First Community Bank Corp OF America - Quarterly Report (10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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, 2008

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 000-50357

FIRST COMMUNITY BANK CORPORATION OF AMERICA

(Exact name of registrant as specified in its charter)


Florida		65-0623023
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9001 Belcher Road

Pinellas Park, Florida 33782

(Address of principal executive offices) (Zip Codes)

(727) 520-0987

(Registrant’s telephone number, including area code)

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

Indicated 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, a non-accelerated filer or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

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 registrant’s classes of common stock, as of the latest practicable date;


Common stock, par value $.05 per share		4,111,121 shares
(class)		Outstanding at July 31, 2008

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

INDEX


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

Condensed Consolidated Balance Sheets - At June 30, 2008 (unaudited) and At December 31, 2007		2

Condensed Consolidated Statements of Earnings - Three and Six Months Ended June 30, 2008 and 2007 (unaudited)		3

Condensed Consolidated Statements of Changes in Stockholders’ Equity - Six Months Ended June 30, 2008 and 2007 (unaudited)		4

Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2008 and 2007 (unaudited)		5-6

Notes to Condensed Consolidated Financial Statements (unaudited)		7-14

Review by Independent Registered Public Accounting Firm		15

Report of Independent Registered Public Accounting Firm		16

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17-26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4T.	Controls and Procedures	27

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 4.	Submission of Matters to a Vote of Security Holders	28

Item 6.	Exhibits	29

SIGNATURES		30

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets

(In thousands, except share amounts)


	June 30, 2008			December 31, 2007
	(Unaudited)
Assets
Cash and due from banks	$	7,410		8,412
Interest-bearing deposits with banks		4,802		688
Federal funds sold		21,337		—

Cash and cash equivalents		33,549		9,100

Other interest-bearing deposits with banks		300		498
Securities available for sale		23,129		6,847
Securities held to maturity (market value of $8,847 and $10,178)		8,996		10,330
Loans, net of allowance for loan losses of $3,883 in 2008 and $4,479 in 2007		384,352		382,551
Federal Home Loan Bank stock, at cost		2,901		2,504
Premises and equipment, net		12,495		11,486
Foreclosed real estate		2,662		538
Accrued interest receivable		1,749		1,855
Deferred income taxes		2,294		2,294
Bank owned life insurance		7,757		7,597
Other assets		2,001		881

	$	482,185		436,481

Liabilities and Stockholders’ Equity

Liabilities:
Noninterest-bearing demand deposits		36,311		31,454
Savings, NOW and money-market deposits		143,472		115,938
Time deposits		197,119		187,228

Total deposits		376,902		334,620

Federal Home Loan Bank advances		47,000		40,000
Federal funds purchased		—		8,900
Other borrowings		13,643		9,613
Accrued expenses and other liabilities		7,097		6,380

Total liabilities		444,642		399,513

Stockholders’ equity:
Preferred stock, $0.01 par value, 2,000,000 shares authorized, no shares issued or outstanding		—		—
Common stock, $0.05 par value, 20,000,000 shares authorized, 4,111,121 and 4,082,002 shares issued and outstanding in 2008 and 2007		205		204
Additional paid-in capital		30,343		30,216
Retained earnings		7,185		6,478
Accumulated other comprehensive (loss) income		(190	)	70

Total stockholders’ equity		37,543		36,968

	$	482,185		436,481

See Accompanying Notes to Condensed Consolidated Financial Statements.

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

Condensed Consolidated Statements of Earnings (Unaudited)

(In thousands, except per share amounts)


	Three Months Ended June 30,			Six Months Ended June 30,
	2008		2007	2008	2007
Interest income:
Loans	$	6,324	6,783	13,015	13,412
Securities		344	174	591	366
Other interest earning assets		135	301	235	407

Total interest income		6,803	7,258	13,841	14,185

Interest expense:
Deposits		2,741	3,173	5,486	6,024
Other borrowings		477	304	980	638

Total interest expense		3,218	3,477	6,466	6,662

Net interest income		3,585	3,781	7,375	7,523

Provision for loan losses		713	176	893	313

Net interest income after provision for loan losses		2,872	3,605	6,482	7,210

Noninterest income:
Service charges on deposit accounts		186	206	410	394
Other service charges and fees		92	58	129	111
Income from bank owned life insurance		78	22	160	43
Gain on sale of loans held for sale		38	72	63	104
Other		54	50	80	97

Total noninterest income		448	408	842	749

Noninterest expenses:
Employee compensation and benefits		1,844	1,787	3,750	3,595
Occupancy and equipment		400	371	817	731
Data processing		290	226	565	465
Professional fees		111	94	196	140
Office supplies		55	39	112	105
Insurance		108	49	316	94
Other		325	252	579	453

Total noninterest expenses		3,133	2,818	6,335	5,583

Earnings before income taxes		187	1,195	989	2,376

Income taxes		29	435	282	866

Net earnings	$	158	760	707	1,510

Earnings per share:
Basic earnings per share	$	.04	.19	.17	.37

Diluted earnings per share	$	.04	.18	.17	.35

Dividends per share	$	—	—	—	—

See Accompanying Notes to Condensed Consolidated Financial Statements.

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Six Months Ended June 30, 2008 and 2007

(In thousands, except share amounts)


	Common Stock				Additional Paid-in		Retained		Accumulated Other Comprehensive Income
	Shares		Amount		Capital		Earnings		(Loss)		Total
Balance at December 31, 2006	3,840,687		$	192	25,642		7,852		(4	)	33,682

Comprehensive income:
Net earnings (unaudited)	—			—	—		1,510		—		1,510

Net change in unrealized loss on securities available for sale, net of taxes of $22 (unaudited)	—			—	—		—		(35	)	(35	)

Comprehensive income (unaudited)											1,475

Exercise of stock options before 5% stock dividend (unaudited)	22,811			1	146		—		—		147

5% stock dividend, net of fractional shares paid-in cash (unaudited)	193,047			10	4,227		(4,237	)	—		—

Fractional shares paid-in cash (unaudited)	—			—	—		(2	)	—		(2	)

Exercise of stock options after 5% stock dividend (unaudited)	21,457			1	122		—		—		123

Share-based compensation expense (unaudited)	—			—	25		—		—		25

Balance at June 30, 2007 (unaudited)	4,078,002		$	204	30,162		5,123		(39	)	35,450

Balance at December 31, 2007	4,082,002			204	30,216		6,478		70		36,968


Comprehensive income:
Net earnings (unaudited)	—			—	—		707		—		707

Net change in unrealized gain on securities available for sale, net of taxes of $156 (unaudited)	—			—	—		—		(260	)	(260	)

Comprehensive income (unaudited)											447

Exercise of stock options (unaudited)	35,141			1	168		—		—		169

Retirement of common stock (unaudited)	(6,022	)		—	(59	)	—		—		(59	)

Share-based compensation expense (unaudited)	—			—	18		—		—		18

Balance at June 30, 2008 (unaudited)	4,111,121		$	205	30,343		7,185		(190	)	37,543

See Accompanying Notes to Condensed Consolidated Financial Statements.

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)


	Six Months Ended June 30,
	2008			2007
Cash flows from operating activities:
Net earnings	$	707		1,510
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Provision for loan losses		893		313
Depreciation and amortization		303		254
Net Amortization of premiums and discounts on securities		(21	)	(14	)
Share-based compensation		18		25
Net amortization of deferred loan fees and costs		(175	)	(133	)
Income from bank owned life insurance		(160	)	(43	)
Origination of loans held for sale		(4,312	)	(10,272	)
Proceeds from sale of loans held for sale		4,645		9,710
Gain on sale of loans held for sale		(63	)	(104	)
Decrease (increase) in accrued interest receivable		106		(121	)
Increase in other assets		(1,120	)	(635	)
Increase (decrease) in accrued expenses and other liabilities		873		(1,504	)

Net cash provided by (used in) operating activities		1,694		(1,014	)

Cash flows from investing activities:
Net change in other interest-bearing deposits with banks		198		(128	)
Purchase of securities available for sale		(17,898	)	(4,068	)
Principal payments on securities available for sale		717		133
Proceeds from calls and maturities of securities available for sale		500		2,500
Purchase of securities held to maturity		—		(1,000	)
Proceeds from maturities of securities held to maturity		1,160		500
Principal payments on securities held to maturity		178		175
Net increase in loans		(4,913	)	(18,370	)
Purchase of premises and equipment, net		(1,312	)	(2,670	)
(Purchase) redemption of Federal Home Loan Bank stock		(397	)	1,039

Net cash used in investing activities		(21,767	)	(21,889	)

Cash flows from financing activities:
Increase in deposits		42,282		43,602
Proceeds from Federal Home Loan Bank advances		20,000		—
Repayment of Federal Home Loan Bank advances		(13,000	)	(24,500	)
Net (decrease) increase in other borrowings		(4,870	)	2,616
Fractional shares of stock dividend paid in cash		—		(2	)
Proceeds from exercise of stock options		169		270
Retirement of common stock		(59	)	—

Net cash provided by financing activities		44,522		21,986

Net increase (decrease) in cash and cash equivalents		24,449		(917	)

Cash and cash equivalents at beginning of period		9,100		11,527

Cash and cash equivalents at end of period	$	33,549		10,610

(continued)

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited), Continued

(In thousands)


	Six Months Ended June 30,
	2008			2007
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest, net of capitalized interest of $181 and $0	$	6,344		6,723

Income taxes	$	595		1,055

Noncash transactions:
Accumulated other comprehensive income (loss), net change in unrealized gain (loss) on securities available for sale, net of income taxes	$	(260	)	(35	)

Transfer from loans to foreclosed real estate	$	2,124		—

See Accompanying Notes to Condensed Consolidated Financial Statements.

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

General. First Community Bank Corporation of America (the “Holding Company”) owns all of the outstanding common stock of First Community Bank of America (the “Bank”) and First Community Lender Services, Inc. (“FCLS”) (collectively, the “Company”). The Holding Company’s primary business activity is the operation of the Bank. The Bank is a federally-chartered stock savings bank providing a variety of banking services to small and middle market businesses and individuals through its three banking offices located in Pinellas County, two banking offices in Pasco County, three banking offices located in Charlotte County, and two offices located in Hillsborough County, Florida. FCLS had minimal activity during the six months ended June 30, 2008 and 2007.

In the opinion of the management of the Company, the accompanying condensed consolidated financial statements contain all adjustments (consisting principally of normal recurring accruals) necessary to present fairly the financial position at June 30, 2008, the results of operations for the three- and six-month periods ended June 30, 2008 and 2007 and cash flows for the six-month periods ended June 30, 2008 and 2007. The results of operations and other data for the three- and six-month periods ended June 30, 2008 are not necessarily indicative of results that may be expected for the year ending December 31, 2008.

2.	*Loan Impairment and Loan Losses.* The activity in the allowance for loan losses is as follows (in thousands):


	Three Months Ended June 30,					Six Months Ended June 30,
	2008			2007		2008		2007
Balance at beginning of period	$	4,201		3,637		4,479		3,499
Provision for loan losses		713		176		893		313
Charge-offs		(1,032	)	(2	)	(1,490	)	(3	)
Recoveries		1		—		1		2

Balance at end of period	$	3,883		3,811		3,883		3,811

Impaired collateral dependent loans are as follows (in thousands):


	At June 30,
	2008		2007
Balance at end of period	$	9,504	1,427

Total related allowance for losses	$	810	126


	Six Months Ended June 30,
	2008		2007
Average investment in impaired loans	$	6,498	1,001

Interest income recognized on impaired loans	$	—	—

Interest income received on impaired loans	$	—	—

(continued)

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

2.	*Loan Impairment and Loan Losses, Continued.* Nonaccrual and past due loans were as follows (in thousands):


	At June 30,
	2008		2007
Nonaccrual loans	$	6,544	1,427
Past due ninety days or more, still accruing		—	—

	$	6,544	1,427

3.	*Loans Held for Sale.* At June 30, 2008 and December 31, 2007 loans held for sale approximated $158,000 and $428,000, respectively and are included in net loans on the condensed consolidated balance sheets.

Earnings Per Share (“EPS”). Earnings per share (“EPS”) of common stock has been computed on the basis of the weighted-average number of shares of common stock outstanding. Outstanding stock options are considered dilutive securities for purposes of calculating diluted EPS which is computed using the treasury stock method. The following tables present the calculations of EPS (dollars in thousands, except per share amounts):


	Three Months Ended June30,
	2008					2007
	Earnings		Weighted- Average Shares	Per Share Amount		Earnings		Weighted- Average Shares	Per Share Amount
Basic EPS:
Net earnings available to common stockholders	$	158	4,111,121	$	0.04	$	760	4,072,891	$	0.19
Effect of dilutive securities-
Incremental shares from assumed conversion of options			140,400					238,684

Diluted EPS:
Net earnings available to common stockholders and assumed conversions	$	158	4,251,521	$	0.04	$	760	4,311,575	$	0.18

(continued)

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

4.	*Earnings Per Share (“EPS”), Continued.*


	Six Months Ended June 30,
	2008					2007
	Earnings		Weighted- Average Shares	Per Share Amount		Earnings		Weighted- Average Shares	Per Share Amount
Basic EPS:
Net earnings available to common stockholders	$	707	4,112,147	$	0.17	$	1,510	4,065,654	$	0.37

Effect of dilutive securities-
Incremental shares from assumed conversion of options			138,747					252,512

Diluted EPS:
Net earnings available to common stockholders and assumed conversions	$	707	4,250,894	$	0.17	$	1,510	4,318,166	$	0.35

The following options were excluded from the calculation of EPS due to the exercise price being above the average market price:


*For the three and six months ended June 30, 2008:*	Number Outstanding	Year Granted	Exercise Price		Expire
Options	233,102	2005	$	16.31	2011
	16,538	2004		13.53	2010-2014
	15,750	2005		15.24	2011-2015
	19,688	2005		15.36	2011
	788	2005		16.80	2011
	6,300	2006		19.23	2012-2016
	3,150	2006		19.52	2012-2016
	10,500	2006		19.19	2016
	10,500	2007		18.71	2017
	6,850	2007		18.57	2017
	5,000	2007		14.75	2017

(continued)

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

Stock-Based Compensation . The Company has three stock option plans for directors and employees of the Company. Under the first two plans, the total number of options which may be granted to purchase common stock is 620,156 (amended) for directors and 516,797 (amended) for employees. At June 30, 2008, no options remain available for grant under the directors’ plan and 52,640 options remain available for grant under the employees’ plan. The total number of options which may be granted to purchase common stock under the third plan is 236,250 (amended) for either directors or employees. At June 30, 2008, 15,750 options remain available for grant under the third plan. The directors’ options vest immediately and have a life of five years. The employees’ options vest over periods up to four years and have terms up to 10 years.

A summary of the activity in the Company’s stock option plans is as follows (dollars in thousands, except per share amounts):


	Number of Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at December 31, 2007	685,721		$	10.71
Options exercised	(35,141	)		4.84
Options forfeited	(12,600	)		20.75

Outstanding at June 30, 2008	637,980		$	10.85	3.4 years	$	1,603

Exercisable at June 30, 2008	614,750		$	10.67	2.9 years	$	1,603

The total intrinsic value of options exercised during the six months ended June 30, 2008 and 2007 was $222,000 and $609,000. At June 30, 2008, there was approximately $47,000 of total unrecognized compensation expense related to nonvested share-based compensation arrangements granted under the plans. The cost is expected to be recognized over a weighted-average period of twenty-three months. The total fair value of shares vesting and recognized as compensation expense was approximately $18,000 and $25,000 for the six months ended June 30, 2008 and 2007, respectively. There was no associated tax benefit recognized for both the six months ended June 30, 2008 and 2007.

(continued)

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

Stock-Based Compensation, Continued . No options were granted during the three and six months ended June 30, 2008. The fair value of each option granted for the three and six months ended June 30, 2008 and 2007 is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:


	Three Months Ended			Six Months Ended
	June 30,			June 30,
	2007			2007
Risk-free interest rate		4.66	%	4.69	%
Expected dividend yield		—		—
Expected volatility		3	%	5	%
Expected life in years		6		6
Per share grant-date fair value of options granted during the period	$	4.44		4.55

The Company examined its historical pattern of option exercises in an effort to determine if there were any pattern based on certain employee populations. From this analysis, the Company could not identify any patterns in the exercise of options. As such, the Company used the guidance in Staff Accounting Bulletin No. 107 to determine the estimated life of options issued. The expected volatility is based on historical volatility of similar peer Company’s common stock. The risk-free rate for periods within the contractual life of the option is based on U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield assumption is based on the Company’s history and expectation of dividend payments.

6.	*Regulatory Capital.* The Bank is required to maintain certain minimum regulatory capital requirements. At June 30, 2008, the Bank was in compliance with its regulatory capital requirements.

(continued)

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

Fair Value Measurement . On January 1, 2008, the Company adopted Statement of Financial Accounting Standard (“SFAS”) No. 157, Fair Value Measurements for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This standard does not apply to measurements related to share-based payments.

SFAS 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The statement utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities that are not active. Such inputs may include interest rates and yield curves, volatilities, prepayment speeds, credit risks, and default rates.

Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort.

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Currently, the Company has securities available for sale that are recorded at fair value on a recurring basis. Also from time to time the Company may be required to record at fair value other assets or liabilities on a non-recurring basis, such as impaired loans and foreclosed assets. These nonrecurring fair value adjustments involve the application of lower-of-cost-or-market, accounting or write-downs of individual assets.

Our listing of financial assets and liabilities subject to fair value measurements on a recurring basis are as follows (in thousands):


	Fair Value Measurements at Reporting Date Using
	Fair Value as of June 30, 2008		Quoted Prices In Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Available for sale securities	$	23,129	—	23,129	—

(continued)

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

Fair Value Measurement, Continued . The fair values of the Company’s securities available for sale are determined by third party service providers utilizing various methods dependent upon the specific type of investment. Where quoted prices are available in an active market, securities are classified within level 1 of the valuation hierarchy. Level 1 securities include highly liquid government bonds, certain mortgage products and exchange-traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Examples of such instruments, which would generally be classified within level 2 of the valuation hierarchy, include certain collateralized mortgage and debt obligations and certain high-yield debt securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within level 3 of the valuation hierarchy. Securities classified within level 3 include certain residual interests in securitizations and other less liquid securities.

There were no transactions for financial assets or liabilities measured on a recurring basis using significant unobservable inputs for determining fair value for the six month period ended June 30, 2008.

Impaired Loans. A loan is considered impaired when, based upon current information and events, it is probable that we will be unable to collect all amounts due, including principal and interest, according to the contractual terms of the loan agreement. The Company’s impaired loans are normally collateral dependent and, as such, are carried at the lower of the Company’s net recorded investment in the loan or the estimated fair value of the collateral less estimated selling costs. Adjustments to the recorded investment are made through specific valuation allowances that are recorded as part of the overall allowances for loan losses. Estimates of fair value is determined based on a variety of information, including the use of available appraisals, estimates of market value by licensed appraisers or local real estate brokers and the knowledge and experience of the Company’s officers related to values of properties in the Company’s market areas. These officers take into consideration the type, location and occupancy of the property as well as current economic conditions in the area the property is located in assessing estimates of fair value. Accordingly, fair value estimates for impaired loans is classified as Level 3.

Foreclosed Real Estate. Foreclosed real estate represents real estate acquired by the Company as a result of foreclosure or by deed in lieu of foreclosure and is carried, net of any allowance for losses if any, at the lower of cost or estimated fair value less estimated selling costs. Fair value is estimated in the same manner as impaired loans and, as such, is also classified as Level 3. As these properties are actively marketed, estimated fair value may be periodically adjusted through an allowance for losses to reflect decreases resulting from changing market conditions.

(continued)

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited), Continued

7.	*Fair Value Measurement, Continued* . The following table provides the level of valuation assumptions used to determine the carrying value of our assets measured at fair value on a nonrecurring basis at June 30, 2008 (in thousands).


						Total Losses
	Net carrying value at June 30, 2008					Three-Months Ended	Six-Months Ended
	Total		Level 1	Level 2	Level 3	June 30, 2008	June 30, 2008
Impaired loans	$	9,504	—	—	9,504	106	106
Foreclosed real estate		2,662	—	—	2,662	74	74

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

Review by Independent Registered Public Accounting Firm

Hacker, Johnson & Smith PA, the Company’s independent registered public accounting firm, have made a limited review of the financial data as of June 30, 2008, and for the three- and six- month periods ended June 30, 2008 and 2007 presented in this document, in accordance with standards established by the Public Company Accounting Oversight Board.

Their report furnished pursuant to Article 10 of Regulation S-X is included herein.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

First Community Bank Corporation of America

Pinellas Park, Florida:

We have reviewed the accompanying condensed consolidated balance sheet of First Community Bank Corporation of America and Subsidiaries (the “Company”) as of June 30, 2008, the related condensed consolidated statements of earnings for the three- and six-month periods ended June 30, 2008 and 2007 and the related condensed consolidated statements of changes in stockholders’ equity and cash flows for the six-month periods ended June 30, 2008 and 2007. These interim financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying condensed consolidated financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board, the consolidated balance sheet of the Company as of December 31, 2007, and the related consolidated statements of earnings, changes in stockholders’ equity and cash flows for the year then ended (not presented herein); and in our report dated March 24, 2008, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2007, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Hacker, Johnson & Smith PA

HACKER, JOHNSON & SMITH PA

Tampa, Florida

August 6, 2008

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of

Financial Condition and Results of Operations

Forward Looking Statements

This document contains forward-looking statements as defined by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve substantial risks and uncertainties. When used in this document, or in the documents incorporated by reference, the words “anticipate,” “believe,” “estimate,” “may,” “intend” and “expect” and similar expressions are some of the forward-looking statements used in these documents. Actual results, performance, or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. Factors which may cause results to change materially include competition, inflation, general economic conditions, changes in interest rates, and changes in the value of collateral securing loans First Community Bank Corporation of America has made, among other things.

General

First Community Bank Corporation of America (the “Holding Company”) owns all of the outstanding common stock of First Community Bank of America (the “Bank”) and First Community Lender Services, Inc. (“FCLS”) (collectively, the “Company”). The Holding Company’s primary business activity is the operation of the Bank. The Bank is a federally-chartered stock savings bank providing a variety of banking services to small and middle market businesses and individuals through its three banking offices located in Pinellas County, two banking offices located in Pasco County, three banking offices located in Charlotte County and two offices located in Hillsborough County, Florida. FCLS had minimal activity during the six months ended June 30, 2008 and 2007.

Liquidity and Capital Resources

The Company’s primary source of cash during the six months ended June 30, 2008, was from net deposit inflows of approximately $42 million. Cash was used primarily to increase securities $15 million and federal funds sold by $21 million.

Off-Balance Sheet Arrangements

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, unused lines of credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amounts recognized in the condensed consolidated balance sheet. The contract amounts of these instruments reflect the extent of the Company’s involvement in particular classes of financial instruments.

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, unused lines of credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for on-balance-sheet 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. Since many of the commitments are expected to expire without being drawn upon, the total committed amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counter party.

Standby letters of credit are conditional lending commitments issued by the Company to guarantee the performance of a customer to a third party and to support public and private borrowing arrangements. Essentially all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters-of-credit is essentially the same as that involved in extending loan facilities to customers. The Company generally holds collateral supporting these commitments.

Unused lines of credit and commitments to extend credit typically result in loans with a market interest rate.

A summary of the amounts of the Company’s financial instruments, with off-balance sheet risk at June 30, 2008, follows (in thousands):


	Contract Amount
Commitments to extend credit	$	25,218

Unused lines of credit	$	35,804

Standby letters of credit	$	3,075

Management believes that the Company has adequate resources to fund all of its commitments and that substantially all its existing commitments will be funded within the next twelve months.

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

Selected Financial Information

The following rates are presented for the dates and periods indicated:


	Six Months Ended June 30, 2008		Year Ended December 31, 2007		Six Months Ended June 30, 2007
Average equity as a percentage of average assets	8.20	%	8.57	%	8.52	%

Equity to total assets at end of period	7.79	%	8.47	%	8.59	%

Return on average assets (1)	0.31	%	0.69	%	0.75	%

Return on average equity (1)	3.78	%	8.05	%	8.77	%

Noninterest expenses to average assets (1)	2.78	%	2.70	%	2.76	%

Nonperforming assets as a percentage of total assets at end of period	1.91	%	0.67	%	0.44	%

(1)	Annualized for the six months ended June 30.

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

Results of Operations

The following table sets forth, for the periods indicated, information regarding (i) the total dollar amount of interest and dividend income of the Company from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average cost; (iii) net interest income; (iv) interest-rate spread; and (v) net interest margin.


	Three Months Ended June 30,
	2008						2007
	Average Balance		Interest and Dividends		Average Yield/ Rate		Average Balance		Interest and Dividends		Average Yield/ Rate
	(Dollars in thousands)
Interest-earning assets:
Loans (1)	$	381,243		6,324	6.64	%	$	356,374		6,783	7.61	%
Securities		27,741		344	4.96			16,486		174	4.22
Other interest-earning assets (2)		11,276		135	4.79			25,949		301	4.64

Total interest-earning assets		420,260		6,803	6.48			398,809		7,258	7.28

Noninterest-earning assets		43,647						19,300

Total assets	$	463,907					$	418,109

Interest-bearing liabilities:
Savings, NOW, money-market deposit accounts		132,404		606	1.83			115,338		692	2.40
Time deposits		196,296		2,135	4.35			196,259		2,481	5.06

Total interest-bearing deposits		328,700		2,741	3.34			311,597		3,173	4.07

Other interest-bearing liabilities (3)		56,386		477	3.38			26,753		304	4.55

Total interest-bearing liabilities		385,086		3,218	3.34			338,350		3,477	4.11

Noninterest-bearing liabilities		41,444						44,563
Stockholders’ equity		37,377						35,196

Total liabilities and stockholders’ equity	$	463,907					$	418,109

Net interest income			$	3,585					$	3,781

Interest-rate spread (4)					3.14	%					3.17	%

Net interest margin (5)					3.41	%					3.79	%

Ratio of average interest-earning assets to average interest-bearing liabilities		1.09						1.18

(1)	Includes nonperforming loans.

(2)	Includes Federal Home Loan Bank stock and interest-bearing deposits with banks.

(3)	Includes Federal Home Loan Bank advances and other borrowings.

(4)	Interest-rate spread represents the difference between the average yield on interest-earning assets and the average rate of interest-bearing liabilities.

(5)	Net interest margin is net interest income divided by average interest-earning assets.

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES


	Six Months Ended June 30,
	2008						2007
	Average Balance		Interest and Dividends		Average Yield/ Rate		Average Balance		Interest and Dividends		Average Yield/ Rate
	(Dollars in thousands)
Interest-earning assets:
Loans (1)	$	384,768		13,015	6.77	%	$	353,057		13,412	7.60	%
Securities		24,101		591	4.90			16,246		366	4.51
Other interest-earning assets (2)		10,041		235	4.68			14,084		407	5.78

Total interest-earning assets		418,910		13,841	6.61			383,387		14,185	7.40

Noninterest-earning assets		39,988						23,680

Total assets	$	458,898					$	407,067

Interest-bearing liabilities:
Savings, NOW, money-market deposit accounts		128,594		1,231	1.91			113,188		1,331	2.35
Time deposits		195,483		4,255	4.35			188,357		4,693	4.98

Total interest-bearing deposits		324,077		5,486	3.39			301,545		6,024	4.00
Other interest-bearing liabilities (3)		55,923		980	3.50			27,019		638	4.72

Total interest-bearing liabilities		380,000		6,466	3.40			328,564		6,662	4.06

Noninterest-bearing liabilities		41,263						43,766
Stockholders’ equity		37,635						34,737

Total liabilities and stockholders’ equity	$	458,898					$	407,067

Net interest income			$	7,375					$	7,523

Interest-rate spread (4)					3.21	%					3.34	%

Net interest margin (5)					3.52	%					3.92	%

Ratio of average interest-earning assets to average interest-bearing liabilities		1.10						1.17

(1)	Includes nonperforming loans.

(2)	Includes Federal Home Loan Bank stock and interest-bearing deposits with banks.

(3)	Includes Federal Home Loan Bank advances and other borrowings.

(4)	Interest-rate spread represents the difference between the average yield on interest-earning assets and the average rate of interest-bearing liabilities.

(5)	Net interest margin is net interest income divided by average interest-earning assets.

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

Comparison of the Three-Month Periods Ended June 30, 2008 and 2007

General. Our net earnings for the three months ended June 30, 2008, were $158,000 or $.04 per basic share and $.04 per diluted share compared to $760,000 or $.19 per basic share and $.18 per diluted share for the three months ended June 30, 2007. The second quarter 2008 reflected a $537,000 increase in provision for loan losses and a $315,000 increase in noninterest expense reflecting an investment in new branches and infrastructure to support growth.

Net Interest Income. Interest income decreased to $6.8 million during the three months ended June 30, 2008, from $7.3 million in 2007. Interest on loans for the three months ended June 30, 2008 decreased to $6.3 million from $6.8 million for the three months ended June 30, 2007. This decrease was also due to a decrease in the average yield earned to 6.64% for the three months ended June 30, 2008 from 7.61% for the three months ended June 30, 2007. Interest on securities increased to $344,000 during the three months ended June 30, 2008 from $174,000 for the three months ended June 30, 2007. The increase in interest income on securities was due to an increase in the average balance of securities from $16.5 million in 2007 to $27.7 million in 2008 and an increase in the average yield earned from 4.22% in 2007 to 4.96% in 2008.

Interest expense on interest-bearing deposit accounts decreased to $2.7 million during the three months ended June 30, 2008, compared to $3.2 million during the three months ended June 30, 2007. The decrease was due to a decrease in the rate paid to 3.34% during the three months ended June 30, 2008 from 4.07% during the three months ended June 30, 2007. Interest expense on other borrowings increased to $477,000 during the three months ended June 30, 2008, compared to $304,000 during the three months ended June 30, 2007. The increase was due to an increase in the average balance of other borrowings to $56.3 million in 2008 from $26.8 million in 2007. The average rate paid on other borrowings decreased to 3.38% during the three months ended June 30, 2008 compared to 4.55% during the three months ended June 30, 2007.

Provision for Loan Losses. Provisions for loan losses are based on our review of the historical loan loss experience and such factors which, in management’s judgment, deserve consideration under existing economic conditions in estimating probable credit losses. The allowance is based on ongoing assessments of the estimated losses inherent in the loan portfolio. Our methodology for assessing the appropriate allowance level consists of several key elements described below.

Larger commercial loans that exhibit probable or observed credit weaknesses are subject to individual review. Where appropriate, the allowance is allocated to individual loans based on our estimate of the borrower’s ability to repay the loan given the availability of collateral, other sources of cash flows and available legal options. Included in the review of individual loans are those that are impaired as provided in Statement of Financial Accounting Standards No. 114, “ Accounting by Creditors for Impairment of a Loan, ” as amended. Any specific reserves for impaired loans are measured based on the fair value of the underlying collateral. The collectability of both principal and interest is evaluated when assessing the allowance. Historical loss rates are applied to other commercial loans not subject to specific allocations.

Homogenous loans, such as installment and residential mortgage loans, are not individually reviewed by management. The allowance is established for each pool of loans based on the expected net charge-offs. Loss rates are based on the average net charge-off history by loan category.

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

Comparison of the Three-Month Periods Ended June 30, 2008 and 2007

Provision for Loan Losses, Continued. Historical loss rates for commercial and consumer loans may be adjusted for significant factors that, in management’s judgment, reflect the impact of any current conditions on loss recognition. Factors which management considers in the analysis include the effects of the local economy, trends in the nature and volume of loans (delinquencies, charge-offs, non-accrual and problem loans), changes in the internal lending policies and credit standards, collection practices, and examination results from bank regulatory agencies and our internal credit review function. The allowance relating to individual loans and historical loss rates are reviewed throughout the year and adjusted as necessary based on changing borrower and collateral conditions and actual collection and charge-off experience.

During 2007, we changed our overall approach in the determination of the allowances for loan losses. A new methodology was created to be in compliance with the guidance issued by the federal agencies in December of 2006. This methodology incorporated the calculation of loans considered impaired under FAS 114 and allocations for performing portfolio categories based on applying historical charge off data for loans categorized by similar risk characteristics based on the Company’s experience as per FAS 5. The methodology includes an unallocated portion (qualitative factors) justified by current general market conditions, trends in performance (delinquency), economic and political trends.

The provision for loan losses was $713,000 for the three months ended June 30, 2008 compared to $176,000 for the three months ended June 30, 2007. While continued economic weakness, rapidly rising interest rates, or other factors could cause stress on the loan portfolio and affect the levels of nonperforming assets and charge-offs, management believes that the levels of nonperforming assets and the charge-off ratio adequately reflects the current circumstances.

The allowance for loan losses is $3.9 million at June 30, 2008. While management believes that its allowance for loan losses is adequate as of June 30, 2008, future adjustments to the Company’s allowance for loan losses may be necessary if economic conditions differ substantially from the assumptions used in making the initial determination.

Noninterest Income. Noninterest income increased to $448,000 in 2008 from $408,000 for the three- months ended June 30, 2007. The increase was primarily due to a $56,000 increase in income from bank owned life insurance.

Noninterest Expenses. Total noninterest expenses increased to $3.1 million for the three months ended June 30, 2008 from $2.8 million for the comparable period ended June 30, 2007, reflected increases in all categories of expense. These increases reflect the opening of two new banking offices.

Income Taxes. Income taxes for the three months ended June 30, 2008 was $29,000 or 15.5% compared to $435,000 or 36.4% for the period ended June 30, 2007. The lower tax rate reflects an increase in tax-free income.

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

Comparison of the Six-Month Periods Ended June 30, 2008 and 2007

General. Our net earnings for the six months ended June 30, 2008, decreased to $707,000 or $.17 per basic share and $.17 per diluted share compared to $1,510,000 or $.37 per basic share and $.35 per diluted share for the six months ended June 30, 2007. Net earnings decreased due to $580,000 increase in provision for loan losses, a $148,000 decrease in net interest income and a $752,000 increase in noninterest expense reflecting an investment in new branches.

Net Interest Income. Interest income decreased to $13.8 million during the six months ended June 30, 2008, from $14.2 million in 2007. Interest on loans for the six months ended June 30, 2008 decreased to $13.0 million from $13.4 million for the six months ended June 30, 2007. The decrease in interest on loans reflected the impact of rapidly declining interest rates during the end of 2007 and the first half of 2008. The average yield earned on loans declined to 6.77% from 7.60% for the same period in 2007. The average balance of loans was $384.8 million during the six months ended June 30, 2008 compared to $353.1 million during the six months ended June 30, 2007. Interest on securities increased to $591,000 during the six months ended June 30, 2008, from $366,000 for the six months ended June 30, 2007. The increase in interest income on securities was due to an increase in the average balance of securities from $16.2 million in 2007 to $24.1 million in 2008, and an increase in the average yield earned from 4.51% in 2007 to 4.90% in 2008.

Interest expense on interest-bearing deposit accounts decreased to $5.5 million during the six months ended June 30, 2008, compared to $6.0 million during the six months ended June 30, 2007. The decrease was due to a decrease in the rate paid to 3.39% during the six months ended June 30, 2008 from 4.00% during the six months ended June 30, 2007. The average balance of interest bearing deposits increased to $324.1 million in 2008 from $301.5 million in 2007. Interest expense on other borrowings increased to $980,000 during the six months ended June 30, 2008, compared to $638,000 during the six months ended June 30, 2007. The increase was due to an increase in the average balance of other borrowings to $55.9 million in 2008 from $27.0 million in 2007. The increase in other borrowings reflected the market opportunity to secure low cost funds in the declining interest rate environment. The average rate paid on other borrowings declined to 3.50% during the six months ended June 30, 2008 compared to 4.72% during the six months ended June 30, 2007.

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

Comparison of the Six-Month Periods Ended June 30, 2008 and 2007

Provision for Loan Losses, Continued. Larger commercial loans that exhibit probable or observed credit weaknesses are subject to individual review. Where appropriate, the allowance is allocated to individual loans based on our estimate of the borrower’s ability to repay the loan given the availability of collateral, other sources of cash flows and available legal options. Included in the review of individual loans are those that are impaired as provided in Statement of Financial Accounting Standards No. 114, “ Accounting by Creditors for Impairment of a Loan, ” as amended. Any specific reserves for impaired loans are measured based on the fair value of the underlying collateral. The collectability of both principal and interest is evaluated when assessing the allowance. Historical loss rates are applied to other commercial loans not subject to specific allocations.

Historical loss rates for commercial and consumer loans may be adjusted for significant factors that, in management’s judgment, reflect the impact of any current conditions on loss recognition. Factors which management considers in the analysis include the effects of the local economy, trends in the nature and volume of loans (delinquencies, charge-offs, nonaccrual and problem loans), changes in the internal lending policies and credit standards, collection practices, and examination results from bank regulatory agencies and our internal credit review function. The allowance relating to individual loans and historical loss rates are reviewed throughout the year and adjusted as necessary based on changing borrower and collateral conditions and actual collection and charge-off experience.

The provision for loan losses was $893,000 for the six months ended June 30, 2008 compared to $313,000 for the six months ended June 30, 2007. While continued economic weakness, rapidly rising interest rates, or other factors could cause stress on the loan portfolio and affect the levels of nonperforming assets and charge-offs, management believes that the levels of nonperforming assets and the charge-off ratio adequately reflect the current circumstances.

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

Comparison of the Six-Month Periods Ended June 30, 2008 and 2007

Noninterest Income. Noninterest income increased to $842,000 in 2008 from $749,000 for the six months ended June 30, 2007. The increase was primarily due to an increase in income from bank owned life insurance.

Noninterest Expenses. Total noninterest expenses increased to $6.3 million for the six months ended June 30, 2008 from $5.6 million for the comparable period ended June 30, 2007 due to increases in most categories of noninterest expense reflecting the opening of new banking offices.

Income Taxes. Income taxes for the six months ended June 30, 2008 was $282,000 or 28.5% compared to $866,000 or 36.5% for the period ended June 30, 2007. The lower tax rate reflects an increase in tax-free income and which constitutes a significantly larger percentage of pre-tax income.

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss from adverse changes in market prices and rates. The Company’s market risk arises primarily from interest-rate risk inherent in its lending, investment and deposit taking activities. The Company has little or no risk related to trading accounts, commodities or foreign exchange.

Management actively monitors and manages its interest rate risk exposure. The primary objective in managing interest-rate risk is to limit, within established guidelines, the adverse impact of changes in interest rates on the Company’s net interest income and capital, while adjusting the Company’s asset-liability structure to obtain the maximum yield-cost spread on that structure. Management relies primarily on its asset-liability structure to control interest rate risk. However, a sudden and substantial increase in interest rates could adversely impact the Company’s earnings, to the extent that the interest rates borne by assets and liabilities do not change at the same speed, to the same extent, or on the same basis. The Company is managing through the impact of recent declining interest rates and the subsequent pressure on spreads.

Item 4T. Controls and Procedures

Evaluation of disclosure controls and procedures. The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed within 90 days of the filing date of this report, the Chief Executive and Chief Financial officers of the Company concluded that the Company’s disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms.

b.	Changes in internal controls. The Company made no significant changes in its internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation of those controls by the Chief Executive and Chief Financial officers.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There are no material pending legal proceeding to which First Community Bank Corporation of America and Subsidiaries, is a party or to which any of their property is subject.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2007.

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

PART II. OTHER INFORMATION, CONTINUED

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

The Annual Meeting of Shareholders (the “Annual Meeting”) of First Community Bank Corporation of America, was held on May 12, 2008, to consider the election of nine directors with terms expiring at the Annual Meeting in 2009, to fix the number of directors to serve on the board for the ensuing year at eleven and the adjournment of the Annual Meeting to solicit additional proxies in the event there were not sufficient votes to approve any of the foregoing items.

At the Annual Meeting 3,700,856 shares were present in person or by proxy. Listed below are the directors that were elected at the Annual Meeting, their terms, and a summary of the votes cast for each nominee.


	Term Expiring	For	Against	Abstain
Brad Bishop	2009	3,692,956	—	7,900

Kenneth P. Cherven	2009	3,692,594	—	8,262

Edwin C. Hussemann	2009	3,692,799	—	8,057

Kenneth Delarbre	2009	3,693,045	—	7,811

James Macaluso	2009	3,643,489	—	57,367

David K. Meehan	2009	3,692,798	—	8,058

Robert G. Menke	2009	3,692,799	—	8,057

Robert M. Menke	2009	3,689,848	—	11,008

Kenneth F. Faliero	2009	3,692,956	—	7,900

The shareholders voted on two other matters-

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

PART II. OTHER INFORMATION, CONTINUED

Item 6. Exhibits

Exhibits. The following exhibits were filed with the Securities and Exchange Commission.


Exhibit No.		Description of Exhibit
*3.1		Amended and Restated Articles of Incorporation

*3.2		Bylaws

*4.1		Specimen Common Stock Certificate

*4.3		Warrant Certificate

**10.1		Employment Agreement of Kenneth P. Cherven dated June 16, 2002

*10.2		First Amended and Restated Non-Employee Director Stock Option Plan

*10.3		Long-Term Incentive Plan

*10.4		Incentive Compensation Plan

***10.5		Employment Agreement of Kenneth P. Cherven dated November 29, 2004

****10.6		Deferred Compensation Plan of Kenneth P. Cherven dated January 1, 2005.

31.1		Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act

31.2		Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002

**99.5		Audit Committee Charter

*	Exhibits marked with an asterisk were submitted with the Company’s original filing of Form SB-2 on April 7, 2003.

**	Exhibits marked with a double asterisk were submitted with the Company’s filing of its Amendment One to Form SB-2 on May 8, 2003.

***	Exhibits marked with triple asterisk were submitted with the Company’s filing of Form 10-QSB on May 13, 2005.

****	Exhibits marked with quadruple asterisk were submitted with the Company’s filing of Form 10-QSB on August 12, 2005.

FIRST COMMUNITY BANK CORPORATION OF AMERICA AND SUBSIDIARIES

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 COMMUNITY BANK CORPORATION OF AMERICA
	(Registrant)

Date: August 13, 2008	By:	/s/ Kenneth P. Cherven
		Kenneth P. Cherven, President and Chief Executive Officer

Date: August 13, 2008	By:	/s/ Stan B. McClelland
		Stan B. McClelland, Chief Financial Officer