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (2) is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. In addition, based on that evaluation, no change in the Company's internal control over financial reporting occurred during the three months ended March 31, 2004 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

21


PART II

OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 2. Changes in Securities and Small Business Issuer Purchases of Equity Securities

 
  (a)
Total number of shares (or units) purchased

  (b)
Average price paid per share (or unit)

  (c)
Total number of shares (or units) purchased as part of publicly announced plans or programs

  (d)
Maximum number (or approximate dollar value of shares (or units) that may yet be purchased under the plans or programs

Period                
Jan 1, 2004 through Jan 31, 2004        
Feb 1, 2004 through Feb 29, 2004        
March 1, 2004 through March 31, 2004        
Total        

(1)
In January 2003, the Company announced a repurchase program under which it would repurchase up to $5,000,000 of the Company's common stock. The repurchase program expired in January 2004 without the full amount being repurchased.

Item 3. Defaults upon Senior Securities

        NONE

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

        On February 5, 2004, the Company held its annual meeting of stockholders for the purpose of the election of Directors to three-year terms and the ratification of Clifton D. Bodiford, CPA as the Company's independent auditors. The number of votes cast at the meeting as to each matter to be acted upon was as follows:

Election of Directors

  Number of Votes
FOR

  Number of Votes
WITHHELD

Dr. James Wiseman   872,093   30,296

        The Directors whose terms continued and the years their terms expire are as follows: Steve P. Sligh (2005), Dr. Robert Livingston (2005) and Dr. James Wiseman (2004).

 
   
  Number of Votes
FOR

  Number of Votes
AGAINST

  Number of Votes
ABSTAIN

2.   Ratification of Clifton D. Bodiford, CPA as the Company's Independent Auditor   899,926   1,800   663

Item 5. Other Information

        NONE

22


Item 6. Exhibits and Reports on Form 8-K


3.1   Certificate of incorporation of DutchFork Bancshares, Inc. (1)
3.2   Bylaws of DutchFork Bancshares, Inc. (1)
4.0   Specimen Stock Certificate of DutchFork Bancshares, Inc. (1)
10.1   Newberry Federal Savings Bank Employment Agreement with J. Thomas Johnson (2)
10.2   Newberry Federal Savings Bank Employment Agreement with Steve P. Sligh (2)
10.3   DutchFork Bancshares, Inc. Employment Agreement with J. Thomas Johnson (2)
10.4   DutchFork Bancshares, Inc. Employment Agreement with Steve P. Sligh (2)
10.5   Newberry Federal Savings Bank Employee Severance Compensation Plan (2)
10.6   Adoption Agreement for Employees' Savings & Profit Sharing Plan & Trust (1)
10.7   DutchFork Bancshares, Inc. 2001 Stock-Based Incentive Plan (3)
10.8   Newberry Federal Savings Bank Director Deferred Compensation Plan (4)
10.9   Form of Newberry Federal Savings Bank Split Dollar Agreement (5)
10.10   Newberry Federal Savings Bank Salary Continuation Agreement with J. Thomas Johnson (5)
10.11   Newberry Federal Savings Bank Salary Continuation Agreement with Steve P. Sligh (5)
10.12   DutchFork Bancshares, Inc. Noncompetition Agreement with J. Thomas Johnson (5)
10.13   DutchFork Bancshares, Inc. Noncompetition Agreement with Steve P. Sligh (5)
10.14   Form of Newberry Federal Savings Bank Director Retirement Agreement (5)
31.1   Rule 13a-14(a)/15d-14(a) Certification (President and Chief Executive Officer)
31.2   Rule 13a-14(a)/15d-14(a) Certification (Chief Financial Officer)
32.0   Section 1350 Certifications

(1)
Incorporated herein by reference from the Exhibits to Form SB-2, Registration Statement and amendments thereto, initially filed on March 8, 2000, Registration No. 333-31986.

(2)
Incorporated herein by reference from the Exhibits to the Annual Report on Form 10-KSB for the fiscal year ended September 30, 2000.

(3)
Incorporated herein by reference from the Definitive Proxy Statement for the 2001 Annual Meeting of Stockholders.

(4)
Incorporated herein by reference from the Exhibits to Form S-8 Registration Statement, filed on August 23, 2001, Registration No. 333-68214.

(5)
Incorporated herein by reference from the Exhibits to the Annual Report on Form 10-KSB for the fiscal year ended September 30, 2003.

(b)
Reports on Form 8-K


The Company furnished a Current Report on Form 8-K on February 2, 2004 announcing its financial results for the three months ended December 31, 2003. The press release was included as an exhibit to the Form 8-K.

23


SIGNATURES

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

    DUTCHFORK BANCSHARES, INC.
(Registrant)

Date: May 13, 2004

 

 

 

 

/s/  
J. THOMAS JOHNSON      
J. Thomas Johnson
President and Chief Executive Officer

 

 

/s/  
STEVE P. SLIGH      
Steve P. Sligh
Executive Vice President and Chief Financial Officer

24



Part II—Information Not Required in Prospectus

Item 20. Indemnification of Directors and Officers

        The articles of incorporation of First Community contain a conditional provision which, subject to certain exceptions described below, eliminates the liability of a director to the company or its shareholders for monetary damages for breach of the duty of care or any other duty as a director. This provision does not eliminate such liability to the extent the director engaged in willful misconduct or a knowing violation of criminal law or of any federal or state securities law, including, without limitation, laws proscribing insider trading or manipulation of the market for any security.

        The bylaws of First Community require the company to indemnify any person who was, is, or is threatened to be made a named defendant or respondent in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of service by such person as a director of the company or its subsidiary bank or any other corporation which he served as such at the request of the company. Except as noted in the next paragraph, directors are entitled to be indemnified against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the director in connection with the proceeding. Directors are also entitled to have the company advance any such expenses prior to final disposition of the proceeding, upon delivery of a written affirmation by the director of his good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay the amounts advanced if it is ultimately determined that the standard of conduct has not been met.

        Under the bylaws, indemnification will be disallowed if it is established that the director (i) appropriated, in violation of his duties, any business opportunity of the company, (ii) engaged in willful misconduct or a knowing violation of law, (iii) permitted any unlawful distribution, or (iv) derived an improper personal benefit. In addition to the bylaws, Section 33-8-520 of the South Carolina Business Corporation Act of 1988 (the "Corporation Act") requires that "a corporation indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding." The Corporation Act also provides that upon application of a director a court may order indemnification if it determines that the director is entitled to such indemnification under the applicable standard of the Corporation Act.

        The board of directors also has the authority to extend to officers, employees and agents the same indemnification rights held by directors, subject to all of the accompanying conditions and obligations. The board of directors has extended or intends to extend indemnification rights to all of its executive officers.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling First Community pursuant to the provisions discussed above, First Community has been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.


Item 21. Exhibits and Financial Statement Schedules

        The following documents are filed herewith and made a part of this Registration Statement.

Exhibit Number
  Description of Exhibit
2.1   Agreement and Plan of Merger by and between First Community Corporation and DutchFork Bancshares, Inc. dated as of April 12, 2004 (included as Appendix A to the Joint Proxy Statement/Prospectus)

3.1

 

Articles of Incorporation of First Community (incorporated by reference to Exhibit 3.1 to First Community's Registration Statement No. 33-86258 on Form S-1)
     

II-1



3.2

 

Bylaws of First Community (incorporated by reference to Exhibit 3.2 to First Community Registration Statement No. 33-86258 on Form S-1)

4.1

 

Provisions in First Community's Articles of Incorporation and Bylaws defining the rights of holders of First Community's Common Stock (incorporated by reference to Exhibit 4.1 to First Community's Registration Statement No. 33-86258 on Form S-1)

5.1

 

Opinion of Nelson Mullins Riley & Scarborough, L.L.P. regarding the legality of securities being registered (filed herewith)

8.1

 

Tax Opinion of Nelson Mullins Riley & Scarborough, L.L.P. (to be fined by amendment)

10.1

 

Employment Agreement dated June 1, 1994, by and between Michael C. Crapps and First Community (incorporated by reference to Exhibit 10.1 to First Community's Registration Statement No. 33-86258 on Form S-1)

10.2

 

Employment Agreement dated June 1, 1994, by and between James C. Leventis and First Community (incorporated by reference to Exhibit 10.2 to First Community's Registration Statement No. 33-86258 on Form S-1)

10.3

 

First Community Corporation 1999 Stock Incentive Plan (incorporated by reference to First Community's 1998 Annual Report and Form 10-KSB)

10.4

 

Employment Agreement dated September 2, 2002 by and between David K. Proctor and First Community (incorporated by reference to Exhibit 10.4 to First Community's 2002 Annual Report and Form 10-KSB)

10.5

 

Employment Agreement dated June 12, 2002 by and between Joseph G. Sawyer and First Community (incorporated by reference to Exhibit 10.5 to First Community's 2002 Annual Report and Form 10-KSB)

10.6

 

Employment, Consulting, and Noncompete Agreement between First Community Bank, N.A. and Steve P. Sligh dated April 1, 2004 (filed herewith)

10.7

 

Employment, Consulting, and Noncompete Agreement between First Community Bank, N.A. and J. Thomas Johnson dated April 1, 2004 (filed herewith)

10.8

 

Termination and Release Agreement between First Community Corporation, Newberry Federal Savings Bank, and James E. Wiseman dated April 12, 2004 (filed herewith)

10.9

 

Termination and Release Agreement between First Community Corporation, Newberry Federal Savings Bank, and Robert E. Livingston, III dated April 12, 2004 (filed herewith)

10.10

 

Termination and Release Agreement between First Community Corporation, Newberry Federal Savings Bank, and Robert W. Owen dated April 12, 2004 (filed herewith)

13.1

 

First Community Corporation Annual Report on Form 10-KSB for the year ended December 31, 2003 filed with the SEC on March 25, 2004 and amended on April 26, 2004 and April 28, 2004 (included as Appendix F to the Joint Proxy Statement/Prospectus)

13.2

 

First Community Corporation Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004 filed with the SEC on May 13, 2004 (included as Appendix G to the Joint Proxy Statement/Prospectus)
     

II-2



13.3

 

DutchFork Bancshares, Inc. 2003 Annual Report to Stockholders filed with the SEC on December 30, 2003 (included as Appendix H to the Joint Proxy Statement/Prospectus)

13.4

 

DutchFork Bancshares, Inc. Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004, filed with the SEC on March 17, 2004 (included as Appendix I to the Joint Proxy Statement/Prospectus)

23.1

 

Consent of Clifton D. Bodiford, CPA (filed herewith)

23.2

 

Consent of Clifton D. Bodiford, CPA (filed herewith)

23.3

 

Consent of Nelson Mullins Riley & Scarborough, L.L.P. (included with Exhibit 5.1 hereto)

23.4

 

Form of Consent of The Orr Group (filed herewith)

23.5

 

Form of Consent of Sandler O'Neill & Partners, L.P. (filed herewith)

24.1

 

Power of Attorney (filed herewith)

99.1

 

First Community's Form of Proxy (filed herewith)

99.2

 

DutchFork's Form of Proxy (filed herewith)


Item 22. Undertakings

(a)
The undersigned registrant hereby undertakes:

(1)
To file, during any period in which it offers or sales of securities, a post-effective amendment to this registration statement:

(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)
to reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent not more than a 20% change in the maximum offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii)
to include any additional or changed material information on the plan of distribution.

(2)
That, for determining liability under the Securities Act, treat each post-effective as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3)
To file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(b)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or

II-3


(c)
The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(d)
The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-4



SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly cased this duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lexington, State of South Carolina, on June 3, 2004.

    FIRST COMMUNITY CORPORATION

 

 

By:

 

/s/  
MICHAEL C. CRAPPS      
Michael C. Crapps
President and Chief Executive Officer

        We, the undersigned officers and directors of First Community Corporation hereby severally and individually, constitute and appoint Michael C. Crapps and Joseph G. Sawyer, the true and lawful attorneys-in-fact and agents (with full power of substitution in each case) of each of us to execute, in the name, place and stead of each of us (individually and in any capacity stated below), any and all amendments to this registration statement and all instruments necessary or advisable in connection therewith, and to file the same with the SEC, said attorneys-in-fact and agents to have power to act and to have full power and authority to do and perform, in the name and on behalf of each of the undersigned, every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person and we hereby ratify and confirm our signatures as they may be signed by or said attorneys-in-fact and agents to any and all such amendments and instruments. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following in the capacities and on the dates indicated.

SIGNATURE
  CAPACITY
  DATE

 

 

 

 

 
/s/  RICHARD K. BOGAN      
Richard K. Bogan
  Director   May 24, 2004


Thomas C. Brown

 

Director

 

 

/s/  
CHIMIN J. CHAO      
Chimin J. Chao

 

Director

 

June 3, 2004

/s/  
MICHAEL C. CRAPPS      
Michael C. Crapps

 

Director, President and Chief Executive Officer

 

June 3, 2004

/s/  
HINTON G. DAVIS      
Hinton G. Davis

 

Director

 

June 3, 2004

/s/  
ANITA B. EASTER      
Anita B. Easter

 

Director

 

June 3, 2004


O.A. Ethridge

 

Director

 

 

II-5



/s/  
GEORGE H. FANN, JR.      
George H. Fann, Jr.

 

Director

 

June 3, 2004

/s/  
W. JAMES KITCHENS, JR.      
W. James Kitchens, Jr.

 

Director

 

June 3, 2004

/s/  
JAMES C. LEVENTIS      
James C. Leventis

 

Director, Chairman of The Board and Secretary

 

June 3, 2004

/s/  
JOSEPH G. SAWYER      
Joseph G. Sawyer

 

Senior Vice President, Chief Financial and Accounting Officer

 

June 3, 2004


Loretta R. Whitehead

 

Director

 

 

/s/  
MITCHELL M. WILLOUGHBY      
Mitchell M. Willoughby

 

Director

 

June 3, 2004

II-6



Exhibit Index

Exhibit Number
  Description of Exhibit
2.1   Agreement and Plan of Merger by and between First Community Corporation and DutchFork Bancshares, Inc. dated as of April 12, 2004 (included as Appendix A to the Joint Proxy Statement/Prospectus)

3.1

 

Articles of Incorporation of First Community (incorporated by reference to Exhibit 3.1 to First Community's Registration Statement No. 33-86258 on Form S-1)

3.2

 

Bylaws of First Community (incorporated by reference to Exhibit 3.2 to First Community Registration Statement No. 33-86258 on Form S-1)

4.1

 

Provisions in First Community's Articles of Incorporation and Bylaws defining the rights of holders of First Community's Common Stock (incorporated by reference to Exhibit 4.1 to First Community's Registration Statement No. 33-86258 on Form S-1)

5.1

 

Opinion of Nelson Mullins Riley & Scarborough, L.L.P. regarding the legality of securities being registered (filed herewith)

8.1

 

Tax Opinion of Nelson Mullins Riley & Scarborough, L.L.P. (to be fined by amendment)

10.1

 

Employment Agreement dated June 1, 1994, by and between Michael C. Crapps and First Community (incorporated by reference to Exhibit 10.1 to First Community's Registration Statement No. 33-86258 on Form S-1)

10.2

 

Employment Agreement dated June 1, 1994, by and between James C. Leventis and First Community (incorporated by reference to Exhibit 10.2 to First Community's Registration Statement No. 33-86258 on Form S-1)

10.3

 

First Community Corporation 1999 Stock Incentive Plan (incorporated by reference to First Community's 1998 Annual Report and Form 10-KSB)

10.4

 

Employment Agreement dated September 2, 2002 by and between David K. Proctor and First Community (incorporated by reference to Exhibit 10.4 to First Community's 2002 Annual Report and Form 10-KSB)

10.5

 

Employment Agreement dated June 12, 2002 by and between Joseph G. Sawyer and First Community (incorporated by reference to Exhibit 10.5 to First Community's 2002 Annual Report and Form 10-KSB)

10.6

 

Employment, Consulting, and Noncompete Agreement between First Community Bank, N.A. and Steve P. Sligh dated April 1, 2004 (filed herewith)

10.7

 

Employment, Consulting, and Noncompete Agreement between First Community Bank, N.A. and J. Thomas Johnson dated April 1, 2004 (filed herewith)

10.8

 

Termination and Release Agreement between First Community Corporation, Newberry Federal Savings Bank, and James E. Wiseman dated April 12, 2004 (filed herewith)

10.9

 

Termination and Release Agreement between First Community Corporation, Newberry Federal Savings Bank, and Robert E. Livingston, III dated April 12, 2004 (filed herewith)

10.10

 

Termination and Release Agreement between First Community Corporation, Newberry Federal Savings Bank, and Robert W. Owen dated April 12, 2004 (filed herewith)

13.1

 

First Community Corporation Annual Report on Form 10-KSB for the year ended December 31, 2003 filed with the SEC on March 25, 2004 and amended on April 26, 2004 and April 28, 2004 (included as Appendix F to the Joint Proxy Statement/Prospectus)
     


13.2

 

First Community Corporation Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004 filed with the SEC on May 13, 2004 (included as Appendix G to the Joint Proxy Statement/Prospectus)

13.3

 

DutchFork Bancshares, Inc. 2003 Annual Report to Stockholders filed with the SEC on December 30, 2003 (included as Appendix H to the Joint Proxy Statement/Prospectus)

13.4

 

DutchFork Bancshares, Inc. Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004, filed with the SEC on March 17, 2004 (included as Appendix I to the Joint Proxy Statement/Prospectus)

23.1

 

Consent of Clifton D. Bodiford, CPA (filed herewith)

23.2

 

Consent of Clifton D. Bodiford, CPA (filed herewith)

23.3

 

Consent of Nelson Mullins Riley & Scarborough, L.L.P. (included with Exhibit 5.1 hereto)

23.4

 

Form of Consent of The Orr Group (filed herewith)

23.5

 

Form of Consent of Sandler O'Neill & Partners, L.P. (filed herewith)

24.1

 

Power of Attorney (filed herewith)

99.1

 

First Community's Form of Proxy (filed herewith)

99.2

 

DutchFork's Form of Proxy (filed herewith)



QuickLinks

PROPOSED MERGER OF FIRST COMMUNITY CORPORATION AND DUTCHFORK BANCSHARES, INC.
TABLE OF CONTENTS
QUESTIONS AND ANSWERS FOR ALL SHAREHOLDERS ABOUT THE MERGER
QUESTIONS AND ANSWERS FOR DUTCHFORK SHAREHOLDERS ABOUT ELECTING THE FORM OF MERGER CONSIDERATION
SUMMARY
RISK FACTORS
A WARNING ABOUT FORWARD-LOOKING STATEMENTS
COMPARATIVE PER SHARE DATA
MARKET PRICES AND DIVIDEND INFORMATION FIRST COMMUNITY
MARKET PRICES AND DIVIDEND INFORMATION DUTCHFORK BANCSHARES
FIRST COMMUNITY AND DUTCHFORK UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
First Community Corporation Unaudited Pro Forma Combined Condensed Balance Sheet At March 31, 2004
First Community Corporation Unaudited Pro Forma Combined Condensed Statement of Income For the 2003 Fiscal Year (Dollars in thousands, except per share amounts)
First Community Corporation Unaudited Pro Forma Combined Condensed Statement of Income For the 2004 Fiscal First Quarter (Dollars in thousands, except per share amounts)
THE SPECIAL MEETINGS OF SHAREHOLDERS
THE MERGER
DESCRIPTION OF FIRST COMMUNITY'S CAPITAL STOCK
COMPARISON OF THE RIGHTS OF SHAREHOLDERS
INDEMNIFICATION
INFORMATION ABOUT FIRST COMMUNITY CORPORATION
INFORMATION ABOUT DUTCHFORK BANCSHARES, INC.
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 12, 2004 BY AND BETWEEN FIRST COMMUNITY CORPORATION AND DUTCHFORK BANCSHARES, INC.
TITLE 33. CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS CHAPTER 13. DISSENTERS' RIGHTS ARTICLE 1. RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES S.C. Code Ann. § 33-13-101 (2002)
TITLE 8 Corporations CHAPTER 1. GENERAL CORPORATION LAW Subchapter IX. Merger, Consolidation or Conversion
EXPLANATORY NOTE
SIGNATURES
EXPLANATORY NOTE
Equity Compensation Plan Information
SIGNATURES
Exhibit List
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
FIRST COMMUNITY CORPORATION CONSOLIDATED BALANCE SHEETS
FIRST COMMUNITY CORPORATION CONSOLIDATED STATEMENTS OF INCOME
FIRST COMMUNITY CORPORATION Consolidated Statement of Changes in Shareholders' Equity and Comprehensive Income Three Months ended March 31, 2003 and March 31, 2004
FIRST COMMUNITY CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS
FIRST COMMUNITY CORPORATION Notes to Consolidated Financial Statements March 31, 2004
FIRST COMMUNITY CORPORATION Yields on Average Earning Assets and Rates on Average Interest-Bearing Liabilities
SIGNATURES
INDEX TO EXHIBITS
DutchFork Bancshares, Inc. and Subsidiaries Notes to Consolidated Financial Statements
PART I—FINANCIAL INFORMATION
SIGNATURES