U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
X Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
- --- of 1934
For the quarterly period ended March 31, 2001.
Transition report under Section 13 or 15(d) of the Exchange Act
- ---
For the transition period from to
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Commission file number 0-22553
SECURITY BANCORP, INC.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Tennessee 62-1682697
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
306 West Main Street, McMinnville, TN 37110
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(Address of Principal Executive Offices)
(931) 473-4483
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(Issuer's Telephone Number, Including Area Code)
N/A
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(Former Name, Former Address and Former
Fiscal Year, If Changed Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
X Yes No
--- ---
State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date:
431,425 shares outstanding on April 30, 2001
Transitional Small Business Disclosure Format (check one):
Yes X No
--- ---
Security Bancorp, Inc. and Subsidiary
McMinnville, Tennessee
INDEX
PART I Page(s)
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FINANCIAL INFORMATION
Item 1.
Financial Statements
Consolidated Balance Sheets - (Unaudited)
as of December 31, 2000 and March 31, 2001 . . . . . . . . . . . . . 3
Consolidated Statements of Income (Unaudited)
for the three month periods
ended March 31, 2000 and March 31, 2001. . . . . . . . . . . . . . . 4
Consolidated Statements of Stockholders' Equity (Unaudited). . . . . . 5
Consolidated Statements of Cash Flows - (Unaudited)
for the three months ended March 31, 2000 and March 31, 2001 . . . . 6
Notes to (Unaudited) Consolidated Financial Statements . . . . . . . 7-9
Item 2.
Management's Discussion and Analysis of
Financial Condition and Results of Operations. . . . . . . . . . .9-12
PART II.
OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . .13
Item 2. Changes in Securities and Use of Proceeds. . . . . . . . . . .13
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . . . . .13
Item 4. Submission of Matters to a Vote of Security Holders. . . . . .13
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . . .13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . .13
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
2
ITEM 1. Financial Statements
Security Bancorp, Inc. and Subsidiary
Consolidated Balance Sheets
(Unaudited)
(in thousands except share information)
ASSETS December 31, March 31,
2000 2001
Cash and cash equivalents $ 5,069 $ 6,110
Investment Securities: held to maturity 165 147
available for sale 5,771 5,772
Loans receivable, net 66,730 68,466
Real estate owned 138 104
Premises and equipment, net 1,806 1,812
Federal Home Loan Bank stock 680 693
Accrued interest receivable 683 697
Prepaid expenses and other assets 319 307
-------- --------
TOTAL ASSETS $ 81,361 $ 84,108
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $ 64,776 $ 69,146
FHLB borrowings 7,500 5,500
Advances from borrowers for property taxes
and insurance 53 248
Accrued expenses and other liabilities 313 148
Federal income taxes payable 208 335
-------- --------
Total Liabilities 72,850 75,342
STOCKHOLDERS' EQUITY
Common stock (436,425 shares, $.01 par value,
issued and outstanding) 4 4
Paid-in capital 4,162 4,166
Treasury stock, at cost (194) (229)
Retained earnings 4,541 4,749
Unrealized gain on securities available for sale,
net of income taxes 230 265
Employee Stock Ownership Plan (ESOP) borrowing (232) (224)
-------- --------
Total stockholders' equity 8,511 8,731
-------- --------
Total Liabilities and Stockholders' Equity $ 81,361 $ 84,108
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
3
Security Bancorp, Inc. and Subsidiary
Consolidated Statements of Income
(Unaudited)
(in thousands, except per share information)
For Three Months
Ended March 31,
2000 2001
INTEREST INCOME:
Loans $1,320 $ 1,507
Investments 93 87
Interest earning deposits 16 18
------ -----
Total interest income 1,429 1,612
INTEREST EXPENSE:
Deposits 630 794
Advances 82 93
------ -----
Interest expense 712 887
Provision for loan losses 45 45
------ -----
Net interest income after
provision for loan losses 672 680
NON-INTEREST INCOME:
Trust department income 109 111
Deposit account fees 64 87
Other 81 132
------ -----
Total non-interest income 254 330
NON-INTEREST EXPENSES
Compensation 260 278
Other employee benefits 84 84
Net occupancy expense 71 76
Deposit insurance premiums 3 3
Data processing 92 101
Other 111 126
------ -----
Total non-interest expenses 621 668
Income before income taxes 305 342
Income tax expense 119 134
------ -----
Net income 186 208
Other comprehensive income, net of tax:
(See Note 4)
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising for
the three month period, before tax $(22) for
2000 and $35 for 2001 (14) 22
------ -----
Comprehensive income $ 172 $ 230
====== =====
Weighted average shares outstanding:
(See Note 3) 398,037 404,721
Basic earnings per share $ .47 $ .51
The accompanying notes are an integral part of these consolidated financial
statements.
4
SECURITY BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
(Unaudited)
(in thousands, except share information)
Unrealized
Common Stock Paid-in Retained Gain on ESOP Treasury
Shares Amount Capital Earnings Securities Borrowing Stock Total
Balance at
12/31/00 436,425 $ 4 $4,162 $4,541 $230 $ (232) $(194) $8,511
Treasury Stock,
at cost -- -- -- -- -- -- (35) --
Net Income -- -- -- 208 -- -- -- 208
Unrealized gain
on securities
available for
sale, net of
income taxes -- -- -- -- 35 -- -- 35
Dividend -- -- -- -- -- -- -- --
ESOP shares
Earned -- -- 4 -- -- 8 -- 12
------- ----- ------ ------ ---- ------ ----- ------
Balance at
3/31/01 436,425 $ 4 $4,166 $4,749 $265 $(224) $(229) $8,731
======= ===== ====== ====== ==== ===== ===== ======
The accompanying notes are an integral part of these consolidated financial statements.
5
Security Bancorp. Inc. and Subsidiary
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
Three months Ended March 31,
2000 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 186 $208
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 22 28
Dividend on FHLB stock (11) (13)
Provision for loan losses 45 45
(Increase) decrease in interest receivable (45) (14)
(Increase) decrease in other assets (11) 12
Increase (decrease) in accrued liabilities (38) (165)
Increase (decrease) in income taxes payable 1 115
Increase (decrease) in deferred taxes payable (8) (25)
Sale of mortgage loans held for sale 1,159 2,343
Originations of mortgage loans held for sale (1,219) (2,343)
------- -------
Total adjustments (105) (17)
------- -------
Net cash provided by operating activities 81 191
CASH FLOWS FROM INVESTING ACTIVITIES:
Loan originations net of principal payments (619) (1,713)
Purchase of:
Available for sale - investment securities - (500)
Held to maturity - investment securities - -
Proceeds from sale of:
Available for sale - investment securities - -
Available for sale - mortgage-backed securities - -
Proceeds from maturities and repayments of:
Available for sale - investment securities - 500
Held to maturity - mortgage-backed securities 19 18
Available for sale - mortgage-backed securities 59 49
Cash payments for the purchase of property (52) (34)
------- -------
Net cash provided (used) by investing activities (593) (1,680)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposit accounts 3,776 4,335
Repayment of FHLB advances (1,300) (2,000)
Net increase (decrease) in escrow accounts 187 195
------- -------
Net cash provided (used) by financing activities 2,663 2,530
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 2,151 1,041
CASH AND EQUIVALENTS, BEGINNING OF YEAR 3,051 5,069
------- -------
CASH AND EQUIVALENTS, END OF PERIOD $ 5,202 $ 6,110
======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest expense $ 712 $ 796
Income taxes $ 27 $ 29
The accompanying notes are an integral part of these consolidated financial
statements.
6
Security Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Unaudited)
1. SECURITY BANCORP, INC.
Security Bancorp, Inc. (the "Company"), a Tennessee corporation, is the
savings and loan holding company for Security Federal Savings Bank of
McMinnville, TN (the "Savings Bank"). The Savings Bank converted from a
federally chartered mutual savings bank to a federally chartered stock savings
bank effective June 30, 1997 (the "Conversion").
The consolidated financial statements included herein are for the Company and
the Savings Bank.
2. BASIS OF PREPARATION
The accompanying unaudited consolidated financial statements were prepared in
accordance with instructions for Form 10-QSB and, therefore, do not include
all disclosures necessary for a complete presentation of the consolidated
balance sheets, consolidated statements of income, consolidated statements of
stockholders' equity, and consolidated statements of cash flows in conformity
with generally accepted accounting principles. However, all adjustments,
which are, in the opinion of management, necessary for the fair presentation
of the interim financial statements have been included. All such adjustments
are of a normal recurring nature. The statements of income for the three
month period ended March 31, 2001 are not necessarily indicative of the
results which may be expected for the entire year.
The unaudited consolidated financial statements should be read in conjunction
with the audited consolidated financial statements and notes thereto for the
Company for the year ended December 31, 2000.
3. EARNINGS PER SHARE
Earnings per share has been computed for the three months ended March 31, 2000
and March 31, 2001 based upon weighted average common shares outstanding of
398,037 and 404,721, respectively.
4. COMPREHENSIVE INCOME
The Company has adopted Financial Accounting Standards Board Statement No.
130, Reporting Comprehensive Income. Statement No. 130 requires the reporting
of comprehensive income in addition to net income from operations.
Comprehensive income is a more inclusive financial reporting methodology that
includes disclosure of certain financial information that historically has not
been recognized in the calculation of net income.
7
5. STOCKHOLDERS' EQUITY
In connection with the Conversion, the Company issued and sold 436,425 shares
of common stock at a price of $10.00 per share for total net proceeds of
approximately $4.1 million after conversion expenses of approximately
$300,000. The Company retained $406,000 of the net proceeds and used the
remaining net proceeds to purchase the newly issued capital stock of the
Savings Bank.
The ability of the Company to pay dividends depends primarily on the ability
of the Savings Bank to pay dividends to the Company. The Savings Bank may not
declare or pay a cash dividend if the effect thereof would cause its net worth
to be reduced below either the amounts required for the liquidation account
discussed below or the regulatory capital requirements imposed by federal and
state regulations.
In February, 2001, the Savings Bank upstreamed $150,000 to the Company for the
purpose of repurchasing stock. During the quarter ended March 31, 2001, the
Company had repurchased 2,500 shares of its common stock.
As required by the regulations of the Office of Thrift Supervision (OTS), at
the time of Conversion, the Savings Bank established a liquidation account in
an amount equal to its retained earnings as reflected in the latest balance
sheet used in the final conversion prospectus. The liquidation account is
maintained for the benefit of eligible account holders who continue to
maintain their deposit accounts in the Savings Bank after the Conversion. In
the event of a complete liquidation of the Savings Bank (and only in such an
event), eligible depositors who continue to maintain accounts shall be
entitled to receive a distribution from the liquidation account before any
liquidation may be made with respect to the Company's common stock.
6. EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)
As part of the Conversion discussed in Note 5, the Savings Bank established an
Employee Stock Ownership Plan (ESOP) for the benefit of all employees who have
attained the age of 21 and have been credited with at least 1000 hours of
service during a 12-month period. The ESOP borrowed approximately $349,000
from the Company and used the funds to purchase 34,914 shares of common stock
of the Company issued in the Conversion. The loan will be repaid principally
from the Company's discretionary contributions to the ESOP over a period of 10
years. On March 31, 2001, the loan had an outstanding balance of
approximately $224,000 and an interest rate of 8.50%. The loan obligation of
the ESOP is considered unearned compensation and, as such, recorded as a
reduction of the Company's stockholders' equity. Both the loan obligation and
the unearned compensation are reduced by an amount of the loan repayments made
by the ESOP. Shares purchased with the loan proceeds are held in a suspense
account for allocation among participants as the loan is repaid.
Contributions to the ESOP and shares released from the suspense account are
allocated among participants on the basis of compensation in the year of
allocation. Benefits become fully vested at the end of six years of service
under the terms of the ESOP. Benefits may be payable upon retirement, death,
disability, or separation from service.
Since the Savings Bank's annual contributions are discretionary, benefits
payable under the ESOP cannot be estimated. Compensation expenses are
recognized to the extent of the fair
8
value of shares committed to be released. For the three months ending March
31, 2001, compensation expense was approximately $12,000. Compensation is
recognized at the average fair value of the ratably released shares during the
accounting period as the employees performed services. At March 31, 2001, the
ESOP had 12,219 allocated shares and 22,695 unallocated shares.
The ESOP administrators will determine whether dividends on allocated and
unallocated shares will be used for debt service. Any allocated dividends
used will be replaced with common stock of equal value. For the purpose of
computing earnings per share, all ESOP shares committed to be released have
been considered outstanding.
7. MANAGEMENT RECOGNITION PLAN AND STOCK OPTION PLAN
The Company's stockholders approved the Company's 1998 Stock Option Plan and
the Savings Bank's Management Recognition and Development Plan (the "MRP"),
effective July 1, 1998. The Stock Option Plan reserves for issuance up to
43,642 stock options to certain officers, directors, and employees either in
the form of incentive stock options or nonincentive stock options. The
exercise price of the stock options may not be less than the fair value of the
Company's stock options at date of grant. The options granted in 1998 and
2000 vest at the rate of 20% annually beginning at date of grant and will
expire in 2008 and 2010, respectively. The number and weighted average fair
value of the options on the grant date was 37,095 stock options at $17.25 per
share and 4,364 stock options at $15.50 per share. As permitted under the
generally accepted accounting principles, grants under the plan will be
accounted for following the provisions of Accounting Principles Opinion No. 25
and its related interpretations. Accordingly, no compensation cost has been
recognized for grants made to date.
At March 31, 2001, the 37,095 options granted in 1998 had an exercise price of
$17.25 and the 4,364 options granted in 2000 had an exercise price of $15.50,
of which all options granted are currently unexercisable and all options
granted are outstanding at March 31, 2001.
The Company purchased 17,457 common shares in the open market to fund the MRP
on September 9, 1998. The restricted common stock under the MRP vests at the
rate of 20% annually beginning at the date of grant. The expense related to
the vesting of the MRP was $12,000 for the three months ended March 31, 2001
and also for the three months ended March 31, 2000.
8. ASSET QUALITY
At March 31, 2001, the Company had total nonperforming loans (i.e., loans
which are contractually past due 90 days or more) of approximately $424,000.
As a percentage of net loans receivable at March 31, 2001, nonperforming loans
was .6%. Total nonperforming assets as a percentage of total assets at March
31, 2001 were .6%.
9
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
The following discussion and analysis is intended to assist in understanding
the consolidated financial condition and the consolidated results of
operations of the Company. References to the "Company" include Security
Bancorp, Inc. and/or Security Federal Savings Bank of McMinnville, TN, as
appropriate.
This section contains forward-looking statements that have been prepared on
the basis of the Company's best judgments and currently available information.
These forward-looking statements are inherently subject to significant
business, economic, and competitive uncertainties and contingencies, many of
which are beyond the control of the Company. In addition, these
forward-looking statements are subject to assumptions with respect to future
business strategies and decisions that are subject to changes. Accordingly,
there can be no assurance that many of these strategies will be implemented
or, if implemented, achieve the amounts described within the time periods
currently estimated.
Comparison of Financial Condition at December 31, 2000 and March 31, 2001
The Company's total consolidated assets increased by approximately $2.7
million or 3.4%, from $81.4 million at December 31, 2000 to $84.1 million at
March 31, 2001. The increase in assets for the period was primarily
attributable to an increase in loans receivable and noninterest bearing
deposits.
Loans receivable, net, were $68.5 million at March 31, 2001 compared to $66.7
million at December 31, 2000, an increase of $1.7 million, or 2.6%. This
increase was attributable to an increase in first mortgage residential loans
of $1.0 million and an increase in commercial business and real estate loans
of $700,000.
Deposits increased $4.4 million or 6.7%, from $64.8 million at December 31,
2000 to $69.1 million at March 31, 2001. The increase in deposits was
primarily attributable to an increase in certificates of deposit and personal
checking accounts.
Comparison of Results of Operations for the Three months Ended March 31, 2000
and March 31, 2001.
Net Income. Net income for the three months ended March 31, 2001 was $208,000
compared to $186,000 for the same quarter last year, an increase of $22,000,
or 11.8%. The increase resulted from an increase in net interest income
offset to a lesser degree by an increase in other expenses. The return on
average assets was 1.00% for the three months ended March 31, 2001.
Net Interest Income. Net interest income increased $8,000, or 1.1%, from
$717,000 for the three months ended March 31, 2000 to $725,000 for the three
months ended March 31, 2001. The interest rate spread decreased from 4.21%
for three months ending March 31, 2000 to 3.76% for the three months ending
March 31, 2001 as a result of the weighted average rate of deposits and
borrowings decreasing at a slower rate than the weighted average yield on the
loan portfolio due to the decline in interest rates.
Total interest income increased $183,000, or 12.8%, from $1.4 million for the
three months ended March 31, 2000 to $1.6 million for the three months ended
March 31, 2001. Interest on loans
10
increased $187,000, or 14.2%, from $1.3 million for the three months ended
March 31, 2000 to $1.5 million for the three months ended March 31, 2001. The
increase was a result of a $7.5 million increase in loans outstanding
substantially in residential mortgage loans, commercial business loans, and
consumer loans.
Interest expense increased $175,000, or 24.6%, from $712,000 for the three
months ended March 31, 2000 to $887,000 for the three months ended March 31,
2001. The increase for the three months ending March 31, 2001 was the result
of an increase in the average balance of deposits, which were used to fund
loan demand.
Provision for Loan Losses. Provisions for loan losses are charges to earnings
to bring the total allowance for loan losses to a level considered adequate by
management to provide for estimated loan losses based on management's
evaluation of the collectability of the loan portfolio, including past loan
loss experience, adverse situations that may affect the borrower's ability to
repay, the estimated value of any underlying collateral, and current economic
conditions. The provision for loan losses was $45,000 for the three months
ended March 31, 2001 and for the three months ended March 31, 2000.
Management deemed the allowance for loan losses adequate at March 31, 2001.
Noninterest Income. Noninterest income increased $76,000, or 29.9%, to
$330,000 for the three months ended March 31, 2001 from $254,000 for the three
months ended March 31, 2000. The increase was attributable to an increase in
income from the mortgage banking department as a result of higher loan
originations caused by a decrease in market interest rates.
Noninterest Expense. Noninterest expenses increased $47,000, or 7.6%, to
$668,000 for the three months ended March 31, 2001 from $621,000 for the three
months ended March 31, 2000. Compensation and benefits increased to $278,000
for the three months ended March 31, 2001 from $260,000 for the three months
ended March 31, 2000. Data processing expenses increased to $101,000 for the
three months ended March 31, 2001 from $92,000 for the three months ended
March 31, 2000 primarily as a result of increased service bureau expense for
the Savings Bank and data processing for the trust department.
Income Taxes. Income tax expense for the three months ending March 31, 2001
was $134,000 compared to $119,000 for the three months ending March 31, 2000.
This increase was the result of pre-tax income increasing for the three months
ending March 31, 2001.
Liquidity and Capital Resources. The Company's primary sources of funds are
deposits and proceeds from principal and interest payments on loans. While
maturities and scheduled amortization of loans are a predictable source of
funds, deposit flows and mortgage prepayments are greatly influenced by
general interest rates, economic conditions and competition. The Company's
primary investing activity is loan originations. The Company maintains
liquidity levels adequate to fund loan commitments, investment opportunities,
deposit withdrawals and other financial commitments. At March 31, 2001, the
Savings Bank's liquidity ratio was 10.5% (required ratio at that date was 4%
pursuant to OTS regulations). At March 31, 2001, there were no material
commitments for capital expenditures and the Company had unfunded loan
commitments of approximately $4.1 million and unfunded letters of credit of
$359,000. At March 31, 2001, management had no knowledge of any trends,
events or uncertainties that will have or are reasonably likely to have
material effects on the liquidity, capital resources or operations of the
Company. Further at March 31, 2001, management was not aware of any current
recommendations by the regulatory authorities, which, if implemented, would
have such an effect.
11
The Company is not subject to any separate regulatory capital requirements.
The Savings Bank exceeded all of its regulatory capital requirements at March
31, 2001. The Savings Bank had the following regulatory capital ratios at
March 31, 2001:
Security Federal Savings Bank
(Unaudited)
Categorized For Capital
As of March 31, 2001 as "Well Adequacy
Actual Capitalized"(1) Purposes
Amount Ratio Amount Ratio Amount Ratio
Total Capital
(to risk weighted assets) $ 9,014 15.43% $4,674 8.00% $ 5,843 10.00%
Tier I Capital
(to risk weighted assets) 8,018 3.72% 2,337 4.00% 3,506 6.00%
Tier 1 Capital
(to adjusted total assets) 8,018 9.57% 2,514 3.00% 4,190 6.00%
Tangible Capital
(to tangible assets) 8,018 9.57% 1,257 1.50% N/A ---
1. As categorized under the OTS Prompt Corrective Action Provisions.
12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
From time to time, the Company and any subsidiaries may be a party to various
legal proceedings incident to its or their business. At March 31, 2001, there
were no legal proceedings to which the Company or any subsidiary was a party,
or to which of any of their property was subject, which were expected my
management to result in a material loss.
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
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.
---------------------------------
Exhibits
--------
3.1 Charter of Security Bancorp, Inc.*
3.2 Bylaws of Security Bancorp, Inc.*
10.1 Employment Agreement with Joe H. Pugh**
10.2 Severance Agreement with John W. Duncan**
10.3 Severance Agreement with Ray Talbert**
10.4 Severance Agreement with Kenneth W. Smith*****
10.5 Severance Agreement with Shannon L. Haston*****
10.6 Security Federal Savings Bank of McMinnville, TN
401(k) Plan*
10.7 Security Federal Savings Bank of McMinnville, TN
Employee Stock Ownership Plan***
10.8 Security Bancorp, Inc. Management Recognition and
Development Plan****
10.9 Security Bancorp, Inc. 1998 Stock Option Plan****
No reports on Form 8-K were filed during the quarter ended March 31,
2001.
-------------------
* Incorporated by reference to Registrant's Registration
Statement on Form SB-2, as amended (File No. 333-6670)
** Incorporated by reference to Registrant's Form 10-QSB for the
quarter ended September 30,1997.
*** Incorporated by reference to Registrant's Form 10-KSB for the
year ended December 31, 1997.
**** Incorporated by reference to Registrant's Annual Meeting Proxy
Statement dated March 16, 1998.
***** Incorporated by reference to Registrant's Form 10-KSB for the
year ended December 31, 1998.
13
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.
Security Bancorp, Inc.
Date: May 12, 2001 By /s/ Joe H. Pugh
-------------------------------------
Joe H. Pugh
President and Chief Executive Officer
Security Bancorp, Inc.
Date: May 12, 2001 By /s/ John W. Duncan
-------------------------------------
John W. Duncan
Vice President and Chief Financial
Officer
14