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First Capital 10-Q 2006

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.2
  6. Ex-32.2
Form 10-Q
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


FORM 10-Q

 


(Mark One)

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

For the quarterly period ended JUNE 30, 2006

OR

 

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

For the transition period from              to             

Commission File No. 0-25023

 


First Capital, Inc.

(Exact name of registrant as specified in its charter)

 


 

Indiana   35-2056949

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

220 Federal Drive NW, Corydon, Indiana 47112

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number including area code 1-812-738-2198

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

 


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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.    Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,846,572 shares of common stock were outstanding as of July 31, 2006.

 



Table of Contents

FIRST CAPITAL, INC.

INDEX

 

         Page
Part I   Financial Information   
 

Item 1. Consolidated Financial Statements

  
 

Consolidated Balance Sheets as of June 30, 2006 and December 31, 2005 (unaudited)

   3
 

Consolidated Statements of Income for the three months and six months ended June 30, 2006 and 2005 (unaudited)

   4
 

Consolidated Statements of Cash Flows for the six months ended June 30, 2006 and 2005 (unaudited)

   5
 

Notes to consolidated financial statements (unaudited)

   6
 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

   10
 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

   16
 

Item 4. Controls and Procedures

   18
Part II   Other Information   
 

Item 1. Legal Proceedings

   19
 

Item 1A. Risk Factors

   19
 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

   19
 

Item 3. Defaults Upon Senior Securities

   20
 

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

   20
 

Item 5. Other Information

   20
 

Item 6. Exhibits

   21
Signatures      22

 

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Table of Contents

PART I - FINANCIAL INFORMATION

FIRST CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

     June 30,
2006
    December 31,
2005
 
     (In thousands)  

ASSETS

    

Cash and due from banks

   $ 12,968     $ 12,625  

Interest bearing deposits with banks

     3,042       1,780  

Fed funds sold

     271       268  
                

Total cash and cash equivalents

     16,281       14,673  

Securities available for sale, at fair value

     69,631       75,721  

Securities-held to maturity

     1,157       1,194  

Loans, net

     335,236       322,453  

Loans held for sale

     1,082       —    

Federal Home Loan Bank stock, at cost

     3,746       3,746  

Foreclosed real estate

     677       749  

Premises and equipment

     9,129       9,287  

Accrued interest receivable

     2,415       2,462  

Cash value of life insurance

     1,328       1,308  

Goodwill

     5,386       5,386  

Core deposit intangibles

     426       463  

Other assets

     1,455       912  
                

Total Assets

   $ 447,949     $ 438,354  
                

LIABILITIES

    

Deposits:

    

Noninterest-bearing

   $ 35,774     $ 35,110  

Interest-bearing

     286,476       282,154  
                

Total Deposits

     322,250       317,264  

Retail repurchase agreements

     24,346       10,704  

Advances from Federal Home Loan Bank

     56,049       65,947  

Accrued interest payable

     1,654       1,498  

Accrued expenses and other liabilities

     1,127       984  
                

Total Liabilities

     405,426       396,397  
                

STOCKHOLDERS’ EQUITY

    

Preferred stock of $.01 par value per share Authorized 1,000,000 shares; none issued

     —         —    

Common stock of $.01 par value per share Authorized 5,000,000 shares; issued 3,113,358 shares (2,852,509 shares in 2005)

     31       29  

Additional paid-in capital

     23,596       19,403  

Retained earnings-substantially restricted

     25,863       28,989  

Unearned ESOP shares

     (205 )     (246 )

Unearned stock compensation

     (1 )     (2 )

Accumulated other comprehensive income

     (1,267 )     (766 )

Less treasury stock, at cost - 266,786 shares (264,398 shares in 2005)

     (5,494 )     (5,450 )
                

Total Stockholders’ Equity

     42,523       41,957  
                

Total Liabilities and Stockholders’ Equity

   $ 447,949     $ 438,354  
                

See accompanying notes to consolidated financial statements.

 

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Table of Contents

PART I - FINANCIAL INFORMATION

FIRST CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

     Three Months Ended
June 30,
   Six Months Ended
June 30,
 
     2006     2005    2006     2005  
     (In thousands, except per share data)  

INTEREST INCOME

         

Loans, including fees

   $ 5,663     $ 5,029    $ 11,099     $ 9,917  

Securities:

         

Taxable

     568       563      1,164       1,051  

Tax-exempt

     180       161      349       319  

Federal Home Loan Bank dividends

     47       39      93       78  

Fed funds sold and interest bearing deposits with banks

     36       73      80       120  
                               

Total interest income

     6,494       5,865      12,785       11,485  

INTEREST EXPENSE

         

Deposits

     2,142       1,701      4,160       3,298  

Retail repurchase agreements

     189       62      326       78  

Advances from Federal Home Loan Bank

     692       774      1,400       1,562  
                               

Total interest expense

     3,023       2,537      5,886       4,938  

Net interest income

     3,471       3,328      6,899       6,547  

Provision for loan losses

     200       163      370       313  
                               

Net interest income after provision for loan losses

     3,271       3,165      6,529       6,234  

NON-INTEREST INCOME

         

Service charges on deposit accounts

     613       523      1,158       1,032  

Commission income

     84       61      170       190  

Gain on sale of mortgage loans

     63       79      113       166  

Mortgage brokerage fees

     35       52      66       94  

Other income

     14       40      39       59  
                               

Total non-interest income

     809       755      1,546       1,541  
                               

NON-INTEREST EXPENSE

         

Compensation and benefits

     1,546       1,439      3,046       2,950  

Occupancy and equipment

     297       297      577       566  

Data processing

     145       184      306       383  

Professional fees

     90       100      199       185  

Advertising

     88       90      173       155  

Other operating expenses

     511       482      959       944  
                               

Total non-interest expense

     2,677       2,592      5,260       5,183  
                               

Income before income taxes

     1,403       1,328      2,815       2,592  

Income tax expense

     467       456      945       864  
                               

Net Income

   $ 936     $ 872    $ 1,870     $ 1,728  

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX

         

Unrealized gain (loss) on securities:

         

Unrealized holding gains (losses) arising during the period

     (373 )     497      (501 )     (142 )

Less: reclassification adjustment

     —         —        —         —    
                               

Other comprehensive income (loss)

     (373 )     497      (501 )     (142 )
                               

Comprehensive Income

   $ 563     $ 1,369    $ 1,369     $ 1,586  
                               

Net income per common share, basic

   $ 0.33     $ 0.31    $ 0.66     $ 0.61  
                               

Net income per common share, diluted

   $ 0.33     $ 0.31    $ 0.66     $ 0.61  
                               

See accompanying notes to consolidated financial statements.

 

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Table of Contents

PART I - FINANCIAL INFORMATION

FIRST CAPITAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

     Six Months Ended
June 30,
 
     2006     2005  
     (In thousands)  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net income

   $ 1,870     $ 1,728  

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

    

Amortization of premiums and accretion of discounts

     17       74  

Depreciation and amortization expense

     364       423  

Deferred income taxes

     (112 )     223  

ESOP and stock compensation expense

     93       81  

Increase in cash value of life insurance

     (19 )     (20 )

Provision for loan losses

     370       313  

Proceeds from sales of mortgage loans

     7,314       11,108  

Mortgage loans originated for sale

     (8,283 )     (11,455 )

Net gain on sale of mortgage loans

     (113 )     (166 )

Stock dividends on Federal Home Loan Bank stock

     —         (78 )

(Increase) decrease in accrued interest receivable

     47       (244 )

Increase in accrued interest payable

     156       81  

Net change in other assets/liabilities

     10       (239 )
                

Net Cash Provided By Operating Activities

     1,714       1,829  
                

CASH FLOWS FROM INVESTING ACTIVITIES

    

Purchase of securities available for sale

     (4,055 )     (19,466 )

Proceeds from maturities of securities available for sale

     7,411       5,115  

Proceeds from maturities of securities held to maturity

     23       12  

Principal collected on mortgage-backed securities

     1,934       2,539  

Net increase in loans receivable

     (13,412 )     (158 )

Proceeds from sale of foreclosed real estate

     331       565  

Purchase of premises and equipment

     (171 )     (73 )
                

Net Cash Used In Investing Activities

     (7,939 )     (11,466 )
                

CASH FLOWS FROM FINANCING ACTIVITIES

    

Net increase in deposits

     4,985       7,892  

Net decrease in advances from Federal Home Loan Bank

     (9,898 )     (3,826 )

Net increase in retail repurchase agreements

     13,642       8,075  

Exercise of stock options

     19       45  

Purchase of treasury stock

     (43 )     (103 )

Dividends paid

     (872 )     (769 )
                

Net Cash Provided By Financing Activities

     7,833       11,314  
                

Net Increase in Cash and Cash Equivalents

     1,608       1,677  

Cash and cash equivalents at beginning of period

     14,673       17,425  
                

Cash and Cash Equivalents at End of Period

   $ 16,281     $ 19,102  
                

See accompanying notes to consolidated financial statements.

 

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Table of Contents

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1. Presentation of Interim Information

First Capital, Inc. (“Company”) is the holding company for First Harrison Bank (“Bank”). The information presented in this report relates primarily to the Bank’s operations. The Bank has three wholly-owned subsidiaries that manage a portion of its investment securities portfolio. First Harrison Investments, Inc. and First Harrison Holdings, Inc. are Nevada corporations that jointly own First Harrison, LLC, a Nevada limited liability corporation that holds and manages an investment portfolio.

In the opinion of management, the unaudited consolidated financial statements include all normal adjustments considered necessary to present fairly the financial position as of June 30, 2006, and the results of operations for the three and six months ended June 30, 2006 and 2005 and cash flows for the six months ended June 30, 2006 and 2005. All of these adjustments are of a normal, recurring nature. Such adjustments are the only adjustments included in the unaudited consolidated financial statements. Interim results are not necessarily indicative of results for a full year.

The accompanying unaudited consolidated financial statements and notes have been prepared in accordance with generally accepted accounting principles for interim financial statements and are presented as permitted by the instructions to Form 10-Q. Accordingly, they do not contain certain information included in the Company’s annual audited consolidated financial statements and related footnotes for the year ended December 31, 2005 included in the Form 10-K.

The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

 

2. Comprehensive Income

Comprehensive income is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Comprehensive income for the Company includes net income and other comprehensive income representing the net unrealized gains and losses on securities available for sale. The following tables set forth the components of other comprehensive income and the allocated tax amounts for the three and six months ended June 30, 2006 and 2005:

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2006     2005     2006     2005  
     (In thousands)     (In thousands)  

Unrealized gains (losses) on securities:

        

Unrealized holding gains (losses) arising during the period

   $ (617 )   $ 823     $ (830 )   $ (236 )

Income tax (expense) benefit

     244       (326 )     329       94  
                                

Net of tax amount

     (373 )     497       (501 )     (142 )

Less: reclassification adjustment for gains included in net income

     —         —         —         —    

Income tax benefit

     —         —         —         —    
                                

Net of tax amount

     —         —         —         —    
                                

Other comprehensive income (loss)

   $ (373 )   $ 497     $ (501 )   $ (142 )
                                

 

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Table of Contents

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

3. Supplemental Disclosure for Earnings Per Share

(As restated for the stock dividend declared on June 19, 2006)

 

     Three Months Ended    Six Months Ended
     6/30/2006    6/30/2005    6/30/2006    6/30/2005
     (Dollars in thousands, except for per share data)

Basic

           

Earnings:

           

Net income

   $ 936    $ 872    $ 1,870    $ 1,728
                           

Shares:

           

Weighted average common shares outstanding

     2,822,982      2,822,817      2,821,929      2,821,866
                           

Net income per common share, basic

   $ 0.33    $ 0.31    $ 0.66    $ 0.61
                           

Diluted

           

Earnings:

           

Net income

   $ 936    $ 872    $ 1,870    $ 1,728
                           

Shares:

           

Weighted average common shares outstanding

     2,822,982      2,822,817      2,821,929      2,821,866

Add: Dilutive effect of outstanding options

     26,990      28,272      27,084      29,115

Add: Dilutive effect of restricted stock

     43      61      62      343
                           

Weighted average common shares outstanding, as adjusted

     2,850,015      2,851,150      2,849,075      2,851,324
                           

Net income per common share, diluted

   $ 0.33    $ 0.31    $ 0.66    $ 0.61
                           

 

4. Stock Option Plan

Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (“SFAS”) 123R, a revision of SFAS 123, Accounting for Stock-Based Compensation. The Company’s stock option plan was previously accounted for in accordance with the provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees, and, as such, no stock-based employee compensation cost was reflected in net income because all options granted under the stock option plan had an exercise price equal to the market value of the underlying common stock on the date of grant. The Company adopted SFAS 123R using the modified prospective method and, as such, results from prior periods have not been restated. Under the statement’s transition provisions, compensation cost is recognized on or after the effective date for the portion of outstanding awards, for which the requisite service has not yet been rendered, based on the grant date fair value of those awards calculated under the statement.

 

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Table of Contents

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company recognized compensation expense of $16,000 and $8,000 for the six month and three month periods ended June 30, 2006, respectively, related to the stock option plan as expense is recognized ratably over the five-year vesting period of the options. At June 30, 2006, there was $94,000 of unrecognized compensation expense related to nonvested stock options, which will be recognized over the remaining vesting period. The Black-Scholes option pricing model was used to determine the fair value of the options granted.

The following table illustrates the effect on net income and earnings per share as if the Company had applied the fair value recognition provisions of SFAS No. 123R to stock-based employee compensation in 2005.

 

     Three Months
Ended
    Six Months
Ended
 
     June 30, 2005  
     (In thousands, except per
share data)
 

Net Income, as reported

   $ 872     $ 1,728  

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

     (6 )     (12 )
                

Pro forma net income

   $ 866     $ 1,716  
                

Earnings per share:

    

Basic - as reported

   $ 0.31     $ 0.61  

Basic - pro forma

   $ 0.31     $ 0.61  

Diluted - as reported

   $ 0.31     $ 0.61  

Diluted - pro forma

   $ 0.30     $ 0.60  

 

5. Supplemental Disclosures of Cash Flow Information

 

     Six Months Ended
June 30,
     2006    2005
     (In thousands)

Cash payments for:

     

Interest

   $ 5,730    $ 4,857

Taxes

     1,117      767

Noncash investing activities:

     

Transfers from loans to real estate acquired through foreclosure

     248      764

 

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Table of Contents

FIRST CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

6. Recent Accounting Pronouncements

The following are summaries of recently issued accounting pronouncements that impact the accounting and reporting practices of the Company:

In December 2004, FASB revised SFAS 123, Share-Based Payment. SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements based on the grant date fair value of the award. This statement was effective for the Company’s stock option plan awards effective January 1, 2006. (See Note 4) The adoption of this statement did not have a material impact on the Company’s financial condition or results of operations.

In May 2005, FASB issued SFAS 154, Accounting Changes and Error Corrections. The statement replaces APB Opinion No. 20 (APB 20), Accounting Changes, and SFAS 3, Reporting Accounting Changes in Interim Financial Statements, and applies to all voluntary changes in accounting principles and changes required by an accounting pronouncement that does not include specific transition provisions. The statement requires retrospective application of most voluntary changes in accounting principles, so that those changes will be reflected in financial statements presented for comparative purposes. The statement carries forward the guidance contained in APB 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate. SFAS 154 is effective for accounting changes made in fiscal years beginning after December 15, 2005 (January 1, 2006 for First Capital, Inc.). The adoption of this statement is not expected to have a material impact on the Company’s financial condition or results of operations.

In March 2006, FASB issued SFAS 156, Accounting for Servicing of Financial Assets. The guidance in SFAS 156 amends the guidance in SFAS 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. Specifically, the guidance in SFAS 156 addresses the recognition and measurement of separately-recognized servicing assets and liabilities and provides an approach to simplify efforts to obtain hedge-like accounting. The guidance clarifies when an obligation to service financial assets should be recognized separately as a servicing asset or a servicing liability and requires that a separately-recognized servicing asset or servicing liability initially be measured at fair value. The guidance further permits an entity with a separately-recognized servicing asset or servicing liability to choose either the amortization method or the fair value method for subsequent measurement. The statement is effective for all separately-recognized servicing assets and liabilities acquired or issued after the beginning of the fiscal year that begins after September 15, 2006 with early implementation permitted. The adoption of this statement is not expected to have a material impact on the Company’s financial condition or results of operations.

 

7. Stock Dividend

On June 19, 2006, the Company declared a 10% stock dividend payable on or about August 8, 2006 to shareholders of record as of the close of business on July 19, 2006. Based on the number of common shares outstanding on the record date, the Company issued 258,779 new shares. The fair market value of the additional shares issued, aggregating $4.1 million, was charged to retained earnings, and common stock and additional paid-in capital were increased by $3,000 and $4.1 million, respectively. All references in the accompanying financial statements to the number of common shares and per share amounts are based on the increased number of shares giving retroactive effect to the stock dividend.

 

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Table of Contents

PART I - ITEM 2

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC.

Safe Harbor Statement for Forward-Looking Statements

This report may contain forward-looking statements within the meaning of the federal securities laws. These statements are not historical facts; rather they are statements based on the Company’s current expectations regarding its business strategies and their intended results and its future performance. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions.

Forward-looking statements are not guarantees of future performance. Numerous risks and uncertainties could cause or contribute to the Company’s actual results, performance and achievements being materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; legislative and regulatory changes; the quality and composition of the loan and investment securities portfolio; loan demand; deposit flows; competition; and changes in accounting principles and guidelines. Additional factors that may affect our results are discussed in our Annual Report on Form 10-K for the year ended December 31, 2005 under “Item 1A. Risk Factors.” These factors should be considered in evaluating the forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, the Company assumes no obligation and disclaims any obligation to update any forward-looking statements.

Critical Accounting Policies

During the six months ended June 30, 2006, there was no significant change in the Company’s critical accounting policies or the application of critical accounting policies as presented in the annual report on Form 10-K for the year ended December 31, 2005.

Financial Condition

Total assets increased from $438.4 million at December 31, 2005 to $447.9 million at June 30, 2006, an increase of 2.2%.

Net loans receivable (excluding loans held for sale) increased $12.8 million from $322.5 million at December 31, 2005 to $335.2 million at June 30, 2006. Installment loans increased $5.9 million during the period while residential and commercial mortgages increased $2.8 million and $2.3 million, respectively. Adjustable rate loans increased $4.7 million during the period.

Securities available for sale decreased $6.1 million from $75.7 million at December 31, 2005 to $69.6 million at June 30, 2006. Maturities and principal repayments of these securities totaled $7.4 million and $1.9 million, respectively. Purchases of $4.1 million of securities classified as available for sale were made during the period. Due to increasing market interest rates, the portfolio experienced an unrealized loss in market value of $797,000 during the six months ended June 30, 2006.

 

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Table of Contents

PART I - ITEM 2

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC.

Investment securities held-to-maturity decreased $37,000 primarily due to principal repayments of $23,000 and maturities of $13,000.

Cash and cash equivalents increased from $14.7 million at December 31, 2005 to $16.3 million at June 30, 2006. Interest bearing deposits with banks increased $1.3 million during the period while cash and due from banks increased $343,000.

Total deposits increased 1.6% from $317.3 million at December 31, 2005 to $322.3 million at June 30, 2006. Time deposits increased $6.5 million during the period as customers took advantage of increasing market rates by moving funds into certificates of deposit. Interest-bearing checking and savings accounts decreased $2.2 million primarily due to a local municipality withdrawing $5 million from a money market account.

Federal Home Loan Bank borrowings decreased from $65.9 million at December 31, 2005 to $56.0 million at June 30, 2006. New advances of $14.0 million were offset by principal repayments of $23.9 million.

Retail repurchase agreements increased from $10.7 million at December 31, 2005 to $24.3 million at June 30, 2006. This increase was primarily due to the Bank’s successful efforts to acquire local public funds which are held in retail repurchase accounts due to sweep agreements.

Total stockholders’ equity increased from $42.0 million at December 31, 2005 to $42.5 million at June 30, 2006. This increase was primarily the result of retained net income of $1.0 million offset by a net unrealized loss of $501,000 on securities available for sale.

Results of Operations

Net Income for the six-month periods ended June 30, 2006 and 2005. Net income was $1.9 million ($0.66 per share diluted) for the six months ended June 30, 2006 compared to $1.7 million ($0.61 per share diluted) for the six months ended June 30, 2005. The earnings per share figures for 2005 have been restated to reflect the ten percent (10%) stock dividend the Company declared on June 19, 2006. The Company experienced an increase in net interest income after the provision for loan losses offset by an increase in noninterest expenses.

Net Income for the three-month periods ended June 30, 2006 and 2005. Net income was $936,000 ($0.33 per share diluted) for the three months ended June 30, 2006 compared to $872,000 ($0.31 per share diluted) for the same period in 2005. Again, the earnings per share figure for 2005 reflects the stock dividend discussed above. Increases in net interest income after the provision for loan losses and noninterest income were partially offset by an increase in noninterest expenses.

 

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Table of Contents

PART I - ITEM 2

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC.

Net interest income for the six-month periods ended June 30, 2006 and 2005. Net interest income increased $352,000 to $6.9 million in 2006 compared to $6.5 million in 2005.

Total interest income increased $1.3 million during the six months ended June 30, 2006 compared to the same period in 2005. The average balance of interest-earning assets and their tax-equivalent yield increased from $400.0 million and 5.83% in 2005 to $413.3 million and 6.30% in 2006. This increase in yield is due to the general increase in market interest rates, as well as the increase of loans as a percentage of the Bank’s earning assets.

Total interest expense increased $948,000 during the six months ended June 30, 2006 compared to the six months ended June 30, 2005. The average balance of interest-bearing liabilities increased from $351.0 million in 2005 to $361.9 million in 2006 while the average rate on these liabilities increased from 2.81% in 2005 to 3.25% in 2006. As a result, the Bank’s tax-equivalent interest rate spread increased from 3.02% during the first six months of 2005 to 3.05% for the same period in 2006.

Net interest income for the three-month periods ended June 30, 2006 and 2005. Net interest income increased from $3.3 million for the three months ended June 30, 2005 to $3.5 million for the same period in 2006 primarily due to growth in interest-earning assets and an increase in the tax-equivalent interest rate spread.

Total interest income increased $629,000 for the three months ended June 30, 2006 compared to the same period in 2005. This increase was caused by increases in the average balance of interest-earning assets and the tax-equivalent yield on those assets. For the quarter ended June 30, 2005, those totaled $404.1 million and 5.89%, respectively, but increased during the same period in 2006 to $415.6 million and 6.37%, respectively.

Total interest expense increased $486,000 for the three months ended June 30, 2006 compared to the same period in 2005. While the average balance of interest-bearing liabilities increased from $353.5 million in 2005 to $363.3 million in 2006, the average cost of these liabilities increased from 2.87% in 2005 to 3.33% in 2006. As a result, the tax-equivalent interest rate spread increased from 3.02% in the three-month period ended June 30, 2005 to 3.04% during the same period in 2006.

Provision for loan losses. The provision for loan losses was $200,000 for the three-month period ended June 30, 2006 as compared to $163,000 for the same period in 2005. Net charge offs amounted to $148,000 and $281,000 for the three-month periods ended June 30, 2006 and 2005, respectively. The provision for loan losses was $370,000 for the six-month period ended June 30, 2006 as compared to $313,000 for the same period in 2005. During the six-month period ended June 30, 2006, gross loans receivable increased $12.9 million while net charge offs amounted to $185,000. Net charge offs totaled $681,000 for the six-month period ended June 30, 2005. As stated earlier in this report, installment loans increased $5.9 million during the six-month period ended June 30, 2006, while residential and commercial mortgages increased $2.8 million and $2.3 million, respectively. The consistent application of management’s allowance methodology resulted in an increase in the provision for loan losses due to growth in the loan portfolio.

 

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Table of Contents

PART I - ITEM 2

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC.

Provisions for loan losses are charges to earnings to maintain the total allowance for loan losses at a level considered reasonable by management to provide for probable known and inherent loan losses based on management’s evaluation of the collectibility of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specified impaired loans and economic conditions. 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 Bank’s control. While the Bank maintains the allowance for loan losses at a level that 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 the estimated amounts.

The methodology used in determining the allowance for loan losses includes segmenting the loan portfolio by identifying risk characteristics common to groups of loans, determining and measuring impairment of individual loans based on the present value of expected future cash flows or the fair value of collateral, and determining and measuring impairment for groups of loans with similar characteristics by applying loss factors that consider the qualitative factors which may affect the loss rates.

The allowance for loan losses was $2.3 million at June 30, 2006 compared to $2.1 million at December 31, 2005. Management has deemed these amounts as adequate on those dates based on its best estimate of probable known and inherent loan losses. At June 30, 2006, nonperforming loans amounted to $3.4 million compared to $3.2 million at December 31, 2005. Included in nonperforming loans are loans over 90 days past due secured by residential mortgages in the amount of $1.1 million, commercial mortgages of $169,000, commercial loans amounting to $147,000 and consumer loans of $16,000. These loans are accruing interest as the estimated value of the collateral and collection efforts are deemed sufficient to ensure full recovery. At both June 30, 2006 and December 31, 2005, nonaccrual loans amounted to $1.9 million.

Noninterest income for the six-month periods ended June 30, 2006 and 2005. Noninterest income remained at $1.5 million for the six months ended June 30, 2006 and 2005. Service charges on deposit accounts increased $126,000 when comparing the two periods while gains on mortgage sales and mortgage brokerage fees decreased $53,000 and $28,000, respectively.

Noninterest income for the three-month periods ended June 30, 2006 and 2005. Noninterest income for the quarter ended June 30, 2006 increased to $809,000 compared to $755,000 for the quarter ended June 30, 2005. Service charges on deposits increased $90,000 as the Bank increased fees on deposit accounts in the first quarter of 2006.

Noninterest expense for the six-month periods ended June 30, 2006 and 2005. Noninterest expense increased 1.5% to $5.3 million for the six months ended June 30, 2006 compared to the same period in 2005. The bulk of that increase was in compensation and benefit expenses, which increased $96,000 when comparing the two periods. This was due to an increase in lending personnel, as well as normal salary and benefit increases.

Data processing expenses decreased $77,000 during the six months ended June 30, 2006 as compared to the same period in 2005 due to decreases in equipment depreciation and lower fees associated with electronic banking.

 

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Table of Contents

PART I - ITEM 2

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC.

Noninterest expense for the three-month periods ended June 30, 2006 and 2005. Noninterest expense for the quarter ended June 30, 2006 increased 3.3% to $2.7 million compared to $2.6 million for the quarter ended June 30, 2005. This increase was primarily due to an increase in compensation and benefits partially offset by a reduction in data processing fees.

Income tax expense. Income tax expense for the six-month period ended June 30, 2006 was $945,000, compared to $864,000 for the same period in 2005. The effective tax rate increased from 33.3% in 2005 to 33.6% in 2006. Income tax expense for the three-month period ended June 30, 2006 was $467,000, compared to $456,000 for the same quarter in 2005. The effective tax rate was 34.3% for the second quarter in 2005 compared to 33.3% for the same period in 2006.

Liquidity and Capital Resources

The Bank’s primary sources of funds are customer deposits, proceeds from loan repayments, maturing securities and FHLB advances. While loan repayments and maturities are a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by market interest rates, general economic conditions and competition. At June 30, 2006, the Bank had cash and cash equivalents of $16.3 million and securities available-for-sale with a fair value of $69.6 million. If the Bank requires funds beyond its ability to generate them internally, it has additional borrowing capacity with the FHLB of Indianapolis and additional collateral eligible for repurchase agreements.

The Bank’s primary investing activity is the origination of one-to-four family mortgage loans and, to a lesser extent, consumer, multi-family, commercial real estate and residential construction loans. The Bank also invests in U.S. Government and agency securities and mortgage-backed securities issued by U.S. Government agencies.

The Bank must maintain an adequate level of liquidity to ensure the availability of sufficient funds to support loan growth and deposit withdrawals, to satisfy financial commitments and to take advantage of investment opportunities. Historically, the Bank has been able to retain a significant amount of its deposits as they mature.

The Bank is required to maintain specific amounts of capital pursuant to OTS regulatory requirements. As of June 30, 2006, the Bank was in compliance with all regulatory capital requirements, which were effective as of such date with tangible, core and risk-based capital ratios of 8.2%, 8.2% and 13.6%, respectively. The regulatory requirements at that date were 1.5%, 3.0% and 8.0%, respectively. At June 30, 2006, the Bank was considered “well-capitalized” under applicable regulatory guidelines.

 

- 14 -


Table of Contents

PART I - ITEM 2

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

FIRST CAPITAL, INC.

Off-Balance Sheet Arrangements

In the normal course of operations, the Company engages in a variety of financial transactions that, in accordance with generally accepted accounting principles, are not recorded on the Company’s financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are primarily used to manage customers’ requests for funding and take the form of loan commitments and letters of credit. A further presentation of the Company’s off-balance sheet arrangements is presented in the Company’s 2005 Annual Report to Stockholders, filed as an exhibit to the Form 10-K for the year ended December 31, 2005.

For the six months ended June 30, 2006, the Company did not engage in any off-balance sheet transactions reasonably likely to have a material effect on the Company’s financial condition, results of operations or cash flows.

 

- 15 -


Table of Contents

PART I – ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

FIRST CAPITAL, INC.

Qualitative Aspects of Market Risk. The Bank’s principal financial objective is to achieve long-term profitability while reducing its exposure to fluctuating market interest rates. 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. In order to reduce the exposure to interest rate fluctuations, the Bank has developed strategies to manage its liquidity, shorten its effective maturities of certain interest-earning assets and decrease the interest rate sensitivity of its asset base. Management has sought to decrease the average maturity of its assets by emphasizing the origination of short-term commercial and consumer loans, all of which are retained by the Bank for its portfolio. The Bank relies on retail deposits as its primary source of funds. Management believes retail deposits, compared to brokered deposits, reduce the effects of interest rate fluctuations because they generally represent a more stable source of funds.

Quantitative Aspects of Market Risk. The Bank does not maintain a trading account for any class of financial instrument nor does the Bank engage in hedging activities or purchase high-risk derivative instruments. Furthermore, the Bank is not subject to foreign currency exchange rate risk or commodity price risk.

The Bank uses interest rate sensitivity analysis to measure its interest rate risk by computing changes in net portfolio value (“NPV”) of its cash flows from assets, liabilities and off-balance sheet items in the event of a range of assumed changes in market interest rates. NPV represents the market value of portfolio equity and is equal to the market value of assets minus the market value of liabilities, with adjustments made for off-balance sheet items. This analysis assesses the risk of loss in market risk sensitive instruments in the event of a sudden and sustained 100 to 300 basis point increase or decrease in market interest rates with no effect given to any steps that management might take to counter the effect of that interest rate movement. Using data compiled by the OTS, the Bank receives a report that measures interest rate risk by modeling the change in NPV over a variety of interest rate scenarios.

The following tables are provided by the OTS and set forth the change in the Bank’s NPV at December 31, 2005 and March 31, 2006, based on OTS assumptions that would occur in the event of an immediate change in interest rates, with no effect given to any steps that management might take to counteract that change. Given the timing of the release of this information by the OTS, information as of June 30, 2006 is unavailable for inclusion in this report.

 

- 16 -


Table of Contents

PART I – ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

FIRST CAPITAL, INC.

 

     At December 31, 2005  
     Net Portfolio Value    

Net Portfolio Value as a

Percent of Present Value of Assets

 

Change

In Rates

  

Dollar

Amount

  

Dollar

Change

   

Percent

Change

   
          NPV Ratio     Change  
     (Dollars in thousands)  

300bp

   $ 39,849    $ (12,408 )   (24 )%   9.33 %   (230 )bp

200bp

     44,647      (7,610 )   (15 )   10.27     (136 )bp

100bp

     49,055      (3,202 )   (6 )   11.09     (54 )bp

Static

     52,257      —       —       11.63     —   bp

(100)bp

     52,955      698     1     11.66     3 bp

(200)bp

     50,286      (1,971 )   (4 )   11.03     (60 )bp
     At March 31, 2006  
     Net Portfolio Value    

Net Portfolio Value as a

Percent of Present Value of Assets

 

Change

In Rates

  

Dollar

Amount

  

Dollar

Change

   

Percent

Change

   
          NPV Ratio     Change  
     (Dollars in thousands)  

300bp

   $ 36,973    $ (15,631 )   (30 )%   8.61 %   (298 )bp

200bp

     42,605      (9,999 )   (19 )   9.73     (186 )bp

100bp

     48,062      (4,542 )   (9 )   10.77     (82 )bp

Static

     52,604      —       —       11.59     —   bp

(100)bp

     55,262      2,658     5     12.00     41 bp

(200)bp

     54,468      1,864     4     11.75     16 bp

The preceding tables indicate that in the event of a sudden and sustained increase or decrease in prevailing market interest rates, the Bank’s NPV would be expected to decrease. The expected decrease in the Bank’s NPV is primarily attributable to the relatively high percentage of fixed-rate loans in the Bank’s loan portfolio. At June 30, 2006, approximately 66% of the loan portfolio consisted of fixed-rate loans.

Certain assumptions utilized by the OTS in assessing the interest rate risk of savings associations within its region were utilized in preparing the preceding table. 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 that restrict changes in interest rates on a short-term basis and over the life of the asset. Further, in the event of a change in interest rates, expected rates of prepayments on loans and early withdrawals from certificates of deposit could deviate significantly from those assumed in calculating the table.

 

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Table of Contents

PART I - ITEM 4

CONTROLS AND PROCEDURES

FIRST CAPITAL, INC.

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) promulgated 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.

 

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Table of Contents

PART II

OTHER INFORMATION

FIRST CAPITAL, INC.

 

Item 1. Legal Proceedings

The Company is not a party to any legal proceedings. Periodically, there have been various claims and lawsuits involving the Bank, mainly as a plaintiff, such as claims to enforce liens, condemnation proceedings on properties in which the Bank holds security interests, claims involving the making and servicing of real property loans and other issues incident to the Bank’s business. The Bank is not a party to any pending legal proceedings that it believes would have a material adverse affect on its financial condition or operations.

 

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2005, which could materially affect our business, financial condition or future results. There have been no material changes to the risk factors described in our Annual Report on Form 10-K, however these are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

 

Period

   (a) Total
Number
of Shares
Purchased
   (b) Average
Price Paid
Per Share
   (c)Total
Number
of Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
   (d) Maximum
Number
of Shares
that May Yet
Be Purchased
Under the
Plans or
Programs

April 1 through April 30, 2006

   716    $ 18.88    716    78,440

May 1 through May 31, 2006

   212    $ 18.81    212    78,228

June 1 through June 30, 2006

   —        —      —      78,228

Total

   928    $ 18.86    928    78,228

 

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Table of Contents

PART II

OTHER INFORMATION

FIRST CAPITAL, INC.

On January 4, 2001, the Company announced a stock repurchase program to purchase up to 101,000 shares of its outstanding common stock. On September 30, 2002, the Board of Directors authorized an increase in the stock repurchase program in connection with the merger of Hometown Bancshares whereby the Company would purchase up to 345,000 shares of its outstanding common stock. The stock repurchase program expires upon the purchase of the maximum number of shares authorized under the program.

 

Item 3. Defaults upon Senior Securities

Not applicable.

 

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

The Annual Meeting of Stockholders of the Company was held on April 19, 2006. There were 2,588,029 shares entitled to vote at the time of the annual meeting. Holders of 1,940,560 shares were represented at the meeting. The results of the vote on the matters presented at the meeting were as follows:

 

  1. The following individuals were elected as directors:

 

Name

   Vote For    Vote Withheld    Term to
Expire

John W. Buschemeyer

   1,852,409    88,151    2009

Kenneth R. Saulman

   1,850,087    90,389    2009

Kathryn W. Ernstberger

   1,900,067    40,493    2009

The terms of directors Samuel E. Uhl, Mark D. Shireman, Michael L. Shireman, James S. Burden, James E. Nett, J. Gordon Pendleton, Dennis L. Huber, Gerald L. Uhl and William W. Harrod continued after the annual meeting.

 

  2. The appointment of Monroe Shine & Co., Inc. as auditors for the Company for the fiscal year ending December 31, 2006 was ratified by stockholders by the following vote:

 

For 1,923,035; Against 3,139; Abstain 14,386

 

Item 5. Other Information

None.

 

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Table of Contents

PART II

OTHER INFORMATION

FIRST CAPITAL, INC.

 

Item 6. Exhibits

 

3.1   Articles of Incorporation of First Capital, Inc. (1)
3.2   Second Amended and Restated Bylaws of First Capital, Inc. (6)
10.1   Employment Agreement with J. Gordon Pendleton (3)
10.2   Employment Agreement with Samuel E. Uhl (2)
10.3   Employment Agreement with Michael C. Frederick (2)
10.4   Employment Agreement with Joel E. Voyles (2)
10.5   Employee Severance Compensation Plan (3)
10.6   First Federal Bank, A Federal Savings Bank 1994 Stock Option Plan (as assumed by First Capital, Inc. effective December 31, 1998) (4)
10.7   First Capital, Inc. 1999 Stock-Based Incentive Plan (5)
10.8   1998 Officers’ and Key Employees’ Stock Option Plan for HCB Bancorp (5)
10.9   Employment Agreement with William W. Harrod (2)
11.0   Statement Regarding Computation of Per Share Earnings (incorporated by reference to Note 4 of the Unaudited Consolidated Financial contained herein)
31.1   Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2   Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1   Section 1350 Certification of Chief Executive Officer
32.2   Section 1350 Certification of Chief Financial Officer

(1) Incorporated by reference from the Exhibits filed with the Registration Statement on Form SB-2, and any amendments thereto, Registration No. 333-63515.
(2) Incorporated by reference to the Annual Report on Form 10-KSB for the year ended December 31, 1999.
(3) Incorporated by reference to the Quarterly Report on Form 10-QSB for the quarter ended December 31, 1998.
(4) Incorporated by reference from the Exhibits filed with the Registration Statement on Form S-8, and any amendments thereto, Registration Statement No. 333-76543.
(5) Incorporated by reference from the Exhibits filed with the Registration Statement on Form S-8, and any amendments thereto, Registration Statement No. 333-95987.
(6) Incorporated by reference to the Annual Report on Form 10-KSB for the year ended December 31, 2001.

 

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Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  FIRST CAPITAL, INC.
  (Registrant)
Dated August 11, 2006   BY:  

/s/ William W. Harrod

    William W. Harrod
    President and CEO
Dated August 11, 2006   BY:  

/s/ Michael C. Frederick

    Michael C. Frederick
    Senior Vice President and Treasurer

 

- 22 -

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