FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-9785 TRI CITY BANKSHARES CORPORATION (Exact name of registrant as specified in its charter) Wisconsin 39-1158740 ------------- --------------- (State or other jurisdiction of (IRS Employer ID Number) incorporation or organization) 6400 S. 27th Street, Oak Creek, WI (Address of principal executive offices) 53154 Zip Code (414) 761-1610 ---------------------- (Registrant's telephone number, including area code) 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 ----- ----- The number of shares outstanding of $1.00 par value common stock, as of September 30, 2001: 2,626,216 FORM 10-Q TRI CITY BANKSHARES CORPORATION INDEX PART 1 - FINANCIAL INFORMATION Page # Item 1 Financial Statements (Unaudited) Consolidated Balance Sheets as of September 30, 2001 and December 31, 2000 3 Consolidated Statements of Income for the Three Months ended September 30, 2001 and 2000 4 Consolidated Statements of Income for the Nine Months ended September 30, 2001 and 2000 5 Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2001 and 2000 6 Notes to Unaudited Consolidated Financial Statements 7 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3 Quantitative and Qualitative Disclosures About Market Risk 16 PART II - OTHER INFORMATION Item 6 Exhibits and Reports on Form 8-K 17 Signatures 18 2 TRI CITY BANKSHARES CORPORATION CONSOLIDATED BALANCE SHEETS September 30, December 31, ASSETS 2001 2000 (Unaudited) ------------- ------------- Cash and due from banks $ 27,787,182 $ 43,873,802 Federal funds sold 37,636,574 1,335,776 ------------- ------------- Cash and cash equivalents Investment securities: Held-to-maturity (fair value of 2001 - $121,318,667 2000 - $134,164,593) 118,112,662 134,287,069 Loans 376,639,698 361,771,147 Allowance for loan losses (4,778,314) (4,521,465) ------------- ------------- Net Loans 371,861,384 357,249,682 Premises and equipment 22,684,910 21,593,336 Other assets 4,548,016 4,735,268 ------------- ------------- TOTAL ASSETS $ 582,630,728 $ 563,074,933 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Non-interest bearing $ 131,421,441 $ 136,522,645 Interesting bearing (over $100,000) 58,504,979 44,214,855 Interest bearing 302,458,701 289,403,636 ------------- ------------- Total Deposits Short-term borrowings: Securities sold under agreements to repurch 10,076,621 19,787,032 Other 4,703,433 2,233,059 ------------- ------------- Other Liabilities 2,277,403 2,017,264 ------------- ------------- TOTAL LIABILITIES 509,442,578 494,178,491 Stockholders' equity: Cumulative Preferred stock, par value - $1 per share authorized - 200,000 shares; issued and outstanding - none Commonstock, par value - $1 per share authorized - 5,000,000 shares; Issued and outstanding: 2001 - 2,616,216 shares; 2000 - 2,575,797 shares 2,616,216 2,575,797 Additional paid in capital 13,414,328 11,757,507 Retained earnings 57,157,606 54,563,138 ------------- ------------- TOTAL STOCKHOLDERS' EQUITY TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 582,630,728 $ 563,074,933 ============= ============= See Notes to Unaudited Consolidated Financial Statements. 3 TRI CITY BANKSHARES CORPORATION CONSOLIDATED STATEMENTS OF INCOME FOR THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (UNAUDITED) 2001 2000 ------------ ------------ Interest income: Loans, including fees $ 7,995,846 $ 8,032,995 Investment securities: Taxable 622,698 732,573 Exempt from federal income tax 803,436 1,012,312 Federal funds sold 364,815 222,215 ------------ ------------ TOTAL INTEREST INCOME 9,786,795 10,000,095 Interest expense: Deposits 3,037,282 2,785,484 Short-term borrowings 170,477 787,861 ------------ ------------ TOTAL INTEREST EXPENSE 3,207,759 3,573,345 ------------ ------------ NET INTEREST INCOME 6,579,036 6,426,750 Provision for loan losses (105,000) (75,000) ------------ ------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 6,474,036 6,351,750 Other income: Service charge income 682,413 712,456 Rental income 317,562 235,731 Gain or Sale of Loans 0 0 Other 757,647 602,376 ------------ ------------ TOTAL OTHER INCOME 1,757,622 1,550,563 Other Expense: Salaries and employee benefits 3,188,481 2,935,060 Net occupancy 774,977 722,735 Equipment 377,042 367,243 Data processing 309,957 289,525 Advertising 227,916 203,203 Regulatory Agency Assessments 52,241 52,667 Office Supplies 134,322 151,580 Other 999,084 582,291 ------------ ------------ TOTAL OTHER EXPENSE 6,064,020 5,304,304 Income before income taxes 2,167,638 2,598,009 Provision for income Taxes 529,000 684,000 ------------ ------------ NET INCOME $ 1,638,638 $ 1,914,009 ============ ============ Per share data: Net income $ 0.63 $ 0.75 Average shares outstanding $ 2,613,477 $ 2,559,943 See Notes to Unaudited Consolidated Financial Statements. 4 TRI CITY BANKSHARES CORPORATION CONSOLIDATED STATEMENTS OF INCOME FOR NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (UNAUDITED) 2001 2000 ------------ ------------ Interest income: Loans, including fees $ 24,285,516 $ 22,544,282 Investment securities: Taxable 2,036,279 2,495,140 Exempt from federal income tax 2,493,228 2,838,765 Federal funds sold 662,996 864,327 ------------ ------------ TOTAL INTEREST INCOME 29,478,019 28,742,514 Interest expense: Deposits 9,270,877 8,244,615 Short-term borrowings 703,778 1,834,091 ------------ ------------ TOTAL INTEREST EXPENSE 9,974,655 10,078,706 ------------ ------------ NET INTEREST INCOME 19,503,364 18,663,808 Provision for loan losses (315,000) (225,000) ------------ ------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 19,188,364 18,438,808 Other income: Service charge income 2,079,829 2,230,756 Rental income 942,576 724,890 Gain on Sale of Loans 0 8,672 Other 2,183,427 2,518,431 ------------ ------------ TOTAL OTHER INCOME 5,205,832 5,482,749 Other expense: Salaries and employee benefits 9,225,334 8,786,272 Net occupancy 2,255,154 2,198,805 Equipment 1,112,506 1,059,868 Data processing 903,634 852,632 Advertising 526,914 500,294 Regulatory agency assessments 155,763 154,961 Office supplies 435,911 428,452 Other 2,296,616 1,855,586 ------------ ------------ TOTAL OTHER EXPENSE 16,911,832 15,836,870 Income before income taxes 7,482,364 8,084,687 Provision for income taxes 1,936,000 2,172,000 ------------ ------------ NET INCOME $ 5,546,364 $ 5,912,687 ============ ============ Per share data: Net income $ 2.13 $ 2.32 Common stock investment $ 28.15 $ 26.39 Dividends $ 1.140 $ 1.050 Average shares outstanding 2,600,350 2,550,492 See Notes to Unaudited Consolidated Financial Statements. 5 TRI CITY BANKSHARES CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS FOR NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 2001 2000 ------------ ------------ OPERATING ACTIVITIES Net income $ 5,546,364 $ 5,912,687 Adjustments to reconcile net income to net cash provided by operating activities: Proceeds from sale of loans held for sale 39,216,711 3,472,010 Origination of loans held for sale (39,216,711) (3,472,010) Amortization of investment securities premiums and accretion of discounts 107,517 168,807 Provision for loan losses 315,000 225,000 Provision for depreciation 1,484,590 1,406,259 (Increase) in interest receivable 263,989 (359,005) (Decrease) in interest payable 35,998 (34,270) Other 147,396 2,143,368 ------------ ------------ NET CASH PROVIDED BY OPERATING ACTIVITIES 7,900,854 9,462,846 INVESTING ACTIVITIES Investment Securities Held to Maturity: Proceeds from maturities and redemptions of investment securities 50,045,053 7,384,881 Purchase of investment securities (33,978,160) (1,000,000) Net increase in loans (14,926,702) (38,044,894) Purchases of premises and equipment (2,576,164) (1,370,673) ------------ ------------ NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (1,435,973) (33,030,686) FINANCING ACTIVITIES Net increase (decrease) in deposits 22,243,985 (32,147,268) Net increase in short-term borrowings (7,240,037) 40,624,304 Issuance of Common Stock 1,697,240 940,858 Cash dividends (2,951,891) (2,671,188) ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 13,749,297 6,746,706 ------------ ------------ INCREASE IN CASH AND CASH EQUIVALENTS 20,214,178 (16,821,134) Cash and cash equivalents at the beginning of the period 45,209,578 45,481,918 ------------ ------------ CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD $ 65,423,756 $ 28,660,784 ============ ============ See Notes to Unaudited Consolidated Financial Statements. 6 TRI CITY BANKSHARES CORPORATION NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (A) Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Annual Report on Form 10-K of Tri City Bankshares Corporation ("Tri City" or the "Corporation") for the year ended December 31, 2000. The December 31, 2000 financial information included herein is derived from the December 31, 2000 Consolidated Balance Sheet of Tri City which is included in the aforesaid Annual Report on Form 10-K. In the opinion of Tri City's management, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly Tri City's financial position as of September 30, 2001 and the results of its operations for the three month and nine month periods ended September 30, 2001 and 2000 and cash flows for the nine months ended September 30, 2001 and 2000. The operating results for the first nine months of 2001 are not necessarily indicative of the results which may be expected for the entire 2001 fiscal year. (B) Accounting Changes In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets, effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual 7 impairment tests in accordance with the Statements. Other intangible assets will continue to be amortized over their useful lives. The Corporation will apply the new rules on accounting for goodwill and other intangible assets beginning in the first quarter of 2002. Application of the Statements is not expected to have a material effect on the earnings or financial position of the Corporation. (C) Pending Litigation Tri City is the defendant in two separate actions pending in Milwaukee County, Wisconsin, Circuit Court. Both of the actions arise out of a loan fraud perpetrated by an individual not affiliated with the bank. Two former employees of Tri City were convicted of providing false information used by the individual to fraudulently obtain loans. The court granted one of the plaintiffs summary judgment on liability, and the case has been set for trial on damages commencing April 15, 2002. The second action is in the early stages of discovery. An estimate of the Corporation's liability with respect to the claims cannot be reasonable made with currently available information. The bank's fidelity bond insurer has denied the bank's initial request for coverage of losses which may result from these lawsuits. However, after consultation with outside counsel the Corporation believes that damages that may be awarded for either or both cases should be covered by the bank's fidelity bond. If our views prevail this litigation should not have a material effect on the Corporation's results of operations. 8 TRI CITY BANKSHARES CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion contains certain "forward-looking statements," including statements concerning objectives and future events or performance, and other statements which are other than historical fact. Factors which may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to, the following possibilities: (i) lower than anticipated loan and deposit growth due to a variety of factors, including changes in the interest rate environment and an increase in competitive pressures in the banking and financial services industry; (ii) insufficient reserves for loan losses; (iii) poorer than expected general economic conditions; (iv) legislation or regulatory changes which adversely affect the banking industry; and (v) other unanticipated occurrences. CHANGES IN FINANCIAL POSITION Net assets of Tri City Bankshares Corporation (the "Corporation") have increased $19.6 million (3.5%) during the nine months ended September 30, 2001. Loan growth has slowed during the second and third quarters, and as a result loan portfolio increases during the first nine months of 2001 were $14.9 million. The uncertainty of the current economy and national events during the past several months have slowed the demand for loans. Management continues its growth goals as lenders in the banking subsidiary work toward new business development despite the slowdown. The reserve for loan losses has increased $256,850 (5.7%) in the first nine months of 2001. This growth is reflective of the overall increase in loans during the past twelve months and not the result of increases required by a deterioration of the loan portfolio. Management assessment of portfolio performance reflects stable loan delinquency, collection, non-accrual and charge off levels. Management reviews the adequacy of the Corporation's reserve for loan loss quarterly, and considers the level of non-performing loans, loan portfolio size and composition, borrower's financial 9 condition, general economic conditions, collateral adequacy and historical loss experience. The average loan charge-off history for the Corporation has remained low and management believes the current slowdown in the economy market should not require an increase in the reserve. Investment securities decreased during the first nine months of 2001 by $16.2 million (12.0%). A significant number of investments have been called due to the rapid decline in interest rates during the first nine months of 2001. Replacing these called securities, and reinvesting normally maturing securities have reduced the investment portfolio average yield. Redeployment opportunities at reasonable yields are limited and short term placement in Federal funds has also lowered margins as the Federal Reserve has dramatically reduced short term rates. Temporary positions in Federal funds until suitable investment securities can be found accounts for the $20.2 million (44.7%) increase in cash and cash equivalents during the first nine months of 2001. Premises and equipment have increased $1.1 million (5.1%) during the first nine months of 2001. A new brick and mortar branch location in South Milwaukee, Wisconsin is primarily responsible for this increase. The Corporation has also replaced equipment at its service center in anticipation of offering customers "check imaging" statements in the near future. During the first nine months of 2001, deposits have increased $22.2 million (4.7%). Management continues to work diligently to maintain and expand the Corporation's deposit base. Promotional offers are intended to attract new customers and keep existing ones. The dramatic decline in rates during 2001 requires management to devise ways to offer customers savings instruments which provide some flexibility and competitive rates. The goal, as always, is maintaining a competitive edge while still ensuring the profitability of the Corporation. 10 LIQUIDITY The ability to provide the necessary funds for the day-to-day operations of the Corporation depends on a sound liquidity position. Management has continued to monitor the Corporation's liquidity position by reviewing the maturity distribution between interest earning assets and interest bearing liabilities. Fluctuations in interest rates can be the primary cause for the flow of funds into or out of a financial institution. The Corporation continues to offer products that are competitive and will encourage depositors to leave their funds in the Corporation's banking subsidiary. Management believes that their efforts will help the Corporation not only to retain these deposits, but also to encourage continued growth. In the event the Corporation's primary source of liquidity, the core deposits of its banking subsidiary, is insufficient to meet liquidity needs, the banking subsidiary had federal funds sold availability at quarter end to meet funding demand of $24.3 million. The banking subsidiary also has a $30 million federal funds purchase facility available through its correspondent bank relationship. In addition, the subsidiary has $34 million available for short term liquidity through reverse repurchase agreements. CAPITAL RESOURCES During the first nine months of 2001 the Corporation has opened a new full service brick and mortar branch in South Milwaukee, Wisconsin. The Corporation also replaced some item processing equipment at its item processing center in anticipation of offering check imaging to customers as a alternative to returning cancelled checks in their statements. These projects cost approximately $2 million and were funded internally. There are no other major projects currently planned for 2001; however, management continues to examine ways in which the Corporation can grow and increase its profitability. Presented with the right opportunity, management will act according to the best interests of the Corporation. 11 RESULTS OF OPERATIONS Three Months ended September 30, 2001 and 2000 ---------------------------------------------- Net income for the Corporation has decreased $430,600 (32.8%) during the third quarter ended September 30, 2001 compared to an increase of $177,100 (10.2%) during the same period in 2000. Professional fees for the banking subsidiary, including legal and related expenses associated with pending litigation increased $230,200. Additionally, as the prime rate and interest rates in general have continued to slide downward, the net interest margin of the banking subsidiary has been compressed. The slowing economy has also dampened loan demand. New loans for the third quarter of 2001 increased $1.1 million compared to an increase of $12.9 million in 2000. As a result, while the loan portfolio remained stable, loan growth did not provide a positive contribution to interest income on loans and net income overall as it has for several recent quarters. As prime tied and maturing loans reprice in a declining rate scenario, the overall average yield in the loan portfolio also decreases, although fees earned on loans have continued to remain stable. The average yield on loans was 7.85% as of September 30, 2001 compared to an average yield of 8.73% as of September 30, 2000. Interest income on investment securities decreased $318,700 (18.3%) during the third quarter of 2001 compared to a decrease of $216,700 (11.0%) in the third quarter of 2000. Declining rates have continued to affect the investment securities as well. A portion of available securities carry call provisions which enable them to advance their maturity dates. As rates have continued to decline, most securities which have call features have been called and reissued at lower yields. Management has allowed the investment portfolio to contract through the third quarter. 12 Interest earned on Federal Funds sold has decreased $208,900 during the third quarter ended September 30, 2001 compared to an increase of $212,700 in the third quarter ended September 30, 2000. Interest yields earned on Federal Funds sold have decreased substantially from a September 2000 average yield of 6.6% to a September 2001 average yield of 3.1%. Interest expense on deposits increased $251,800 (9.0%) in the three months ended September 30, 2001 compared to an increase of $169,400 (6.5%) in the three months ended September 30, 2000. Although interest rates have declined, deposits have increased substantially. Some repricing occurred daily during the quarter on immediately repricable deposits. Other deposit products were reviewed periodically during the quarter and repriced in accordance with the market and the competition. Additional reductions in interest expense will occur in the fourth quarter as a large block of high yielding certificates of deposit mature. Management's goal is to invest these funds into instruments that will give the Corporation an adequate spread and still maintain a positive liquidity position. Management strives to maintain a liquidity position in which the Corporation can adjust to drastic rate changes and still maintain strong profitability. Interest expense on borrowed funds decreased $617,400 (78.4%) during the third quarter of 2001 compared to an increase of $581,900 (282.6%) in the third quarter of 2000. The Corporation was not only paying lower rates for borrowed funds but also experienced lower balances. In 2000 the Corporation paid an average of 6.3% on quarterly average borrowings of $50.4 million while in 2001 the average rate dropped to 2.6% on quarterly average borrowings of $21.6 million. Other income increased $207,000 (13.4%) in the three months ended September 30, 2001 compared to a decrease of $173,400 (10.1%) in the three months ended September 30, 2000. The Corporation has begun to offer investment services to its customers and income from this venture has added to net income. Fees derived from check card usage have also increased significantly. 13 Other expenses increased $759,700 (14.3%) in the third quarter of 2001 compared to an increase of $94,400 (1.8%) in the third quarter of 2000. Again, significant increases in legal and professional fees related to pending litigation are a major contributor to this increase. A second contributor is the dramatic increase of the health care benefit for full time employees. This increase for the third quarter was $79,700 over the cost of the same benefit during the same period last year. A summarized change in income for the quarters appears below: Three Months Ended September 30, September 30, 2001 2001 2000 Over (Under) (UNAUDITED) (UNAUDITED) 2000 ------- ------- ------- Revenue and Expenses: (000's) Interest Income $ 9,787 $10,000 (213) Less: Interest Expense 3,208 3,573 (365) ------- ------- ------- Net Interest Income 6,579 6,427 152 Less: Provision for Loan Loss 105 75 30 Other Operating Expense Net of Other Operating Revenues 4,306 3,754 552 ------- ------- ------- Income Before Income Taxes 2,168 2,598 (430) Tax Provision 529 684 (155) ------- ------- ------- NET INCOME $ 1,639 $ 1,914 $ (275) ======= ======= ======= Nine Months ended September 30, 2001 and 2000 --------------------------------------------- Net income for the first nine months of 2001 decreased $366,300 (6.2%) compared to an increase of $839,300 (16.5%) in the first nine months of 2000. During the first quarter of 2000 the Corporation sold its investment in the First National Bank of Eagle River, Wisconsin. If 2000 net income is adjusted for the gain and associated taxes on this transaction, then net income for the first nine months of 2001 would have increased $126,500 (2.3%) compared to an increase of $346,400 (6.4%) in the first nine months of 2000. 14 Interest income and fees on loans increased $1.7 million (7.7%) during the first nine months of 2001 compared to an increase of $3.5 million (18.3%) during the first nine months of 2000. Although the loan portfolio has increased $14.9 million since December 31, 2000, interest rates have been steadily declining during 2001 with the Federal Reserve lowering their lending rate seven times during the first nine months of 2001. Management believes that commercial loan demand will remain remain soft through the remainder of this year. Consumer loan demand has also softened as the auto industry stimulates with 0% APR offers. One exception in the loan sector has been increased activity in home mortgage loans. These loans do not increase the banking subsidiary's loan portfolio as they are ultimately sold in the secondary market. They are nonetheless very good business and management has taken steps to increase production capacity for this product because the activity produces fee income from closing costs, long term revenue from servicing fees and brings new customers to the bank. Interest income on investment securities has decreased $804,400 (15.1%) in the nine months ended September 30, 2001 compared to a decrease of $474,100 (8.2%) in the nine months ended September 30, 2000. Rapidly falling interest rates have encouraged early calls on those securities that were issued with this feature. Municipalities have taken advantage of this environment and have called their obligations if they could and reissued them at much lower yields. Interest expense on deposits increased $1.0 million (12.4%) during the first nine months of 2001 compared to an increase of $408,100 (5.2%) in the first nine months of 2000. Deposit balances increased $22.2 million in the first nine months of 2001 compared to a decrease of $32.1 million during the same period in 2000. The increase in expense due to balance increase has more than offset the decrease attributed to the drop in rates on these deposits. Interest on borrowed funds has decreased during the first nine months of 2001 $1.1 million (61.6%) compared to an increase of $1.5 million (547.1%) during the first nine months of 15 2000. Proceeds from short-term funding agreements entered into during the first quarter of 2000 have been withdrawn and rates have drastically fallen on borrowed funds. Other expenses net of other income increased $1.3 million (13.1%) during the first nine months of 2001 compared to an increase of $213,200(2.1%) during the first nine months of 2000. During 2001 the Corporation encountered additional expenses from operations started at a new branch office in South Milwaukee, Wisconsin, and from new equipment purchased for the document imaging process at the Corporation's service center. The Corporation also realized a gain of $811,000 on the sale of its investment in an affiliated bank during 2000. CAPITAL ADEQUACY Federal banking regulatory agencies have established capital adequacy rules which take into account risk attributable to balance sheet assets and off-balance-sheet activities. All banks and bank holding companies must meet a minimum risk-based capital ratio of 8.0% of which 4.0% must be comprised of tier 1 capital. The federal banking agencies also have adopted leverage capital guidelines which banking organizations must meet. Under these guidelines, the most highly rated banking organizations must meet a minimum leverage ratio of at least 3.0% tier 1 capital to total assets, while lower rated banking organizations must maintain a ratio of at least 4.0% to 5.0%. The risk-based capital ratio for the Corporation is 19.76% and its leverage ratio is 12.60%. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Corporation's Annual Report on Form 10-K for the year ended December 31, 2000 contains certain disclosures about market risks affecting the Corporation. There have been no material changes to the information provided which would require additional disclosures as of the date of this filing. 16 PART II - OTHER INFORMATION Item 1 Legal Proceedings See footnote C of the Corporation's financial statements for information pertaining to legal proceedings. Item 6 Exhibits and Reports on Form 8-K (a) Exhibits None (b) Reports on Form 8-K None 17 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. TRI CITY BANKSHARES CORPORATION (Registrant) DATE: November 13, 2001 /s/Henry Karbiner,Jr. --------------------- ---------------------------------- Henry Karbiner, Jr., President and Chief Executive Officer (Principal Executive Officer) DATE: November 13, 2001 /s/Thomas W. Vierthaler --------------------- ------------------------------ Thomas W. Vierthaler Vice President and Comptroller (Chief Accounting Officer) 18