MT. TROY SAVINGS BANK, FSB STATEMENTS OF FINANCIAL CONDITION December 31, September 30, 2001 2001 (UNAUDITED) (As Restated) ----------------- ---------------- ASSETS Cash and cash equivalents Interest bearing $ 1,970,150 $ 796,703 Non-interest bearing 446,729 263,253 Interest-bearing deposits in other banks 300,000 400,000 Securities held-to-maturity (estimated fair value of $2,925,897 and $2,177,533) 2,958,309 2,161,455 Mortgage-backed securities held-to-maturity (estimated fair value of $208,735 and $225,337) 202,402 223,531 Securities available-for-sale, at fair value 1,178,230 1,644,952 Mortgage-backed securities available-for-sale, at fair value 276,583 316,831 Loans, net 37,413,573 37,731,075 Federal Home Loan Bank stock, at cost 312,600 312,600 Accrued interest receivable 291,753 296,496 Premises and equipment, net 272,798 243,760 Prepaid expenses 141,801 44,136 Deferred income taxes 123,681 119,450 ----------------- ------------------ TOTAL ASSETS $ 45,888,609 $ 44,554,242 ================= ================== LIABILITIES AND RETAINED EARNINGS Deposits $ 40,102,692 $ 39,037,658 Advances from borrowers for taxes and insurance 239,790 83,372 Accrued interest payable 153,372 179,177 Other liabilities 118,021 90,127 ----------------- ------------------ TOTAL LIABILITIES 40,613,875 39,390,334 ----------------- ------------------ Commitments and contingencies Retained earnings 5,267,081 5,150,151 Accumulated other comprehensive income, net of applicable income taxes of $5,449 and $9,796 7,653 13,757 ----------------- ------------------ TOTAL RETAINED EARNINGS 5,274,734 5,163,908 ----------------- ------------------ TOTAL LIABILITIES AND RETAINED EARNINGS $ 45,888,609 $ 44,554,242 ================= ================== See accompanying notes to the unaudited financial statements. (1) MT. TROY SAVINGS BANK, FSB STATEMENTS OF INCOME (UNAUDITED) Three Months Ended December 31, 2001 2000 --------------- ---------------- INTEREST AND DIVIDEND INCOME Loans $ 733,659 $ 673,978 Investments 55,559 69,844 Mortgaged-backed securities 9,349 13,580 Interest-earning demand deposits 7,656 17,611 FHLB stock 5,000 5,600 --------------- ---------------- 811,223 780,613 --------------- ---------------- INTEREST EXPENSE Deposits 416,445 418,951 Advances from Federal Home Loan Bank - 6,495 --------------- ---------------- 416,445 425,446 --------------- ---------------- NET INTEREST INCOME 394,778 355,167 PROVISION FOR LOAN LOSSES 4,500 4,500 --------------- ---------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 390,278 350,667 --------------- ---------------- NONINTEREST INCOME Service charges and other fees 36,398 20,553 Income from real estate rental 1,200 875 Gain on sale of investments - 15,500 --------------- ---------------- 37,598 36,928 --------------- ---------------- NONINTEREST EXPENSE Compensation and benefits 119,255 105,590 Occupancy and equipment expense 28,056 28,008 Federal insurance premiums 6,783 5,510 Service bureau expense 26,074 24,414 Other 64,462 75,306 --------------- ---------------- 244,630 238,828 --------------- ---------------- INCOME BEFORE INCOME TAX 183,246 148,767 INCOME TAX EXPENSE 66,316 52,710 --------------- ---------------- NET INCOME $ 116,930 $ 96,057 =============== ================ See accompanying notes to the unaudited financial statements. (2) MT. TROY SAVINGS BANK, FSB STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended December 31, 2001 2000 --------------- -------------- OPERATING ACTIVITIES Net income $116,930 $ 96,057 Adjustments to reconcile change in net income to net cash provided by operating activities Amortization of: Deferred loan origination fees (20,700) (10,622) Premiums and discounts on investment securities 2,151 5,195 Provision for loan losses 4,500 4,500 Depreciation and amortization of premises and equipment 12,211 12,783 Net gain on sales of securities available-for-sale - (15,500) (Increase) decrease in: Accrued interest receivable 4,743 (24,847) Prepaid expenses (97,665) (12,720) Increase (decrease) in: Other liabilities 2,089 32,222 --------------- -------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 24,259 87,068 --------------- -------------- INVESTING ACTIVITIES Purchases of interest-bearing deposits in other banks - (200,000) Proceeds from maturities of interest-bearing deposits in other banks 100,000 297,000 Proceeds from maturities and calls of securities held-to-maturity 250,000 - Proceeds from principal repayments of mortgage-backed securities held-to-maturity 20,715 15,458 Purchases of securities held-to-maturity (1,050,000) (615,000) Proceeds from sales of securities available-for-sale - 119,375 Proceeds from maturities and calls of securities available-for-sale 460,000 - Proceeds from principal repayments of mortgage-backed securities available-for-sale 38,044 9,202 Purchases of premises and equipment (41,249) (9,064) Net loan originations and principal repayments on loans 333,702 1,025,670 --------------- -------------- NET CASH PROVIDED BY INVESTING ACTIVITIES 111,212 642,641 --------------- -------------- See accompanying notes to the unaudited financial statements. (3) MT. TROY SAVINGS BANK, FSB STATEMENTS OF CASH FLOWS (UNAUDITED) - CONTINUED Three Months Ended December 31, 2001 2000 ---------------- ---------------- FINANCING ACTIVITIES Net decrease in FHLB advances - (1,450,000) Net increase in deposits 1,065,034 598,969 Net increase in advances from borrowers for taxes and insurance 156,418 210,096 ---------------- ---------------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 1,221,452 (640,935) ---------------- ---------------- NET INCREASE IN CASH AND CASH EQUIVALENTS 1,356,923 88,774 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,059,956 988,608 ---------------- ---------------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 2,416,879 1,077,382 ================ ================ SUPPLEMENTAL DISCLOSURES Cash paid for: Interest on deposits, advances, and other borrowings $ 442,250 437,116 ================ ================ Income taxes $ - 28,510 ================ ================ Loans transferred to foreclosed real estate owned $ 32,850 - ================ ================ See accompanying notes to the unaudited financial statements. (4) MT. TROY SAVINGS BANK, F.S.B. NOTES TO UNAUDITED FINANCIAL STATEMENTS NOTE A - BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10 - QSB and, therefore, do not necessarily include all information that would be included in audited financial statements. The information furnished reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results of operations. All such adjustments are of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any other interim period. NOTE B - PLAN OF CONVERSION On November 7, 2001, the Board of Directors of the Bank, subject to regulatory approval, ratified a Plan of Conversion (the "Plan") to convert from a federally chartered mutual savings institution to a federally chartered stock savings institution and the concurrent formation of a holding company for the Bank. The Plan provides that the holding company will offer nontransferable subscription rights to purchase common stock of the holding company. The rights will be offered first to eligible account holders, the Bank's tax- qualified employee stock benefit plans, supplemental eligible account holders, and other members. Any shares remaining may then be offered to the general public. As of December 31, 2001, the Bank had incurred conversion costs of approximately $107,000. If the conversion is ultimately successful, actual conversion costs will be accounted for as a reduction in gross proceeds. If the conversion is unsuccessful, the conversion costs will be expensed. The Plan provides for the establishment, upon completion of the conversion, of a special "liquidation account" in an amount equal to the Bank's net worth as of the latest practicable date prior to the conversion. This account is for the benefit of eligible account holders and supplemental eligible account holders in the event of liquidation of the Bank. The interest as to each deposit account will be in the same proportion of the total liquidation account as the balance of the deposit account on the qualifying dates was to the aggregate balance of all deposit accounts of eligible account holders and supplemental account holders on the qualifying dates. The liquidation account will be reduced in a proportionate amount if the amount in any deposit account on any annual closing date is less than it was on the respective qualifying dates. The liquidation account will not be increased despite any increase in a deposit account after the respective qualifying dates. The regulations of the OTS prohibit the Bank from declaring or paying a cash dividend if the effect thereof would cause the Bank's regulatory capital to be reduced below either the amount required for the liquidation account or the federal regulatory capital requirement in section 567.2 of the Rules and Regulations of the OTS. (5)