Page 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 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 number: 33-58832 FIRST CENTRAL BANCSHARES, INC. (Exact name of small business issue as specified in its charter) Tennessee (State or other jurisdiction of incorporation or organization) 725 Highway 321 North, Lenoir City, Tennessee (Address of principal executive office) 62-1482501 (I.R.S. Employer Identification No.) 37771-0230 (Zip Code) Registrant's telephone number, including area code: (865) 986- 1300 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock (par value $5.00 per share) Indicate by 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 mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or (15d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [x] No [ ] The number of outstanding shares of the registrant's Common Stock, par value $5.00 per share, was 559,361 on October 30, 2000. FORM 10-QSB Index Page Number PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets as of September 30, 2000 and December 31, 1999 3 Condensed Consolidated Statements of Income for the three months and nine months ended September 30, 2000 and 1999 4 Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2000 and 1999 5 Condensed Consolidated Statements of Comprehensive Income for the three months and nine months ended September 30, 2000 and 1999 6 Notes to Condensed Consolidated Financial Statements7-10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11-16 PART II. OTHER INFORMATION Item 1. Legal Proceedings 16 Item 2. Changes in Securities 16 Item 3. Defaults upon Senior Securities 16 Item 4. Submission of Matters to a Vote of Securities Holders 16 Item 5. Other Information 16 Item 6. Exhibits and Reports on Form 8-K 16 Signatures 17 PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY Condensed Consolidated Balance Sheets (In Thousands) (Unaudited) September 30, December 31, 2000 1999 - -ASSETS- Cash and Due from Banks $ 5,638 $ 6,221 Federal Funds Sold 20 2,280 Total Cash and Cash Equivalents 5,658 8,501 Investment Securities Available for Sale 32,707 28,229 Loans, Net 75,596 71,152 Premises and Equipment (Net) 4,831 5,109 Accrued Interest Receivable 879 779 Other Assets 652 962 TOTAL ASSETS $120,323 $114,732 - -LIABILITIES AND STOCKHOLDERS' EQUITY- Liabilities: Deposits Non-Interest Bearing $ 17,059 $ 16,592 Interest Bearing 91,252 86,146 Total Deposits 108,311 102,738 Securities Sold Under Agreement to Repurchase386 2,671 Federal Funds Purchased 1,200 -0- Accrued Interest Payable 472 391 Other Liabilities 189 273 Total Liabilities 110,558 106,073 Stockholders' Equity: Common Stock - Par Value $5.00, Authorized 2,000,000 Shares; Issued 564,361 Shares (513,281 in 1999) 2,822 2,566 Additional Paid-In Capital 5,430 4,357 Treasury Stock (130) -0- Retained Earnings 2,348 2,639 Accumulated Other Comprehensive Income (Loss) (705) (903) Total Stockholders' Equity 9,765 8,659 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$120,323 $114,732 See accompanying notes to financial statements. FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY Condensed Consolidated Statements of Income (Unaudited) (In Thousands Except per Share Information) Three Months Ended Nine Months Ended September 30, September 30, 2000 1999 2000 1999 INTEREST INCOME: Loans $1,778 $1,567 $5,125 $4,517 Investment Securities 575 455 1,661 1,335 Federal Funds Sold 4 60 38 268 Total Interest Income 2,357 2,082 6,824 6,120 INTEREST EXPENSE: Deposits 1,141 978 3,264 2,926 Securities Sold Under Agreements to Repurchase 3 0 27 22 Federal Funds Purchased 14 0 36 0 Total Interest Expense 1,158 978 3,327 2,948 Net Interest Income 1,199 1,104 3,497 3,172 PROVISION FOR LOAN LOSSES 31 35 185 155 Net Interest Income After Provision for Loan Losses 1,168 1,069 3,312 3,017 NONINTEREST INCOME Service Charges on Demand Deposits 161 157 480 443 Loan Fees and Other Service Charges 84 109 241 368 Gain on Sale of Investment Securities 0 0 0 23 Gain on Sale of Branch 5 0 435 0 Other 44 26 141 88 Total 294 292 1,297 922 NONINTEREST EXPENSE Salaries and Employee Benefits 569 499 1,619 1,529 Occupancy 113 116 325 323 Data Processing Fees 104 86 304 249 Furniture and Equipment 66 79 219 216 Federal Insurance Premiums 12 9 35 31 Advertising and Promotion 50 30 109 99 Office Supplies and Postage78 86 160 170 Other 27 8 144 145 Total Noninterest Expense 1,019 913 2,915 2,762 INCOME BEFORE INCOME TAX 443 448 1,694 1,177 INCOME TAXES 197 165 656 427 NET INCOME $ 246 $ 283 $1,038 $ 750 BASIC EARNINGS PER COMMON SHARE $ 0.43 $ 0.55 $ 1.87 $ 1.46 See accompanying notes to financial statements. FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY Condensed Consolidated Statements of Cash Flows (Unaudited) (In Thousands) Nine Months Ended September 30, 2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 1,038 $ 750 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Provision for Loan Losses 185 155 Depreciation 220 229 Gain on Sale of Investment Securities -0- (23) (Increase) in Interest Receivable (100) (1) Increase (Decrease) in Interest Payable 81 (37) Amortization of Premiums (Discounts) on Investment Securities, Net 41 22 FHLB Stock Dividends (19) (54) Gain on Sale of Branch (435) -0- (Increase) Decrease in Other Assets 188 (139) Increase (Decrease) in Other Liabilities (84) 95 Total Adjustments 77 247 Net Cash Provided by Operating Activities 1,115 997 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds From Maturities, Principal Paydowns and Redemption of Investment Securities Available for Sale 739 9,443 Purchase of Investment Securities Available for Sale (4,919) (11,964) (Increase) Decrease in Loans (4,629) (8,540) Purchase of Premises and Equipment (730) (1,069) Sales of Premises and Equipment 1,223 -0- Net Cash Used in Investing Activities (8,316) (12,130) NET CASH FROM FINANCING ACTIVITIES Increase (Decrease) in Deposits 5,573 (1,068) Increase (Decrease)in Securities Sold Under Agreement to Repurchase (2,285) 1,721 Increase in Federal Funds Purchased 1,200 -0- Purchase of Common Stock (130) -0- Net Cash Provided by Financing Activities 4,358 653 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,843) (10,480) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,501 17,47 9 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,658 $ 6,999 Supplementary Disclosures of Cash Flow Information: Cash Paid During the Period For: Interest $ 3,246 $ 2,911 Income Taxes $ 802 $ 392 Supplementary Disclosures of Noncash Investing Activities: Change in Unrealized Loss on Investment Securities$ 320 $ 1 ,158 Change in Deferred Income Tax Benefit Associated with Unrealized Loss on Investment Securities $ 122 $ 440 Change in Net Unrealized Loss on Investment Securities$ 198 $ 718 Issuance of Common Stock Dividend: Par $ 256 $ -0- Additional Paid-in Capital $ 1,073 $ -0- Reduction in Retained Earnings Due to Issuance of Common Stock $ 1,329 $ -0- See accompanying notes to financial statements. FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY Condensed Consolidated Statements of Comprehensive Income (Unaudited) (In Thousands) Three Months Ended Nine Months Ended September 30, September 30, 2000 1999 2000 1999 Net Income $ 246 $ 283 $1,038 $ 750 Other Comprehensive Income (Loss), Net of Tax: Unrealized Gains/(Losses) on Investment Securities 440 (133) 320 (1,158) Less Reclassification Adjustment for Gains Included in Net Income -0- -0- -0- -0- Less Income Taxes Related to Unrealized Gains/(Losses) on Investment Securities (167) 49 (122) 440 Other Comprehensive Income (Loss), Net of Tax 273 (84) 198 (718) Comprehensive Income $ 519 $ 199 $ 1,236 $ 32 See accompanying notes to financial statements. FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) September 30, 2000 and 1999 NOTE 1 - ORGANIZATION AND BUSINESS First Central Bancshares, Inc. (the Company) was incorporated in 1993 for the purpose of becoming a one bank holding company. On April 3, 1993, the Company acquired 100% of First Central Bank (the Bank) through a share exchange agreement approved by the shareholders of the Bank. The investment in First Central Bank represents virtually all of the assets of First Central Bancshares, Inc. The consolidated financial statements include the accounts of First Central Bancshares, Inc. and its wholly owned subsidiary, First Central Bank. All significant intercompany transactions and balances have been eliminated. The Company's subsidiary, First Central Bank, formed a new subsidiary, FCB Financial Services, Inc. in 2000. This new subsidiary is a financial services company authorized by the State of Tennessee to sell insurance and investments. FCB Financial Services, Inc. has had no activity as of September 30, 2000. NOTE 2 - BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared by the Company. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. In the opinion of the Company's management, the disclosures made are adequate to make the information presented not misleading, and the consolidated financial statements contain all adjustments necessary to present fairly the financial position as of September 30, 2000, results of operations for the three months and nine months ended September 30, 2000 and 1999, and cash flows for the nine months ended September 30, 2000 and 1999. The results of operations for the three months and nine months ended September 30, 2000 are not necessarily indicative of the results to be expected for the full year. Certain items in the 1999 consolidated financial statements have been reclassified to conform with the 2000 consolidated financial statements. In particular, the following change has been made to the December 31, 1999 condensed consolidated balance sheet: As Previously Reported As Restated Deposits (in thousands) Noninterest Bearing $ 16,592 $ 16,592 Interest Bearing 88,817 86,146 Total Deposits 105,409 102,738 Securities Solid Under Agreements to Repurchase -0- 2,671 In addition, the categories of noninterest income and noninterest expense have been detailed on the consolidated condensed statements of income in accordance with the instructions for Form 10QSB. NOTE 3 - TREASURY STOCK During the quarter ended June 30, 2000, the Company repurchased 5,000 shares of its common stock at a total cost of $130,000 from the estate of a stockholder. NOTE 4 - STOCK OPTION PLAN On April 20, 2000, the stockholders of the Company approved a stock option plan which reserves 25,000 shares of the Company's common stock for present and future employees as an incentive for long-term employment. As of September 30, 2000, the plan has not been implemented and no options have been awarded. NOTE 5 - EARNINGS PER SHARE Basic earnings per share is based on the weighted average number of shares outstanding during the period. For the nine months ended September 30, 2000 and 1999 the weighted average number of shares was 554,107 and 513,281, respectively. During the period ended September 30, 2000 and 1999 the Company did not have any dilutive securities. NOTE 6 - RECENT REGULATORY AND ACCOUNTING PRONOUNCEMENTS In June 1998, the FASB issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including derivative instruments embedded in other contracts, (collectively referred to as derivatives) and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the consolidated statement of financial position and measure those instruments at fair value. This statement amends FASB Statement No. 52, Foreign Currency Translation, to permit a special accounting for a hedge of a foreign currency forecasted transaction with a derivative. It supersedes FASB Statements No. 80, Accounting for Future Contracts, No. 105, Disclosure of Information about Financial Instruments with Off-Balance Sheet Risk and Financial Instruments with Concentrations of Credit Risk, and No. 119, Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments. It amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments to include in Statement No. 107 the disclosure provisions about concentrations of credit risk from Statement No. 105. In June 1999, the FASB issued Statement of Financial Accounting Standards No. 137, Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133. SFAS 137 amends SFAS 133 and deferred the effective data until June 15, 2000. The Statement is required to be applied retroactively to consolidated financial statements of prior periods. In June 2000, the FASB issued Statement of Financial Accounting Standards No. 138. This statement amends the accounting and reporting standards of Statement No. 133 for certain derivative instruments and certain hedging activities. The Bank does not currently hold any derivative instruments or engage in hedging activities. Therefore, these statements have no effect on the Company's financial statements at the present time. In October 1998, the FASB issued Statement of Financial Accounting Standards No. 134, Accounting for Mortgage-Backed Securities after Securitization of Mortgage Loans Held for Sale by a Mortgage Banking Enterprise. SFAS No. 134 amends FASB Statement No. 65, Accounting for Certain Mortgage Banking Activities, which establishes accounting and reporting standards for certain activities of mortgage banking enterprises and other enterprises that conduct operations that are substantially similar to the primary operations of a mortgage banking enterprise. The Bank is not currently entering into any transactions related to securitization of mortgage loans, nor does the Bank anticipate entering into any transactions of this nature in the future. Therefore, SFAS No. 134 is not expected to have any effect on our financial condition or results of operations. On November 12, 1999, President Clinton signed legislation which could have a far-reaching impact on the financial services industry. The Gramm-Leach-Bliley ("G-L-B") Act authorizes affiliations between banking, securities, and insurance firms and authorizes bank holding companies and national banks to engage in a variety of new financial activities. Among the new activities that will be permitted to bank holding companies are securities and insurance brokerage, securities underwriting, insurance underwriting and merchant banking. The Board of Governors of the Federal Reserve System ("Federal Reserve Board"), in consultation with the Secretary of the Treasury, may approve additional financial activities. The G-L-B Act imposes new requirements on financial institutions with respect to customer privacy. The G-L-B Act generally prohibits disclosure of customer information to non- affiliated third parties unless the customer has been given the opportunity to object and has not objected to such disclosure. Financial institutions are further required to disclose their privacy policies to customers annually. The G-L-B Act contains a variety of other provisions including a prohibition against ATM surcharges unless the customer has first been provided notice of the imposition and amount of the fee. The G-L-B Act reduces the frequency of Community Reinvestment Act examinations for smaller institutions and imposes certain reporting requirements on depository institutions that make payments to non-governmental entities in connection with the Community Reinvestment Act. The Company is unable to predict the impact of the G-L-B Act on its operations at this time. In September 2000, the FASB issued Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities. This Statement replaces FASB Statement No. 125, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities. It revises the standards for accounting for securitization and other transfers of financial assets and collateral and requires certain disclosures, but it carries over most of Statement No. 125's provisions. The Statement provides accounting and reporting standards for transfers and servicing of financial assets and extinguishment of liabilities occurring after March 31, 2001. This Statement is effective for recognition and reclassification of collateral and for disclosure related to securitization transactions and collateral for fiscal years ending after December 15, 2000. Since the Bank does not currently engage in securitization and other transfers of financial assets and collateral, this Statement is not expected to affect the financial condition or results of operations at the present time. Year 2000 Recap The Bank successfully completed the century date change over without any significant problems and zero interruptions in operation. NOTE 7 - BRANCH SALE The Bank entered into an agreement, effective October 31, 1999, to sell its Sweetwater branch to another bank holding company. The sale was completed June 23, 2000 and included the premises and equipment, loans and related accrued or unearned interest, deposits and related accrued interest, and certain other assets and liabilities related to the branch. The total consideration of $1,500,000 was for the opportunity to acquire the branch and for the branch itself and was payable in two components. The buyer paid $300,000 (received in the fourth quarter of 1999) upon the execution of the agreement. The $300,000 amount was nonrefundable, and as such, was recorded in the 1999 consolidated statement of income as Income From Non-Refundable Deposit on Sale of Branch. The remaining $1,200,000 was paid at closing of the transaction on June 23, 2000. The Bank recognized a gain of approximately $435,000 on the sale of the branch in the second quarter of 2000. This gain is included in other income. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. BALANCE SHEET ANALYSIS - COMPARISON AT SEPTEMBER 30, 2000 TO DECEMBER 31, 1999 Assets totalled $120.3 million as of September 30, 2000, as compared to $114.7 million as of December 31, 1999, an increase of 4.88%. INVESTMENT SECURITIES Investment securities were $32.7 million or 27.2% of total assets, as of September 30, 2000 an increase of $4.5 million from $28.2 million as of December 31, 1999. During the nine month period there were $739,000 in calls, maturities, and principal paydowns offset primarily by the purchase of $4.9 million in agency securities. The investment portfolio is comprised of U.S. Government and federal agency obligations and mortgage-backed securities issued by various federal agencies. Mortgage-backed issues comprised 12.58% of the portfolio as of September 30, 2000 and 16.79% as of December 31, 1999. As of September 30, 2000 and December 31, 1999, the Bank's entire investment portfolio was classified as available for sale and reflected on the consolidated balance sheets at fair value with unrealized gains and losses reported in the consolidated statements of comprehensive income (loss), net of any deferred tax effect. The net unrealized loss on securities available for sale, net of tax was approximately $705,000 as of September 30, 2000, a change of approximately $198,000 from December 31, 1999, a result of limited improvement in the bond market. The fair value of securities fluctuates with the movement of interest rates. Generally, during periods of decreasing interest rates, the fair values increase whereas the opposite may hold true during a rising interest rate environment. LOANS During the first nine months of 2000, total gross loans outstanding increased by approximately $4.3 million to $76.8 million as of September 30, 2000 from $72.5 million as of December 31, 1999 attributable primarily to $27.8 million in originated loans offset by amortization and payoffs of approximately $22.9 million and loans sold with the Sweetwater branch of approximately $627,000. As of September 30, 2000 and December 31, 1999, net loans outstanding represented 62.8% and 62.0% of total assets, respectively. Table 1 summarizes the Bank's loan portfolio by major category as of September 30, 2000 and December 31, 1999. Table 1 - Loan Portfolio by Category (In Thousands) September 30,December 31, 2000 1999 Loans secured by real estate: Commercial properties $9,776 $13,233 Construction and land development 8,827 9,814 Residential and other properties 22,349 22,519 Total loans secured by real estate 40,952 45,566 Commercial and industrial loans 16,928 12,631 Consumer loans 18,054 13,512 Other loans 862 878 76,796 72,587 Less: Allowance for loan losses (735) (618) Unearned interest (443) (800) Unearned loan fees (22) (17) Loans, Net $75,596 $71,152 As of September 30, 2000, there were outstanding commitments to advance construction funds and to originate loans in the amount of $7.4 million and commitments to advance existing home equity, letters of credit and other credit lines in the amount of $10.0 million. Loans are carried net of the allowance for loan losses. The allowance is maintained at a level to absorb possible losses within the loan portfolio. As of September 30, 2000 and December 31, 1999, the allowance had a balance of approximately $735,000 and $618,000, respectively. There were approximately $122,000 and $34,000 of loans on which the accrual of interest had been discontinued as of September 30, 2000 and December 31, 1999, respectively. There were approximately $536,000 in loans specifically classified as impaired as of September 30, 2000 as defined by SFAS No. 114 compared to $658,000 as of December 31, 1999. Table 2 summarizes the allocation of the loan loss reserve by major categories and Table 3 summarizes the activity in the loan loss reserve for the nine month period. Table 2 - Allocation of the Loan Loss Reserve (in Thousands) 9-30-00 % to 12-31-99 % to Balance applicable to: $ Amount Total $ Amount Total Commercial, financial, and agricultural$169 22.99%$127 20.55% Real Estate - Construction 139 18.91% 108 17.48% Real Estate - Mortgages 199 27.07% 113 18.28% Installment - Consumers 228 31.03% 162 26.21% Other 0 0.00% 108 17.48% Total $735 100.00% $618 100.00% Table 3 - Analysis of Loan Loss Reserve (In Thousands) 9-30-00 9-30-99 Balance, beginning of period $618 $594 Charge-offs: Commercial, financial, and agricultural 17 -0- Real estate - construction -0- -0- Real estate - mortgage -0- -0- Installment - customers 94 173 Other -0- -0- Recoveries: Commercial, financial, and agricultural 13 -0- Real estate - construction -0- -0- Real estate - mortgages -0- -0- Installment - consumers 30 49 Other -0- -0- Net charge-offs 68 124 Additions to loan loss reserve 185 155 Balance, end of period $735 $625 Ratio of net charge-offs to average loans outstanding.09% .18% DEPOSITS Deposits increased by $5.6 million to $108.3 million as of September 30, 2000 from $102.7 million as of December 31, 1999, an increase of 5.45%. The $5.6 million increase in deposits is net of $1.2 million of deposits sold with the Sweetwater branch. Demand deposits, which include regular, money market, NOW and demand deposits, were $45.7 million, or 42.2% of total deposits, at September 30, 2000. Core deposits were 26.5% of total deposits at September 30, 2000. During the nine month period, the Bank had decreases in the balances in the demand deposit category of $0.9 million to $45.7 million as of September 30, 2000. Certificate accounts were $62.6 million at September 30, 2000, an increase of $6.5 million compared to $56.1 million as of December 31, 1999. Table 4 summarizes the Bank's deposits by major category as of September 30, 2000 and December 31, 1999. Table 4 - Deposits by Category (In Thousands) September 30,December 31, 2000 1999 Demand Deposits: Noninterest-bearing accounts $ 17,059 $ 16,592 NOW and MMDA accounts 23,291 24,978 Savings accounts 5,394 5,075 Total Demand Deposits 45,744 46,645 Term Deposits: Less than $100,000 46,020 42,272 $100,000 or more 16,547 13,821 Total Deposits 62,567 56,093 $108,311 $102,738 CAPITAL During the nine month period ended September 30, 2000, stockholders' equity increased by $1,106,000 to $9.7 million, due to net income for the period of $1,038,000, the increase in value of securities available for sale of $198,000 and the purchase of treasury stock for $130,000. LIQUIDITY AND CAPITAL RESOURCES The Bank's primary sources of liquidity are deposit balances, available-for-sale securities, principal and interest payments on loans and investment securities and FHLB advances. As of September 30, 2000, the Bank held $32.7 million in available-for-sale securities and during the first nine months of 2000 the Bank received $739,000 in proceeds from maturities, redemptions and principal payments on its investment portfolio. Deposits increased by $5.6 million during the same nine month period. The Bank is a member of the Federal Home Loan Bank of Cincinnati (FHLB) and is eligible to obtain both short and long term credit advances. Borrowing capacity is limited to the Bank's available qualified collateral which consists primarily of certain 1-4 family residential mortgages and certain investment securities. The Bank had no advances outstanding from the FHLB at September 30, 2000. The Bank can also enter into repurchase agreement transactions should the need for additional liquidity arise. At September 30, 2000, the Bank had $386,000 of repurchase agreements outstanding. As of September 30, 2000, the Bank had capital of $9.8 million, or 8.1% of total assets, as compared to $8.7 million, or 7.6%, at December 31, 1999. Tennessee chartered banks that are insured by the FDIC are subject to minimum capital requirements. Regulatory guidelines define the minimum amount of qualifying capital an institution must maintain as a percentage of risk-weighted assets and total assets. Table 5 - Regulatory Capital (Dollars in Thousands) Minimum September 30,December 31,Regulatory 2000 1999 Ratios Tier 1 Capital as a Percentage of Risk-Weighted Assets 12.4% 11.6% 4.00% Total Capital as a Percentage of Risk-Weighted Assets 13.2% 12.4% 8.00% Leverage Ratio 8.9% 8.5% Up to 5.00% Total Risk-Weighted Assets $84,361 $82,275 As of September 30, 2000 and December 31, 1999, the Bank exceeded all of the minimum regulatory capital ratio requirements. RESULTS OF OPERATIONS FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999 GENERAL The Bank reported net income of $1,038,000, or $1.87 per share for the nine month period ended September 30, 2000 as compared with $750,000 or $1.46 per share for the same period in 1999, an increase of 38.4%. NET INTEREST INCOME Net interest income increased by $325,000 to $3.5 million for the nine month period in 2000 from the comparable period in 1999. Contributing to this increase was an increase in average interest earning assets. Average interest earning assets at a yield of 8.45% totaled $107.7 million as of September 30, 2000. In comparison in 1999, average interest earning assets, at a yield of 7.90%, totaled $103.3 million. Interest income increased by $704,000 for the nine month period in 2000 compared to the same period in 1999. This improvement is primarily attributable to an increase of approximately $4.3 million, or 4.2%, in the volume of average earning assets during the nine month period ended September 30, 2000 compared to the nine month period ended September 30, 1999. Interest income on loans increased by $608,000 over the same two periods primarily as a result of an increase of approximately $6.9 million in average loans outstanding. Over the same two periods, interest on investments increased by $326,000 due to an increase of approximately $4.0 million or 14.0% in the average balance of investments during the nine month period. Interest income on Federal Funds Sold decreased by $230,000 due to a decrease in the average balance outstanding of $6.6 million over the same period in 1999. Total interest expense increased $379,000 for the nine month period ended September 30, 2000 compared to the same period in 1999. Interest on deposits increased as a result of an increase of approximately $3.7 million in average deposits over the same period in 1999. The average rate on interest-bearing liabilities increased to 4.88% for the nine month period in 2000 from 4.52% in the comparable period of 1999. Table 6 - Average Balances, Interest and Average Rates September 30 ____ 2000 _ (in thousands)__ ____ 1999 Average AverageAverage Average Balance Interest Rate Balance Interest Rate Assets: Federal Funds Sold$ 846 $ 38 5.99% $ 7,464 $ 268 4.79% Investments: Securities--Taxable29,887 1,598 7.13% 26,042 1,273 6.52% Securities--Non-Taxable2,400 63 3.50% 2,206 62 3.75% Total Loans, Including Amortized Fees 74,535 5,125 9.17% 67,589 4,517 8.91% Total Interest Earning Assets 107,668 6,824 8.45% 103,301 6,120 7.90% Cash and Due From Banks4,001 3,422 All Other Assets 6,120 5,893 Loan Loss Reserve/ Unearned Fees (1,306) (1,491) TOTAL ASSETS $116,483 $111,125 Liabilities and Stockholders Equity: Interest Bearing Deposits: Time Deposits $ 58,313 $2,496 5.71% $ 55,402 $2,224 5.35% Other 31,056 768 3.30% 31,611 724 3.05% Repurchase Agreements849 27 4.24% -0- -0- N/A Federal Funds Purchased 648 36 7.41% -0- -0- N/A Total Interest-Bearing Liabilities 90,866 3,327 4.88% 87,013 2,948 4.52% Net Interest Income $3,497 $3,172 Non-Interest Bearing Deposits 16,599 15,276 Total Cost of Funds 4.13% 3.84% All Other Liabilities 28 382 Stockholders Equity9,982 8,731 Unrealized Gain/Loss on Securities (992) (277) TOTAL LIABILITIES AND STOCKHOLDERS EQUITY$116,483 $111,125 Net Interest Yield 3.57% 3.38% Net Interest Margin 4.33% 4.09% Table 7 - Interest Rate Sensitivity (In Thousands) September 30, 2000 Less One YearGreater Non- Than Through Than Interest 1 Year 5 Years5 Years Bearing Total Assets: Federal Funds Sold $ 2 0 $ 2 0 Investments 1,838 7,917 22,952 32,707 Loans 57,670 18,912 214 76,796 Non-Interest Earning Assets and Unearned Assets/Loan Loss Reserve 10,800 10,800 59,528 26,829 23,166 10,800 120,323 Liabilities and Stockholders' Equity: Interest-Bearing Deposits64,752 26,500 91,252 Non-Interest Bearing Deposits 17,059 17,059 Repurchase Agreements 386 386 Federal Funds Purchased 1,200 1,200 Noninterest Bearing Liabilities and Stockholders' Equity 10,426 10,426 Total 66,338 26,500 -0- 27,485 120,323 Interest Rate Sensitivity Gap (6,810) 329 23,166 (16,685) -0- Cumulative Interest Rate Sensitivity Gap $ (6,810)$ (6,481)$16,685$ -0- $ -0- OTHER INCOME Total other income was $1,297,000 for the nine month period ended September 30, 2000 as compared to $922,000 for the same period in 1999, an increase of $375,000. Other income is comprised primarily of customer service fees, loan fees, and other items. Other income for the nine months ended September 30, 2000 includes a $435,000 gain on the sale of the Sweetwater branch. OPERATING EXPENSES Total operating expenses were $2,915,000, or 3.33% of average total assets, for the nine month period ended September 30, 2000 as compared to $2,762,000, or 3.31%, for the same period in 1999. Salaries and employee benefits, equipment expenses and computer expenses all increased slightly when comparing the two periods. INCOME TAXES The Bank recognizes income taxes using the Financial Accounting Standards Board Statement No. 109, Accounting for Income Taxes. Under this method, deferred tax assets and liabilities are established for the temporary differences between the accounting basis and the tax basis of the Bank's assets and liabilities at enacted tax rates expected to be in effect when the amounts related to such temporary differences are realized or settled. The Bank's deferred tax asset is reviewed quarterly and adjustments to such asset are recognized as deferred income tax expense or benefit based on management's judgment relating to the realizability of such asset. During the nine month period ending September 30, 2000, the Bank recorded $656,000 in tax expense which resulted in an approximate effective rate of 38.7%. Comparably, in 1999, the Bank recorded $427,000 in tax expense, resulting in an approximate effective rate of 36.3%. FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY PART 1 - OTHER INFORMATION Item 1. Legal Proceedings None. Item 2.Changes in Securities None. Item 3.Defaults Upon Senior Securities None. Item 4.Submission of Matters to a Vote of Security Holders None. Item 5.Other Information None. Item 6.Exhibits and Reports on Form 8-K Exhibit 27 - Financial Data Schedule. FORM IO-QSB(A) SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FIRST CENTRAL BANCSHARES, INC. Date: By: ____________________________________________________ Ed F. Bell, Chairman, President and Chief Executive Officer Date: By: ____________________________________________________ Willard D. Price, Executive Vice President and Chief Operating Officer Exhibit 27 - Financial Data Schedule 9-30-00 Amount (In Thousands) Cash $ 5,638 Federal Funds Sold 20 Trading Assets -0- Investments AFS 32,707 Investments HTM -0- Investments-Market -0- Loans 76,331 Allowance for Losses 735 Total Assets 120,323 Deposits 108,311 Securities Sold Under Agreements to Repurchase 386 Short-Term Borrowings 1,200 Other Liabilities 189 Long-Term Debt -0- Preferred Stock-Mandatory -0- Preferred-Non Mandatory -0- Common Stock 2,822 Other Stockholders Equity 6,943 Total Liab.-Stockh. Equity 120,323 Interest on Loans 5,125 Interest on Investments 1,661 Other Interest Income 38 Total Interest Income 6,824 Interest on Deposits 3,264 Total Interest Expense 3,327 Net Interest Income 3,497 Provision-Loan Losses 185 Securities-Gain/Loss -0- Other Expenses 2,915 Income Before Tax 1,694 Income Before Extraordinary 1,694 Extraordinary Less Tax -0- Cumul. Change Acct. Principal -0- Net Income 1,038 Earnings Per Share-P 1.87 Earnings Per Share-D 1.87 Net Interest Yield-EA 3.57 Loans-Non Accrual 122 Loans Past Due > 90 Days 177 Troubled Debt Restructuring -0- Potential Problem Loans -0- Allowance-Beginning 618 Total Charge-Offs 111 Total Recoveries 43 Allowance End of Period 735 Loan Loss-Domestic 735 Loan Loss-Foreign -0- Loan Loss-Unallocated -0- (b) Reports on Form 8-K, None.