1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
MARK ONE
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the six month period ended JUNE 30, 2001
[ ] 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 0-24161
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MURFREESBORO BANCORP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Tennessee 62-1694317
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(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
615 Memorial Boulevard, Murfreesboro, Tennessee 37129
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(Address of principal executive offices and Zip Code)
(615) 890-1111
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(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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common stock outstanding: 907,609 shares at August 9, 2001.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MURFREESBORO BANCORP, INC.
CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 2001
C O N T E N T S
Page
Number
------
Consolidated Balance Sheets ..................................... 2
Consolidated Statements of Operations ........................... 3-4
Consolidated Statements of Cash Flows ........................... 5
Notes to Consolidated Financial Statements ...................... 6-7
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MURFREESBORO BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000
(Tabular amounts are in thousands)
ASSETS
June 30, December 31,
2001 2000
---- ----
Cash and due from banks $ 3,364 $ 3,531
Federal funds sold 8,069 4,993
- ----------------------------------------------------------------------------------------------------------
Total cash and cash equivalents 11,433 8,524
- ----------------------------------------------------------------------------------------------------------
Securities available for sale 14,557 14,091
Securities held to maturity - 8,849
- ----------------------------------------------------------------------------------------------------------
Total investment securities 14,557 22,940
- ----------------------------------------------------------------------------------------------------------
Loans, less allowance for possible loan losses
of $992,000 and $942,000, respectively 89,158 77,942
Premises and equipment, net 5,073 5,050
Accrued interest receivable 699 862
Other assets 2,085 1,893
Deferred tax benefits 319 315
- ----------------------------------------------------------------------------------------------------------
Total assets $123,324 $117,526
==========================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits $104,217 $100,090
Other borrowings 5,706 4,320
Accrued interest payable 561 544
Accrued expenses and other liabilities 632 549
Subordinated convertible capital debentures 3,000 3,000
- ----------------------------------------------------------------------------------------------------------
Total liabilities 114,116 108,503
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Shareholders' equity:
Preferred stock, no assigned value or rights, 1,000,000 shares authorized,
no shares issued or outstanding -- --
Common stock, $5.00 par value, 2,000,000 shares authorized
and 907,609 shares issued and outstanding 4,538 4,538
Additional paid-in capital 4,530 4,530
Retained earnings (deficit) 122 (38)
- ----------------------------------------------------------------------------------------------------------
Realized shareholders' equity 9,190 9,030
Accumulated other comprehensive income (loss) 18 (7)
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Total shareholders' equity 9,208 9,023
- ----------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $123,324 $117,526
==========================================================================================================
See notes to consolidated financial statements.
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MURFREESBORO BANCORP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(UNAUDITED)
(Tabular amounts are in thousands except per share amounts)
2001 2000
Interest income:
Interest and fees on loans $3,709 $3,072
Interest on taxable investment securities 474 757
Interest on federal funds sold 125 50
- ----------------------------------------------------------------------------------------------------------
Total interest income 4,308 3,879
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Interest expense:
Interest on negotiable order of withdrawal accounts 79 123
Interest on money market demand accounts 285 235
Interest on savings deposits 5 6
Interest on certificates of deposit 2,055 1,740
- ----------------------------------------------------------------------------------------------------------
Total interest expense on deposits 2,424 2,104
Interest on other borrowings 64 123
Interest on subordinated convertible capital debentures 110 127
- ----------------------------------------------------------------------------------------------------------
Total interest expense 2,598 2,354
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Net interest income 1,710 1,525
Provision for possible loan losses 52 93
- ----------------------------------------------------------------------------------------------------------
Net interest income after provision for possible loan losses 1,658 1,432
-----------------------------------------------------------------------------------------------------
Non-interest income:
Service charges on deposits 368 141
Other fees and commissions 42 10
Increase in cash surrender value of officers' life insurance 42 40
Other non-interest income 271 52
- ----------------------------------------------------------------------------------------------------------
Total non-interest income 723 243
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Non-interest expense:
Salaries and employee benefits 1,123 795
Occupancy expenses, net 126 76
Furniture and equipment expense 140 97
Other non-interest expense 756 588
- ----------------------------------------------------------------------------------------------------------
Total non-interest expense 2,145 1,556
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Income before income taxes 236 119
Income tax expense 77 31
- ----------------------------------------------------------------------------------------------------------
Net income $ 159 $ 88
==========================================================================================================
Earnings per share:
Basic:
Net income $ 0.18 $ 0.10
==========================================================================================================
Diluted:
Net income $ 0.17 $ 0.09
==========================================================================================================
See notes to consolidated financial statements.
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MURFREESBORO BANCORP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTERS ENDED JUNE 30, 2001 AND 2000
(UNAUDITED)
(Tabular amounts are in thousands except per share amounts)
2001 2000
Interest income:
Interest and fees on loans $1,922 $1,600
Interest on taxable investment securities 208 375
Interest on federal funds sold 30 24
- ----------------------------------------------------------------------------------------------------------
Total interest income 2,160 1,999
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Interest expense:
Interest on negotiable order of withdrawal accounts 36 62
Interest on money market demand accounts 151 125
Interest on savings deposits 2 3
Interest on certificates of deposit 977 915
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Total interest expense on deposits 1,166 1,105
Interest on other borrowings 22 62
Interest on subordinated convertible capital debentures 51 66
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Total interest expense 1,239 1,233
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Net interest income 921 766
Provision for possible loan losses 39 33
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Net interest income after provision for possible loan losses 882 733
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Non-interest income:
Service charges on deposits 254 75
Other fees and commissions 28 6
Increase in cash surrender value of officers' life insurance 21 21
Other non-interest income 151 35
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Total non-interest income 454 137
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Non-interest expense:
Salaries and employee benefits 631 410
Occupancy expenses, net 63 49
Furniture and equipment expense 77 54
Other non-interest expense 399 294
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Total non-interest expense 1,170 807
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Income before income taxes 166 63
Income tax expense 59 18
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Net income $ 107 $ 45
==========================================================================================================
Earnings per share:
Basic:
Net income $ 0.12 $ 0.05
==========================================================================================================
Diluted:
Net income $ 0.12 $ 0.05
==========================================================================================================
See notes to consolidated financial statements.
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MURFREESBORO BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(UNAUDITED)
(Tabular amounts are in thousands)
2001 2000
Operating activities:
Net income $ 159 $ 88
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for loan losses 52 93
Provision for depreciation, amortization and accretion, net 172 73
Stock dividend on FHLB stock (8) --
Changes in assets and liabilities:
Decrease (increase) in accrued interest receivable 163 (53)
Increase in cash surrender value of officers' life insurance (42) (40)
Increase in deferred tax asset (42) (19)
Increase in other assets (96) (91)
Decrease in accrued interest payable 17 113
Increase (decrease) in accrued expenses and other liabilities 83 (199)
- -----------------------------------------------------------------------------------------------------------
Net cash provided (used) by operating activities 458 (35)
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Investing activities:
Purchase of securities available for sale (11,885) --
Maturities and calls of securities available for sale 11,500 1,000
Maturities and calls of securities held to maturity 8,850 --
Increase in loans, net (11,268) (6,971)
Additions to premises and equipment (184) (575)
Outlays for other assets (75) --
- -----------------------------------------------------------------------------------------------------------
Net cash used by investing activities (3,062) (6,546)
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Financing activities:
Advance from Federal Home Loan Bank 4,000 --
Net increase in deposits 4,127 5,693
Net increase in other borrowings (2,614) (429)
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Net cash provided by financing activities 5,513 5,264
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Net increase (decrease) in cash and cash equivalents 2,909 (1,317)
Cash and cash equivalents at the beginning of the period 8,524 5,274
- ----------------------------------------------------------------------------------------------------------
Cash and cash equivalents at the end of the period $ 11,433 $ 3,957
==========================================================================================================
Supplemental disclosure of cash flow information:
Cash paid during the six months for:
Interest $ 2,581 $ 2,241
Income taxes $100 $ 150
==========================================================================================================
Non-cash transactions:
Increase in unrealized gain on securities available
for sale net of taxes $ 13 $ 5
==========================================================================================================
See notes to consolidated financial statements.
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MURFREESBORO BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2001
(UNAUDITED)
(1) BASIS OF PRESENTATION The unaudited consolidated financial statements
include the accounts of Murfreesboro Bancorp, Inc. (the Company) and
its subsidiary, Bank of Murfreesboro (the Bank), which is a full
service bank, and its wholly owned subsidiaries: Bankers Insurance
Group, Inc. (BIG), Bank M Mortgage Group, Inc. (BMG), Realty Financial
Services Group, LLC (RFS) and a 51% owned subsidiary Woodmont Financial
Services Group, LLC (WFS). BIG offers insurance products, principally
to the Bank or for loans originated by the Bank or its subsidiaries.
BMG provides loan closing services for RFS, WFS and other related
entities. RFS and WFS originate mortgage loans for sale to third
parties as a loan correspondent. Intercompany accounts and transactions
have been eliminated. The accompanying consolidated financial
statements have been prepared without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, the consolidated financial
statements contain all adjustments and disclosures necessary to
summarize fairly the financial position of the Company as of June 30,
2001 and December 31, 2000, the results of operations for the quarters
ended June 30, 2001 and 2000, and changes in cash flows for the
quarters ended June 30, 2001 and 2000. The interim consolidated
financial statements should be read in conjunction with the notes to
the consolidated financial statements presented in the Company's Annual
Report to Shareholders. The results of the interim periods are not
necessarily indicative of the results to be expected for the complete
fiscal year.
(2) COMPREHENSIVE INCOME
Statement of Financial Accounting Standards ("SFAS") No. 130,
"Reporting Comprehensive Income," was adopted by the Company on January
1, 1998. SFAS 130 establishes standards for reporting comprehensive
income. Comprehensive income includes net income and other
comprehensive net income which is defined as non-owner related
transactions in equity. The following table sets forth the amounts of
other comprehensive income (loss) included in equity along with the
related tax effect for the six months ended June 30, 2001 and 2000,
respectively.
Tax Net of
Pre-Tax Expense Tax
Amount (Benefit) Amount
------ -------- ------
(In thousands)
Six months ended June 30, 2001:
Net unrealized gain on securities available for sale $(63) $(38) $(25)
------------------------------------------------------------- ----- ----- -----
Other comprehensive income $(63) $(38) $(25)
============================================================= ===== ===== =====
Six months ended June 30, 2000:
Net unrealized loss on securities available for sale $ (9) $ (4) $ (5)
------------------------------------------------------------- ----- ----- -----
Other comprehensive loss $ (9) $ (4) $ (5)
============================================================= ===== ===== =====
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The following table sets forth the amounts of other comprehensive
income (loss) included in equity along with the related tax effect for
the quarters ended June 30, 2001 and 2000, respectively.
Tax Net of
Pre-Tax Expense Tax
Amount (Benefit) Amount
------ -------- ------
(In thousands)
Quarter ended June 30, 2001:
Net unrealized gain on securities available for sale $(25) $(21) $(4)
------------------------------------------------------------- ----- ---- ----
Other comprehensive income $(25) $(21) $(4)
============================================================= ==== ====
Quarter ended June 30, 2000:
Net unrealized loss on securities available for sale $ (4) $ (2) $(2)
------------------------------------------------------------- ----- ---- ----
Other comprehensive loss $ (4) $ (2) $(2)
============================================================= ===== ==== ====
(3) EARNINGS PER SHARE
The weighted average number of common shares outstanding during the six
months and quarters ended June 30, 2001 and 2000 was 907,609. The
effect of dilutive common stock options was 22,200 shares for the
quarter ended June 30, 2000. The dilutive effect of common stock
options is estimated at 17,800 for the quarter ended June 30, 2001. The
effect of dilutive common stock options was 22,700 shares for the six
months ended June 30, 2000. The dilutive effect of common stock options
is estimated at 17,800 for the six months ended June 30, 2001. The
contingent issuance of common stock as related to the subordinated
convertible capital debentures was anti-dilutive, as the effect of the
related interest expense exceeded the impact of contingent issuance of
common stock shares.
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PART I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The Company's Management's Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with the information and
tables which follow.
SUMMARY
Net income for the six months ended June 30, 2001 was $159,000 and the net
income for the six months ended June 30, 2000 was $88,000.
FINANCIAL CONDITION
Earning Assets. Average earning assets for the six months ended June 30, 2001
totaled $103,552,000, which represents 88.5% of average total assets. Earning
assets totaled $112,776,000 at June 30, 2001. Average earning assets for the six
months ended June 30, 2000 totaled $96,894,000, which represented 91.5% of
average total assets. Earning assets totaled $93,383,000 at June 30, 2000 and
$106,817,000 at December 31, 2000.
Loan Portfolio. The Company's average loans for the six months ended June 30,
2001 were $81,938,000 and for the six months ended June 30, 2000 were
$69,202,000. The balance in total loans at June 30, 2001 was $90,150,000,
$78,884,000 at December 31, 2000 and $72,268,000 at June 30, 2000.
Investment Portfolio. The Company's investment securities portfolio averaged
$16,673,000 for the six months ended June 30, 2001 and $25,887,000 for the six
months ended June 30, 2000. The portfolio totaled $14,557,000 at June 30, 2001,
$22,940,000 at December 31, 2000 and $25,265,000 at June 30, 2000.
The Company maintains an investment strategy of seeking portfolio yields within
acceptable risk levels, as well as providing liquidity. The Company maintains
two classifications of investment securities: "Held to Maturity" and "Available
for Sale." The "Available for Sale" securities are carried at fair market value,
whereas the "Held to Maturity" securities are carried at cost. At June 30, 2001,
there was an unrealized gain in the "Available for Sale" portfolio of $51,000,
an unrealized loss of $12,000 at December 31, 2000 and an unrealized loss of
$174,000 at June 30, 2000.
The average balance of securities "Available for Sale" during the six months
ended June 30, 2001 was $13,684,000 and the balance at June 30, 2001 was
$14,557,000. The average balance of securities "Held to Maturity" during the six
months ended June 30, 2001 was $2,989,000 and there were no securities
classified as "Held to Maturity" at June 30, 2001.
The average balance of securities "Available for Sale" during the six months
ended June 30, 2000 was $17,031,000 and the balance at June 30, 2000 was
$16,413,000. The average balance of securities "Available for Sale" during the
quarter ended June 30, 2001 was $14,778,000 and $16,697,000 for the quarter
ended June 30, 2000. The average balance of securities "Held to Maturity" during
the six months ended June 30, 2000 was $8,856,000 and the balance at June 30,
2000 was $8,852,000. The average balance of securities "Held to Maturity" during
the quarter ended June 30, 2001 was $788,000 and $8,854,000 for the quarter
ended June 30, 2000.
Deposits. The Company's average deposits were $100,204,000 for the six months
ended June 30, 2001. This included average non-interest-bearing deposits of
$7,321,000, average certificates of deposit of $66,885,000, average saving
deposits of $784,000 and average interest-bearing transaction accounts of
$25,214,000.
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The Company's average deposits for the six months ended June 30, 2000 were
$89,076,000. This included average non-interest-bearing deposits of $5,731,000,
average certificates of deposit of $60,934,000, average savings deposits of
$548,000 and average interest-bearing transaction accounts of $21,863,000.
Deposits totaled $104,217,000 at June 30, 2001, $100,090,000 at December 31,
2000 and $91,338,000 at June 30, 2000.
Capital Resources. Shareholders' equity totaled $9,208,000 at of June 30, 2001.
This included $9,068,000 of common stock and additional paid-in-capital plus
retained earnings of $122,000 and accumulated other comprehensive income in the
form of an unrealized gain on securities available for sale of $18,000.
Long-Term Debt. The Company issued $3,000,000 of floating rate subordinated
convertible capital debentures ("debentures) during September 1999. Issuance
costs related to the debentures is approximately $25,000. The debentures convert
to common stock of the Corporation on August 31, 2011 at a conversion factor
based upon the market value of the common stock on that date. If converted
before that date, the conversion will be based upon one share of common stock
for every $12.50 of debentures held. The debentures begin accruing interest on
January 1, 2000 and pay interest every December 15 with the final interest
payment being made at maturity. Interest payment is based upon a rate equal to
the weighted average prime rate less 0.5%. Interest expense for the six months
and quarters ended June 30, 2001 and 2000 on the debentures totaled $110,000,
$127,000, $51,000 and $66,000, respectively.
BALANCE SHEET MANAGEMENT
Liquidity Management. Liquidity is the ability of a company to convert assets
into cash without significant loss and to raise funds by increasing liabilities.
Liquidity management involves having the ability to meet the day-to-day cash
flow requirements of its customers, whether they are depositors wishing to
withdraw funds or borrowers requiring funds to meet their credit needs.
The primary function of asset/liability management is not only to assure
adequate liquidity in order for the Company to meet the needs of its customer
base, but to maintain an appropriate balance between interest-sensitive assets
and interest-sensitive liabilities so that the Company can profitably deploy its
assets. Both assets and liabilities are considered sources of liquidity funding
and both are, therefore, monitored on a daily basis.
The asset portion of the balance sheet provides liquidity primarily through
investments in federal funds and maturities of investment securities. Additional
sources of liquidity are loan repayments and possible prepayments from the
mortgage-backed securities from the investment portfolio.
The liability portion of the balance sheet provides liquidity through various
interest bearing and non-interest bearing deposit accounts. At June 30, 2001 and
December 31, 2000, the Company had $5,000,000 of federal funds purchase lines
available at four correspondent banks. None of these lines were drawn at June
30, 2001 or December 31, 2000.
The Bank has a line of credit with the Federal Home Loan Bank of Cincinnati
secured by I-4 family residential mortgage loans. The Bank can borrow funds at a
variable rate tied to an index, for terms of one to ten years, the funds reprice
quarterly, and the Bank may pay off the balance at any repricing date without
penalty.
Because of the level of capital obtained in formation and from the funds derived
from the long-term debt issued in September 1999, no additional capital funds or
long-term debt are anticipated to be deemed necessary during the next twelve
months.
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RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
Net Interest Income. Net interest income is the principal component of a
financial institution's income stream and represents the spread between interest
and fee income generated from earning assets and the interest expense paid on
deposits. The following discussion is on a fully taxable equivalent basis.
Net interest income for the six months ended June 30, 2001 totaled $1,710,000.
This was the result of interest income of $4,308,000 and interest expense of
$2,598,000. Interest income produced by the loan portfolio totaled $3,709,000,
interest income on investment securities totaled $474,000 and interest income on
federal funds totaled $125,000. Interest expense included $2,055,000 of interest
expense on certificates of deposit, interest expense of $79,000 on
interest-bearing transaction accounts, interest expense of $285,000 on money
market demand accounts, interest expense on savings accounts of $5,000, interest
expense on other borrowings of $64,000 and interest expense on subordinated
convertible capital debentures of $110,000.
Net interest income for the six months ended June 30, 2000 totaled $1,525,000.
This was the result of interest income of $3,879,000 and interest expense of
$2,354,000. Interest income produced by the loan portfolio totaled $3,072,000,
interest income on investment securities totaled $757,000, and interest income
on federal funds totaled $50,000. Interest expense included $1,740,000 of
interest expense on certificates of deposit, interest expense of $123,000 on
interest-bearing transaction accounts, interest expense of $235,000 on money
market demand accounts, interest expense of $6,000 on savings accounts, interest
expense on other borrowings of $123,000 and interest expense on subordinated
convertible capital debentures of $127,000.
The trend in net interest income is commonly evaluated in terms of average rates
using the net interest margin and the interest rate spread. The net interest
margin, or the net yield on earning assets, is computed by dividing fully
taxable equivalent net interest income by average earning assets. This ratio
represents the difference between the average yield on average earning assets
and the average rate paid for all funds used to support those earning assets.
The net interest margin for the six months ended June 30, 2001 was 3.33%. The
net cost of funds, defined as interest expense divided by average-earning
assets, was 5.06% and the yield on earning assets was 8.39% for the six months
ended June 30, 2001. The net interest margin for the six months ended June 30,
2000 was 3.15%. The net cost of funds for the six months ended June 30, 2000 was
4.86% and the yield on earning assets was 8.01%.
The interest rate spread measures the difference between the average yield on
earning assets and the average rate paid on interest bearing sources of funds.
The interest rate spread eliminates the impact of non-interest bearing funds and
gives a direct perspective on the effect of market interest rate movements.
During recent years, the net interest margins and interest rate spreads have
been under intense pressure to maintain historical levels, due in part to tax
laws that discouraged investment in tax-exempt securities and intense
competition for funds with non-bank institutions. The interest rate spread for
the six months ended June 30, 2001 was 3.09% and for the six months ended June
30, 2000 was 2.82%.
Allowance for Possible Loan Losses. Lending officers are responsible for the
ongoing review and administration of each loan. They make the initial
identification of loans that present some difficulty in collection or where
there is an indication that the probability of loss exists. Lending officers are
responsible for the collection effort on a delinquent loan. Senior management is
informed of the status of delinquent and problem loans on a monthly basis.
Senior management makes recommendations monthly to the board of directors as to
charge-offs. Senior management reviews the allowance for possible loan losses on
a quarterly basis. The Company's policy is to discontinue interest accrual when
payment of principal and interest is 90 days or more in arrears, unless there is
sufficient collateral to justify continued accrual.
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The allowance for possible loan losses represents management's assessment of the
risks associated with extending credit and its evaluation of the quality of the
loan portfolio. Management analyzes the loan portfolio to determine the adequacy
of the allowance for possible loan losses and the appropriate provisions
required to maintain a level considered adequate to absorb anticipated loan
losses. In assessing the adequacy of the allowance, management reviews the size,
quality and risk of loans in the portfolio. Management also considers such
factors as loan loss experience, the amount of past due and non-performing
loans, specific known risk, the status and amount of non-performing assets,
underlying collateral values securing loans, current and anticipated economic
conditions and other factors which affect the allowance for potential credit
losses.
While it is the Company's policy to charge off in the current period the loans
in which a loss is considered probable, there are additional risks of future
losses that cannot be quantified precisely or attributed to particular loans or
classes of loans. Because these risks include the state of the economy,
management's judgment as to the adequacy of the allowance is necessarily
approximate and imprecise.
Management believes that the $992,000 at June 30, 2001 and $942,000 at December
31, 2000 in the allowance for possible loan losses are adequate to absorb known
risks in the portfolio. No assurance can be given, however, that adverse
economic circumstances will not result in increased losses in the loan
portfolio, and require greater provisions for possible loan losses in the
future.
Non-performing Assets. Non-performing assets include non-performing loans and
foreclosed real estate held for sale. Non-performing loans include loans
classified as non-accrual or renegotiated. The Company's policy is to place a
loan on non-accrual status when it is contractually past due 90 days or more as
to payment of principal or interest unless there is reason to believe the
collection of principal and interest is fairly certain. At the time a loan is
placed on non-accrual status, interest previously accrued but not collected is
reversed and charged against current earnings. Recognition of any interest after
a loan has been placed on non-accrual is accounted for on a cash basis.
There were no impaired loans or foreclosed real estate held for sale at June 30,
2001 or at December 31, 2000. There were no loans past due ninety days or more
and still accruing interest at June 30, 2001 or December 31, 2000. Loans on
non-accrual status at June 30, 2001 totaled $642,000 and $253,000 at December
31, 2000.
Non-interest Income. Non-interest income consists of revenues generated from a
broad range of financial services and activities including fee-based services
and increase in the cash surrender value of officer's life insurance. In
addition, any gains or losses realized from the sale of investment portfolio
securities available for sale are included in non-interest income.
Non-interest income totaled $723,000 for the six months ended June 30, 2001.
This included $368,000 on service charge on deposit accounts, other fees of
$42,000, $42,000 from the increase in the cash surrender value of the officer's
life insurance and $271,000 of other non-interest income including brokerage
income. There were no gains or losses on securities during the six months ended
June 30, 2001.
Non-interest income totaled $243,000 for the six months ended June 30, 2000.
This included $141,000 from service charges on deposit accounts, other fees of
$10,000, $40,000 from the increase in the cash surrender value of the officer's
life insurance and $52,000 of other non-interest income.
Non-interest Expenses. Non-interest expense for the six months ended June 30,
2001 totaled $2,145,000. Salaries and employee benefits for the six months ended
June 30, 2001 totaled $1,123,000. Occupancy expenses for the six months ended
June 30, 2001 totaled $126,000 while furniture and equipment expenses totaled
$140,000. Other non-interest expenses totaled $756,000. Other non-interest
expenses include advertising, data processing expenses, supplies and printing,
telephone, postage and legal and audit fees.
Non-interest expense for the six months ended June 30, 2000 totaled $1,556,000.
Salaries and employee benefits for the six months ended June 30, 2000 totaled
$795,000. Occupancy expense for the six months
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ended June 30, 2000 totaled $76,000 while furniture and equipment expense
totaled $97,000. All other non-interest expenses totaled $588,000 for the six
months ended June 30, 2000.
Income Taxes. For the six months ended June 30, 2001 the incurred income tax
expenses of $77,000 for an effective tax rate of 32.6%. For the six months ended
June 30, 2000 the Company incurred income tax expenses of $31,000 for an
effective tax rate of 26.0%. Approximately $42, 000 of income earned during the
six months ended June 30, 2001 is exempt from income taxes and approximately
$40,000 of income earned during the six months ended June 30, 2000 is exempt
from income taxes.
RESULTS OF OPERATIONS FOR THE QUARTERS ENDED JUNE 30, 2001 AND 2000
Net Interest Income. Net interest income is the principal component of a
financial institution's income stream and represents the spread between interest
and fee income generated from earning assets and the interest expense paid on
deposits. The following discussion is on a fully taxable equivalent basis.
Net interest income for the quarter ended June 30, 2001 totaled $921,000. This
was the result of interest income of $2,160,000 and interest expense of
$1,239,000. Interest income produced by the loan portfolio totaled $1,922,000,
interest income on investment securities totaled $208,000 and interest income on
federal funds totaled $30,000. The interest expense included $977,000 of
interest expense on certificates of deposit, interest expense of $36,000 on
interest-bearing transaction accounts, interest expense of $151,000 on money
market demand accounts, interest expense on savings accounts of $2,000, interest
expense on short-term borrowings of $22,000 and interest expense on subordinated
convertible capital debentures of $51,000.
Net interest income for the quarter ended June 30, 2000 totaled $766,000. This
was the result of interest income of $1,999,000 and interest expense of
$1,233,000. Interest income produced by the loan portfolio totaled $1,600,000,
interest income on investment securities totaled $375,000, and interest income
on federal funds totaled $24,000. Interest expense included $915,000 of interest
expense on certificates of deposit, interest expense of $62,000 on
interest-bearing transaction accounts, interest expense of $125,000 on money
market demand accounts, interest expense on savings accounts of $3,000. Further
interest expense was incurred related to short-term borrowings and subordinated
convertible capital debentures of $62,000 and $66,000, respectively.
The trend in net interest income is commonly evaluated in terms of average rates
using the net interest margin and the interest rate spread. The net interest
margin, or the net yield on earning assets, is computed by dividing fully
taxable equivalent net interest income by average earning assets. This ratio
represents the difference between the average yield on average earning assets
and the average rate paid for all funds used to support those earning assets.
The net interest margin for the quarter ended June 30, 2001 was 3.58%. The net
cost of funds, defined as interest expense divided by average-earning assets,
was 4.81% and the yield on earning assets was 8.39% for the quarter ended June
30, 2001. The net interest margin for the quarter ended June 30, 2000 was 3.12%.
The net cost of funds for the quarter ended June 30, 2000 was 5.02% and the
yield on earning assets was 8.14%.
The interest rate spread measures the difference between the average yield on
earning assets and the average rate paid on interest bearing sources of funds.
The interest rate spread eliminates the impact of non-interest bearing funds and
gives a direct perspective on the effect of market interest rate movements.
During recent years, the net interest margins and interest rate spreads have
been under intense pressure to maintain historical levels, due in part to tax
laws that discouraged investment in tax-exempt securities and intense
competition for funds with non-bank institutions. The interest rate spread for
the quarter ended June 30, 2001 was 3.36% and for the quarter ended June 30,
2000 was 2.79%.
Non-interest Income. Non-interest income consists of revenues generated from a
broad range of financial services and activities including fee-based services
and increase in the cash surrender value of officer's life
12
14
insurance. In addition, any gains or losses realized from the sale of investment
portfolio securities available for sale are included in non-interest income.
Non-interest income totaled $454,000 for the quarter ended June 30, 2001. This
included $254,000 on service charge on deposit accounts, other fees of $28,000,
$21,000 from the increase in the cash surrender value of the officer's life
insurance and $151,000 of other non-interest income including brokerage income.
There were no gains or losses on securities during the quarter ended June 30,
2001.
Non-interest income totaled $137,000 for the quarter ended June 30, 2000. This
included $75,000 from service charges on deposit accounts, other fees of $6,000,
increase in cash surrender value of officers' life insurance of $21,000 and
$35,000 of other non-interest income.
Non-interest Expenses. Non-interest expense for the quarter ended June 30, 2001
totaled $1,170,000. Salaries and employee benefits for the quarter ended June
30, 2001 totaled $631,000. Occupancy expenses for the quarter ended June 30,
2001 totaled $63,000 while furniture and equipment expenses totaled $77,000.
Other non-interest expenses totaled $399,000. Other non-interest expenses
include advertising, data processing expenses, supplies and printing, telephone,
postage and legal and audit fees.
Non-interest expense for the quarter ended June 30, 2000 totaled $807,000.
Salaries and employee benefits for the quarter ended June 30, 2000 totaled
$410,000. Occupancy expense for the quarter ended June 30, 2000 totaled $49,000
while furniture and equipment expense totaled $54,000. All other non-interest
expenses totaled $294,000 for the quarter ended June 30, 2000.
Income Taxes. For the quarter ended June 30, 2001 the Company incurred income
tax expenses of $59,000 for an effective tax rate of 35.5%. For the quarter
ended June 30, 2000 the Company incurred income tax expenses of $18,000 for an
effective tax rate of 28.6%. Approximately $21,000 of income earned during the
quarters ended June 30, 2001 and 2000 is exempt from income taxes.
RETURN ON EQUITY AND ASSETS
Return on assets (net income divided by average total assets) for the six months
ended June 30, 2001 was 0.27%. Return on assets for the six months ended June
30, 2000 was 0.17%. Return on assets for the quarter ended June 30, 2001 was
0.37% while return on assets for the quarter ended June 30, 2000 was 0.17%.
Return on equity (net income divided by average equity) for the six months ended
June 30, 2001 was 3.49%. Return on equity for the six months ended June 30, 2000
was 2.02%. Return on equity for the quarter ended June 30, 2001 was 4.62% while
return on equity for the quarter ended June 30, 2000 was 2.05%.
Equity to assets (average equity divided by average total assets) for the six
months ended June 30, 2001 was 7.85%. Equity to assets for the six months ended
June 30, 2000 was 8.24%. Equity to assets for the quarter ended June 30, 2001
was 7.92% while equity to assets for the quarter ended June 30, 2000 was 8.19%.
There were no dividends paid during the quarters or six months ended June 30,
2001 or 2000, so no dividend payout ratio is presented.
EFFECTS OF INFLATION AND CHANGING PRICES
Inflation generally increases the cost of funds and operating overhead and to
the extent loans and other assets bear variable rates, the yields on such
assets. Unlike most industrial companies, virtually all of the assets and
liabilities of a financial institution are monetary in nature. As a result,
interest rates generally have a more significant impact on the performance of a
financial institution than the effects of general
13
15
levels of inflation. Although interest rates do not necessarily move in the same
direction or to the same extent as the prices of goods and services, increases
in inflation generally have resulted in increased interest rates. In addition,
inflation affects financial institutions' cost of goods and services purchased,
the cost of salaries and benefits, occupancy expense and similar items.
Inflation and related increases in interest rates generally decrease the market
value of investments and loans held and may adversely affect liquidity, earnings
and stockholders' equity. Mortgage originations and refinancings tend to slow as
interest rates increase and can reduce the Company's earnings from such
activities and the income from the sale of residential mortgage loans in the
secondary market.
14
16
AVERAGE BALANCE SHEET AND NET INTEREST INCOME
The following table sets forth weighted yields earned by the Company on its
earning assets and the weighted average rates paid on its deposits and other
interest-bearing liabilities for the six months ended June 30, 2001 indicated
and certain other information:
Interest Average
Average Income/ Yields/
Balance Expense Rates
------- ------- -----
ASSETS: (Fully taxable equivalent - dollars in thousands)
Interest-earning assets:
Loans $ 81,938 $3,709 9.13%
Investment securities:
U.S. Treasury and other U.S. government agencies 16,673 474 5.73%
States and municipalities - - N/A
Federal funds sold 4,941 125 5.10%
- ---------------------------------------------------------------------------------------------------------
Total interest-earning assets/interest income 103,552 4,308 8.39%
- ----------------------------------------------------------- ------------------------------------------
Cash and due from banks 5,719
Other assets 8,630
Allowance for possible loan losses (950)
- ----------------------------------------------------------- --------
Total assets $116,951
=========================================================== ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Interest-bearing liabilities:
Demand deposits and savings accounts $ 25,998 369 2.86%
Certificates of deposit 66,885 2,055 6.20%
Other borrowings 3,022 64 4.27%
Subordinated convertible capital debentures 3,000 110 7.39%
- ---------------------------------------------------------------------------------------------------------
Total interest-bearing liabilities/interest expense 98,905 2,598 5.30%
- ----------------------------------------------------------- --------- ------ -----
Non-interest-bearing demand deposits 7,321
Other liabilities 1,548
Shareholders' equity 9,177
- ----------------------------------------------------------- --------
Total liabilities and shareholders' equity $116,951
=========================================================== ========
Net interest earnings $1,710
=========================================================== ======
Net interest income on interest-earning assets 3.33%
=========================================================== ====
Taxable equivalent adjustment: N/A
15
17
The following table sets forth weighted yields earned by the Company on its
earning assets and the weighted average rates paid on its deposits and other
interest-bearing liabilities for the six months ended June 30, 2000 indicated
and certain other information:
Interest Average
Average Income/ Yields/
Balance Expense Rates
------- ------- ------
ASSETS: (Fully taxable equivalent - dollars in thousands)
Interest-earning assets:
Loans $ 69,202 $3,072 8.88%
U.S. Treasury and other U.S. government agencies 25,887 757 5.85%
States and municipalities -- -- N/A
Federal funds sold 1,805 50 5.54%
- ------------------------------------------------------------------------------------------------------
Total interest-earning assets/interest income 96,894 3,879 8.01%
- ----------------------------------------------------------- -------- ------ ----
Cash and due from banks 2,292
Other assets 7,621
Allowance for possible loan losses (856)
- ----------------------------------------------------------- --------
Total assets $105,951
=========================================================== ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Interest-bearing liabilities:
Demand deposits and savings accounts $ 22,411 364 3.25%
Certificates of deposit 60,934 1,740 5.71%
Other borrowings 4,398 123 5.59%
Subordinated convertible capital debentures 3,000 127 8.47%
- ------------------------------------------------------------------------------------------------------
Total interest-bearing liabilities/interest expense 90,743 2,354 5.19%
- ----------------------------------------------------------- --------- ------ ----
Non-interest-bearing demand deposits 5,731
Other liabilities 744
Shareholders' equity 8,733
- ----------------------------------------------------------- --------
Total liabilities and shareholders' equity $105,951
=========================================================== ========
Net interest earnings $1,525
=========================================================== ======
Net interest income on interest-earning assets 3.15%
=========================================================== ====
Taxable equivalent adjustment: N/A
16
18
The following table presents changes in the Company's various categories of
interest income and interest expense based upon the change in the average rate
and the change in the average volume from the six months ended June 30, 2001 to
the six months ended June 30, 2000 (in thousands).
INCREASE INCREASE INCREASE
(DECREASE) (DECREASE) (DECREASE)
INCREASE DUE TO DUE TO DUE TO RATE
(DECREASE) RATE VOLUME AND VOLUME
- --------------------------------------------------------------------------------------------------------
ASSETS
Interest earning assets:
Interest bearing deposits with other banks -- -- -- --
Federal funds sold 75 (4) 87 (8)
Investment securities (283) (21) (269) 7
Loans 637 61 565 11
- ------------------------------------------------------------------------------------------------------
Total interest earning assets 429 36 383 10
- ------------------------------------------------------------------------------------------------------
LIABILITIES
Interest bearing liabilities:
Demand deposits and savings accounts 5 (46) 58 (7)
Certificates of deposits 315 132 170 13
Other borrowings (59) (30) (38) 9
Subordinated convertible
capital debentures (17) (17) -- --
- ------------------------------------------------------------------------------------------------------
Total interest bearing liabilities 244 39 190 15
- ------------------------------------------------------------------------------------------------------
Total 185 (3) 193 (5)
======================================================================================================
17
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AVERAGE BALANCE SHEET AND NET INTEREST INCOME
The following table sets forth weighted yields earned by the Company on its
earning assets and the weighted average rates paid on its deposits and other
interest-bearing liabilities for the quarter ended June 30, 2001 indicated and
certain other information:
Interest Average
Average Income/ Yields/
Balance Expense Rates
------- ------- -----
ASSETS: (Fully taxable equivalent - dollars in thousands)
Interest-earning assets:
Loans $ 84,997 $1,922 9.07%
Investment securities:
U.S. Treasury and other U.S. government agencies 15,566 208 5.36%
States and municipalities -- -- N/A
Federal funds sold 2,758 30 4.36%
- -----------------------------------------------------------------------------------------------------------
Total interest-earning assets/interest income 103,321 2,160 8.39%
- ----------------------------------------------------------- -------- ------ -----
Cash and due from banks 6,205
Other assets 8,973
Allowance for possible loan losses (955)
- ----------------------------------------------------------- --------
Total assets $117,544
=========================================================== ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Interest-bearing liabilities:
Demand deposits and savings accounts $ 27,394 189 2.77%
Certificates of deposit 65,488 977 5.98%
Other borrowings 2,391 22 3.69%
Subordinated convertible capital debentures 3,000 51 6.82%
- ----------------------------------------------------------------------- ------ -----
Total interest-bearing liabilities/interest expense 98,273 1,239 5.06%
- ----------------------------------------------------------------------- ------ -----
Non-interest-bearing demand deposits 8,124
Other liabilities 1,837
Shareholders' equity 9,310
- ----------------------------------------------------------- --------
Total liabilities and shareholders' equity $117,544
=========================================================== ========
Net interest earnings $ 921
=========================================================== =====
Net interest income on interest-earning assets 3.98%
=========================================================== =====
Taxable equivalent adjustment: N/A
18
20
The following table sets forth weighted yields earned by the Company on its
earning assets and the weighted average rates paid on its deposits and other
interest-bearing liabilities for the quarter ended June 30, 2000 indicated and
certain other information:
Interest Average
Average Income/ Yields/
Balance Expense Rates
------- ------- -----
(Fully taxable equivalent - dollars in thousands)
Assets:
Interest-earning assets:
Loans $ 71,188 $1,600 8.99%
U.S. Treasury and other U.S. government agencies 25,551 375 5.87%
States and municipalities -- -- N/A
Federal funds sold 1,463 24 6.56%
- ---------------------------------------------------------------------------------------------------
Total interest-earning assets/interest income 98,202 1,999 8.14%
- ---------------------------------------------- --------- ------ ----
Cash and due from banks 2,212
Other assets 7,707
Allowance for possible loan losses (882)
- ---------------------------------------------- ---------
Total assets $ 107,239
=========
Liabilities and shareholders' equity:
Interest-bearing liabilities:
Demand deposits and savings accounts $ 22,597 190 3.36%
Certificates of deposit 62,282 915 5.88%
Other borrowings 4,304 62 5.76%
Subordinated convertible capital debentures 3,000 66 8.80%
- ---------------------------------------------------------------------------------------------------
Total interest-bearing liabilities/interest expense 92,183 1,233 5.35%
- --------------------------------------------------- --------- ------ ----
Non-interest-bearing demand deposits 5,622
Other liabilities 655
Shareholders' equity 8,779
- ---------------------------------------------- ---------
Total liabilities and shareholders' equity $ 107,239
- ---------------------------------------------- =========
Net interest earnings $ 766
- ---------------------------------------------- ======
Net interest income on interest-earning assets 3.12%
- ---------------------------------------------- ====
Taxable equivalent adjustment: N/A
19
21
The following table presents changes in the Company's various categories of
interest income and interest expense based upon the change in the average rate
and the change in the average volume from the quarter ended June 30, 2000 to the
quarter ended June 30, 2001 (in thousands).
INCREASE INCREASE INCREASE
(DECREASE) (DECREASE) (DECREASE)
INCREASE DUE TO DUE TO DUE TO RATE
(DECREASE) RATE VOLUME AND VOLUME
- -------------------------------------------------------------------------------------------------------
ASSETS
Interest earning assets:
Interest bearing deposits with other banks -- -- -- --
Federal funds sold 6 (8) 21 (7)
Investment securities (167) (34) (146) 13
Loans 322 10 310 2
- ---------------------------------------------------------------------------------------------------
Total interest earning assets 161 (32) 185 8
- ---------------------------------------------------------------------------------------------------
LIABILITIES
Interest bearing liabilities:
Demand deposits and savings accounts (1) (34) 40 (7)
Certificates of deposits 62 14 47 1
Other borrowings (40) (22) (28) 10
Subordinated convertible
capital debentures (15) (15) -- --
- ---------------------------------------------------------------------------------------------------
Total interest bearing liabilities 6 (57) 59 4
- ---------------------------------------------------------------------------------------------------
Total 155 25 126 4
===================================================================================================
Amounts are adjusted to a fully taxable basis, based on the statutory Federal
income tax rates, adjusted for applicable state income taxes net of the related
Federal tax benefit. The effect of volume change is computed by multiplying the
change in volume by the prior year rate. The effect of rate change is computed
by multiplying the change in rate by the prior year volume. Rate/volume change
is computed by multiplying the change in volume by the change in rate.
ASSETS
The management of the Company considers many criteria in managing assets,
including creditworthiness, diversification and structural characteristics,
maturity and interest rate sensitivity. The following table sets forth the
Company's interest-earning assets by category at June 30, 2001 and December 31,
2000 (in thousands):
June 30, 2001 December 31, 2000
------------- -----------------
Interest-bearing deposits with banks $ -- $ --
Investment securities 14,557 22,940
Federal funds sold 8,069 4,993
Loans:
Real estate 63,947 55,425
Commercial and other 25,902 23,179
- ------------------------------------------ -------- --------
Total loans 89,849 78,604
- ------------------------------------------ -------- --------
Interest-earning assets $112,475 $106,537
========================================== ======== ========
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22
INVESTMENT PORTFOLIO
The Company has classified all investment securities as either available for
sale or held to maturity depending upon whether the Company has the intent and
ability to hold the investment securities to maturity. The classification of
certain investment securities as available for sale is consistent with the
Company's investment philosophy of maintaining flexibility to manage the
portfolio. At June 30, 2001, approximately $14,557,000 of investment securities
was classified as available for sale and at December 31, 2000, approximately
$14,091,000 of investment securities was classified as available for sale.
Approximately $18,000 of unrealized gain and $7,000 of unrealized loss was
included in shareholders' equity related to the available for sale investment
securities as of June 30, 2001 and December 31, 2000, respectively. There was
$8,849,000 of securities at December 31, 2000 classified as held to maturity.
There were no securities classified as held to maturity at June 30, 2001.
At June 30, 2001, obligations of the United States Government or its agencies
represented approximately 100% of the total investment debt portfolio. The
following table presents the carrying amounts of the Company's investment
portfolio at June 30, 2001 (in thousands):
Amortized Estimated
Cost Fair Value
--------- ----------
AVAILABLE FOR SALE:
U.S. Treasury $ -- $ --
U.S. Government agencies 13,850 13,901
States and political subdivisions -- --
Other securities -- --
------- -------
Total available for sale debt securities 13,850 13,901
Federal Reserve Bank stock 346 346
Federal Home Loan Bank stock 310 310
------- -------
Total available for sale 14,506 14,557
======= -------
HELD TO MATURITY:
U.S. Treasury -- --
U.S. Government agencies -- --
States and political subdivisions -- --
Other securities -- --
------- -------
Total held to maturity -- --
------- -------
Total investment portfolio $14,506 $14,557
======= =======
21
23
At December 31, 2000, obligations of the United States Government or its
agencies represented approximately 100% of the total investment debt portfolio.
The 2000 following table presents the carrying amounts of the Company's
investment portfolio at December 31, (in thousands):
Amortized Estimated
Cost Fair Value
--------- ----------
AVAILABLE FOR SALE:
U.S. Treasury $ -- $ --
U.S. Government agencies 13,482 13,470
States and political subdivisions -- --
Other securities -- --
- -------------------------------------------------- ------- -------
Total available for sale - debt securities 13,482 13,470
- -------------------------------------------------- ------- -------
Federal Reserve Bank stock 346 346
Federal Home Loan Bank Stock 262 262
Other equity interest 13 13
- -------------------------------------------------- ------- -------
Total available for sale 14,103 14,091
================================================== ------- -------
HELD TO MATURITY:
U.S. Treasury -- --
U.S. Government agencies 8,849 8,813
States and political subdivisions -- --
Other securities -- --
- -------------------------------------------------- ------- -------
Total held to maturity 8,849 8,813
================================================== ------- -------
Total investment portfolio $22,952 $22,904
================================================== ======= =======
The following table presents the maturity distribution of the carrying value and
estimated fair value of the Company's investment portfolio at June 30, 2001. The
weighted average yields on these instruments are presented based on final
maturity (dollars in thousands).
Amortized Estimated Weighted
Cost Fair Value Average Yield
--------- ---------- -------------
AVAILABLE FOR SALE:
U.S. Treasuries $ -- -- N/A
U.S. Government agencies:
Due within 1 year 10,340 10,383 4.90%
Due after 1 year but within 5 years 3,510 3,518 5.01%
Due after 5 years but within 10 years -- -- N/A
Due after 10 years -- -- N/A
- ------------------------------------------ ------- ------- -----
Total 13,850 13,901 4.93%
- ------------------------------------------ ------- ------- -----
States and political subdivisions -- -- N/A
Other -- -- N/A
- ------------------------------------------ ------- ------- -----
Total investments available for sale-debt
securities 13,850 13,901 4.93%
- ------------------------------------------ ------- ------- -----
HELD TO MATURITY:
U.S. Treasuries -- -- N/A
U.S. Government agencies:
Due within 1 year -- -- N/A
Due after 1 year but within 5 years -- -- N/A
Due after 5 years but within 10 years -- -- N/A
Due after 10 years -- -- N/A
- ------------------------------------------ ------- ------- -----
Total -- -- N/A
- ------------------------------------------ ------- ------- -----
States and political subdivisions -- -- N/A
Other -- -- N/A
- ------------------------------------------ ------- ------- -----
Total held to maturity -- -- N/A%
- ------------------------------------------ ------- ------- -----
Total investment portfolio-debt securities $13,850 $13,901 4.93%
========================================== ======= ======= =====
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24
The following table presents the maturity distribution of the carrying value and
estimated fair value of the Company's investment portfolio at December 31, 2000.
The weighted average yields on these instruments are presented based on final
maturity (dollars in thousands).
Amortized Estimated Weighted
Cost Fair Value Average Yield
--------- ---------- -------------
AVAILABLE FOR SALE:
U.S. Treasuries $ -- $ -- N/A
U.S. Government agencies:
Due within 1 year 6,000 5,983 5.60%
Due after 1 year but within 5 years 7,482 7,487 6.36%
Due after 5 years but within 10 years -- -- N/A
Due after 10 years -- -- N/A
- ------------------------------------------ ------- ------- -----
Total 13,482 13,470 6.02%
- ------------------------------------------ ------- ------- -----
States and political subdivisions -- -- N/A
Other -- -- N/A
- ------------------------------------------ ------- ------- -----
Total investments available for sale-debt
securities 13,482 13,470 6.02%
- ------------------------------------------ ------- ------- -----
HELD TO MATURITY:
U.S. Treasuries -- -- N/A
U.S. Government agencies:
Due within 1 year -- -- N/A
Due after 1 year but within 5 years 7,849 7,812 5.97%
Due after 5 years but within 10 years 1,000 1,001 6.31%
Due after 10 years -- -- N/A
- ------------------------------------------ ------- ------- -----
Total 8,849 8,813 6.00%
- ------------------------------------------ ------- ------- -----
States and political subdivisions -- -- N/A
Other -- -- N/A
- ------------------------------------------ ------- ------- -----
Total held to maturity 8,849 8,813 6.00%
- ------------------------------------------ ------- ------- -----
Total investment portfolio-debt securities $22,331 $22,283 6.01%
========================================== ======= ======= =====
INVESTMENT POLICY
The objective of the Company's investment policy is to invest funds not
otherwise needed to meet the loan demand of the Bank's market area to earn the
maximum return for the Bank, yet still maintain sufficient liquidity to meet
fluctuations in the Bank's loan demand and deposit structure. In doing so, the
Company balances the market and credit risk against the potential investment
return, makes investments compatible with the pledge requirements of the Bank's
deposits of public funds, maintains compliance with regulatory investment
requirements, and assists the various public entities with their financing
needs. The Investment Committee is comprised of the president and three other
directors. The President is authorized to execute security transactions for the
investment portfolio and to make decisions on purchases and sales of securities.
All the investment transactions occurring since the previous board of directors'
meeting are reviewed by the board at its next monthly meeting. Limitations on
the Committee's investment authority include: (a) investment in any one
municipal security may not exceed 20% of equity capital; (b) the entire
investment portfolio may not increase or decrease by more than 10% in any one
month; (c) investments in obligations of the State of Tennessee may not exceed
30% of equity capital; and (d) investment in mortgage-backed securities may not
exceed more than 40% of equity capital. The investment policy allows portfolio
holdings to include short-term securities purchased to provide the Bank's needed
liquidity and longer-term securities purchased to generate stable income for the
Bank during periods of interest rate fluctuations.
23
25
LOAN PORTFOLIO
The following table sets forth the composition of the Company's loan portfolio
at June 30, 2001 (dollars in thousands).
Percent of
Balance Total Loans
------- -----------
Real estate loans:
Construction and land development $ 8,245 9.2%
Secured by residential properties 32,282 35.9%
Secured by commercial real estate 23,420 26.1%
- ------------------------------------------------------------------------------------------------
Total real estate loans 63,947 71.2%
- ------------------------------------------------------------------------------------------------
Commercial and industrial loans 9,277 10.3%
Other consumer loans 16,625 18.5%
- ------------------------------------------------------------------------------------------------
Total loans 89,849 100.0%
Unamortized premiums and
net deferred loan costs 301 N/A
Allowance for possible loan losses (992) N/A
- -------------------------------------------------------------------------------------------------
Net loans $89,158 N/A
=================================================================================================
The following table sets forth the composition of the Company's loan portfolio
at December 31, 2000 (dollars in thousands).
Percent of
Balance Total Loans
------- -----------
Real estate loans:
Construction and land development $ 8,140 10.4%
Secured by residential properties 30,507 38.8%
Secured by commercial real estate 16,778 21.3%
- ------------------------------------------------------------------------------------------------
Total real estate loans 55,425 70.5%
- ------------------------------------------------------------------------------------------------
Commercial and industrial loans 8,747 11.1%
Other consumer loans 14,432 18.4%
- ------------------------------------------------------------------------------------------------
Total loans 78,604 100.0%
Unamortized premiums and net
deferred loan costs 280 N/A
Allowance for possible loan losses (942) N/A
- -------------------------------------------------------------------------------------------------
Net loans $77,942 N/A
=================================================================================================
The following table sets forth the contractual maturities of the loan portfolio
and the sensitivity to interest rate changes of the Company's loan portfolio at
June 30, 2001 (in thousands).
Maturity Range
----------------------------------------------------------
One Year One Through Over
or Less Five Years Five Years Total
------- ---------- ---------- -----
LOAN MATURITY:
Real estate construction loans $ 3,924 $ 4,321 $ -- $ 8,245
Real estate mortgage loans 16,510 37,493 1,699 55,702
Commercial and industrial loans 8,059 551 667 9,277
All other loans 3,116 10,577 2,932 16,625
- ---------------------------------------- ------- ------- ------ -------
Total loans $31,609 $52,942 $5,298 $89,849
======================================== ======= ======= ====== =======
LOAN INTEREST RATE SENSITIVITY:
Predetermined interest rates $ 7,154 $18,839 $5,298 $31,291
Floating or adjustable interest rates 24,455 34,103 -- 58,558
- ---------------------------------------- ------- ------- ------ -------
Total $31,609 $52,942 $5,298 $89,849
======================================== ======= ======= ====== =======
24
26
The following table sets forth the contractual maturities of the loan portfolio
and the sensitivity to interest rate changes of the Company's loan portfolio at
December 31, 2000 (in thousands).
Maturity Range
---------------------------------------------------------
One Year One Through Over
or Less Five Years Five Years Total
------- ---------- ---------- -----
LOAN MATURITY:
Real estate construction loans $ 3,324 $ 4,816 $ -- $ 8,140
Real estate mortgage loans 16,220 29,540 1,525 47,285
Commercial and industrial loans 7,214 1,398 135 8,747
All other loans 2,644 9,694 2,094 14,432
- -------------------------------------- ------- ------- ------ -------
Total loans $29,402 $45,448 $3,754 $78,604
====================================== ======= ======= ====== =======
LOAN INTEREST RATE SENSITIVITY:
Predetermined interest rates $ 3,304 $16,762 $3,581 $23,647
Floating or adjustable interest rates 26,098 28,686 173 54,957
- -------------------------------------- ------- ------- ------ -------
Total 29,402 $45,448 $3,754 $78,604
====================================== ======= ======= ====== =======
LOAN POLICY
All lending activities of the Bank are under the direct supervision and control
of the Bank's Board with secondary authority vested in the Executive Committee.
The Senior Loan Committee, which consists of the president, one other director
and two senior lending officers, enforces loan authorizations for each officer,
decides on loans exceeding such limits, services all requests for officer
credits to the extent allowable under current laws and regulations, administers
all problem credits, and determines the allocation of funds for each lending
division. The loan portfolio consists primarily of real estate, commercial,
small business, residential construction and consumer installment loans.
Maturity of term loans is normally limited to 15 years. Conventional real estate
loans may be made up to 80% of the appraised value or purchase cost of the real
estate for no more than a 30-year term. Installment loans are based on the
earning capacity and vocational stability of the borrower.
The Bank board at its regularly scheduled meetings reviews all new loans made
the preceding month and discusses and approves any loans that exceed a loan
officer's authority. Loans that are 30 days or more past due are reviewed
monthly.
The Loan Committee of the Bank periodically reviews the loan portfolio,
particularly nonaccrual and renegotiated loans. Each loan officer is responsible
for monitoring and collecting his or her own loan portfolio. Loan Committee
review may result in a determination that a loan should be placed on a
nonaccrual status for income recognition, subject to Bank Board approval. In
addition, to the extent that management identifies potential losses in the loan
portfolio and reduces the book value of such loans through charge-offs, to their
estimated collectible value, the Company's policy is to classify as nonaccrual
any loan on which payment of principal or interest is 90 days or more past due,
unless there is adequate collateral to cover principal and accrued interest and
the loan is in the process of collection. In addition, a loan will be classified
as nonaccrual if, in the opinion of the Loan Committee, based upon a review of
the borrower's or guarantor's financial condition, collateral value or other
factors, payment is questionable, even though payments are not 90 days or more
past due.
When a loan is classified as nonaccrual, any unpaid interest is reversed against
current income. Interest is included in income thereafter only to the extent
received in cash. The loan remains in a nonaccrual classification until such
time as the loan is brought current, when it may be returned to accrual
classification. When principal or interest on a nonaccrual loan is brought
current, if in management's opinion future payments are questionable, the loan
would remain classified as nonaccrual. After a
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nonaccrual or renegotiated loan is charged off, any subsequent payments of
either interest or principal are applied first to any remaining balance
outstanding, then to recoveries and finally to income.
The large number of consumer installment loans and the relatively small dollar
amount of each make an individual review impracticable. It is the Company's
policy to charge off any consumer installment loan that is past due 90 days or
more and is not adequately collateralized.
In addition, mortgage loans secured by real estate are placed on nonaccrual
status when the mortgagor is in bankruptcy, or foreclosure proceedings are
instituted.
CREDIT RISK MANAGEMENT AND ALLOWANCE FOR POSSIBLE LOAN LOSSES
Credit risk and exposure to loss are inherent parts of the banking business.
Management seeks to manage and minimize these risks through its loan and
investment policies and loan review procedures. Management establishes and
continually reviews lending and investment criteria and approval procedures that
it believes reflect the risk sensitive nature of the Company. The loan review
procedures are set to monitor adherence to the established criteria and to
ensure that on a continuing basis such standards are enforced and maintained.
Management's objective in establishing lending and investment standards is to
manage the risk of loss and to provide for income generation through pricing
policies. To effectuate this policy, the Company makes commercial real estate
loans with a three-year or less fixed maturity, which may be amortized over a
maximum of 15 years.
The loan portfolio is regularly reviewed and management determines the amount of
loans to be charged-off. In addition, such factors as the Company's previous
loan loss experience, prevailing and anticipated economic conditions, industry
concentrations and the overall quality of the loan portfolio are considered.
While management uses available information to recognize losses on loans and
real estate owned, future additions to the allowance may be necessary based on
changes in economic conditions. In addition, various regulatory agencies, as an
integral part of their examination process, periodically review the allowance
for possible losses on loans and real estate owned. Such agencies may require
the Company to recognize additions to the allowances based on their judgments
about information available at the time of their examinations. In addition, any
loan or portion thereof which is classified as a "loss" by regulatory examiners
is charged-off.
The allowance for possible loan losses is increased by provisions charged to
operating expense. The allowance for possible loan losses is reduced by charging
off loans or portions of loans at the time they are deemed by management to be
uncollectible and increased when loans previously charged off are recovered. The
resulting allowance for possible loan losses is viewed by management as a
single, unallocated reserve available for all loans and, in management's
opinion, is adequate to provide for reasonably foreseeable potential loan
losses. The risk associated with loans varies with the creditworthiness of the
borrower, the type of loan (consumer, commercial or real estate) and its
maturity. Cash flow adequate to support a repayment schedule is an element
considered for all types of loans. Real estate loans are impacted by market
conditions regarding the value of the underlying property used as collateral.
Commercial loans are also impacted by the management of the business as well as
economic conditions. Management believes the allowance for possible loan losses
is adequate to absorb such anticipated charge-offs.
Rules and formulas relative to the adequacy of the allowance for possible loan
losses, although useful as guidelines to management, are not rigidly applied.
The allowance for possible loan losses was $992,000 as of June 30, 2001 or 1.10%
of loans outstanding. The allowance for possible loan losses was $942,000 as of
December 31, 2000, or 1.20% of loans outstanding. The provision for possible
loan losses charged against earnings during 2001 was $52,000. Net charge-offs
during the first six months of 2001 were $2,000. Recoveries totaling $12,000
were made during the six months ended June 30, 2001 while loans charged-off
during the six months ended June 30, 2001 totaled $14,000. The provision for
possible loan losses charged against earnings during the year ended December 31,
2000 was $139,000. Net charge-offs during 2000 were $14,000 (consisting of
charge-offs of $16,000 and recoveries of $2,000.)
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No loans were past due 90 days or more and still accruing interest at June 30,
2001 or at December 31, 2000. There were $642,000 of loans classified as
non-accrual at June 30, 2001 and $253,000 of loans were classified as
non-accrual at December 31, 2000. Accrual of interest is discontinued when there
is reasonable doubt as to the full, timely collections of interest or principal.
When a loan becomes contractually past due ninety (90) days with respect to
interest or principal, it is reviewed and a determination is made as to whether
it should be placed on non-accrual status. When a loan is placed on non-accrual
status, all interest previously accrued but not collected is reversed against
current period interest income. Income on such loans is then recognized only to
the extent that cash is received and where the future collection of principal is
probable. Interest accruals are resumed on such loans only when they are brought
fully current with respect to principal and interest and when, in the judgment
of management, the loans are estimated to be fully collectible as to principal
and interest. Restructured loans are those loans on which concessions in terms
have been granted because of a borrower's financial difficulty. Interest is
generally accrued on such loans in accordance with the new terms. There was no
other real estate owned or foreclosed, any repossessed assets or impaired loans
at June 30, 2001 or at December 31, 2000.
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DEPOSITS
The Company's primary sources of funds are interest-bearing deposits. The
following table sets forth the Company's deposit structure at June 30, 2001 and
December 31, 2000 (in thousands):
June 30, December 31,
2001 2000
-------- ------------
Non-interest-bearing deposits:
Individuals, partnerships and corporations $ 7,840 $ 5,783
U. S. Government and states and political subdivisions -- --
Certified and official checks 497 358
- --------------------------------------------------------- -------- --------
Total non-interest-bearing deposits 8,337 6,141
- --------------------------------------------------------- -------- --------
Interest-bearing deposits:
Interest-bearing demand accounts 27,882 24,653
Saving accounts 839 768
Certificates of deposit, less than $100,000 43,167 43,729
Certificates of deposit, $100,000 or greater 23,992 24,799
- --------------------------------------------------------- -------- --------
Total interest-bearing deposits 95,880 93,949
- --------------------------------------------------------- -------- --------
Total deposits $104,217 $100,090
========================================================= ======== ========
The following table presents a breakdown by category of the average amount of
deposits and the average rate paid on deposits for the six months ended June 30,
2001 and the year ended December 31, 2000 (dollars in thousands):
Six Months Ended Year Ended
June 30, 2001 December 31,2000
------------------------- --------------------
Non-interest-bearing deposits $ 7,321 N/A $ 5,844 N/A
Interest-bearing demand deposits 25,214 2.90% 22,005 3.42%
Savings accounts 784 1.29% 621 2.08%
Certificates of deposit 66,885 6.20% 64,419 6.08%
-------- ---- ------- ----
Total deposits $100,204 5.26% $92,889 5.38%
======== ==== ======= ====
At June 30, 2001, certificates of deposits greater than $100,000 aggregated
approximately $23,992,000. The following table indicates, as of June 30, 2001,
the dollar amount of $100,000 or more by the time remaining until maturity (in
thousands):
3 Months 3 to 12 1 to 5 Over 5
or less Months Years Years
-------- ------- ------ ------
Certificates of deposit $5,819 $16,038 $2,135 --
===================================== ====== ======= ====== =====
At December 31, 2000, certificates of deposits greater than $100,000 aggregated
approximately $24,799,000. The following table indicates, as of December 31,
2000, the dollar amount of $100,000 or more by the time remaining until maturity
(in thousands):
3 Months 3 to 12 1 to 5 Over 5
or less Months Years Years
-------- ------- ------ ------
Certificates of deposit $7,902 $12,912 $3,985 --
===================================== ====== ======= ====== ======
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LIQUIDITY
Of primary importance to depositors, creditors and regulators is the ability to
have readily available funds sufficient to repay fully maturing liabilities. The
Company's liquidity, represented by cash and cash due from banks, is a result of
its operating, investing and financing activities. In order to insure funds are
available at all times, the Company devotes resources to projecting on a monthly
basis the amount of funds that will be required and maintains relationships with
a diversified funding base so funds are accessible. Liquidity requirements can
also be met through short-term borrowings or the disposition of short-term
assets, which are generally matched to correspond to the maturity of
liabilities.
The Company has a formal liquidity policy, and in the opinion of management, its
liquidity levels are considered adequate. Neither the Company nor the Bank is
subject to any specific regulation liquidity requirements imposed by regulatory
authorities. The Bank is subject to general FDIC guidelines, which do not
require a minimum level of liquidity. Management believes its liquidity ratios
meet or exceed these guidelines. Management does not know of any trends or
demands that are reasonably likely to result in liquidity increasing or
decreasing in any material manner. The ratio for average loans to average
deposits for 2000 was 77.6% and for the quarter ended June 30, 2001 was 84.2%.
CAPITAL ADEQUACY
Capital adequacy refers to the level of capital required to sustain asset growth
over time and to absorb losses. The objective of the Company's management is to
maintain a level of capitalization that is sufficient to take advantage of
profitable growth opportunities while meeting regulatory requirements. This is
achieved by improving profitability through effectively allocating resources to
more profitable businesses, improving asset quality, strengthening service
quality, and streamlining costs. The primary measures used by management to
monitor the results of these efforts are the ratios of average equity to average
assets, average tangible equity to average tangible assets, and average equity
to net loans. The Federal Reserve Board and FDIC have adopted capital guidelines
governing the activities of bank holding companies and banks. These guidelines
require the maintenance of an amount of capital based on risk-adjusted assets so
that categories of assets with potentially higher credit risk will require more
capital backing than assets with lower risk. In addition, banks and bank holding
companies are required to maintain capital to support, on a risk-adjusted basis,
certain off-balance sheet activities such as loan commitments.
The capital guidelines classify capital into two tiers, referred to as Tier I
and Tier II. Under risk-based capital requirements, total capital consists of
Tier I capital, which is generally common shareholders' equity less goodwill and
excess tax assets, and Tier II capital which is primarily the qualifying portion
of the allowance for possible loan losses and certain qualifying debt
instruments. In determining risk-based capital requirements, assets are assigned
risk-weights of 0% to 100%, depending primarily on the regulatory assigned
levels of credit risk associated with such assets. Off-balance sheet items are
considered in the calculation of risk-adjusted assets through conversion factors
established by the regulators. The framework for calculating risk-based capital
requires banks and bank holding companies to meet the regulatory minimums of 4%
Tier I and 8% total risk-based capital. In 1990 regulators added a leverage
computation to the capital requirements, comparing Tier I capital to total
average assets less goodwill and excess tax assets. In 1999, the ratio was
modified to reduce Tier 1 Capital by the amount of investments in unconsolidated
subsidiaries.
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31
The following table gives the various capital ratios and balances at June 30,
2001 and December 31, 2000 (dollars in thousands) for the Company:
June 30, 2001 December 31, 2000
------------- -----------------
CAPITAL:
Tier I capital:
Shareholders' equity $ 9,190 $ 9,030
Less investments in unconsolidated affiliate -- 13
Less excess tax assets 319 304
- ---------------------------------------------- -------- --------
Total Tier I capital 8,871 $ 8,713
- ---------------------------------------------- -------- --------
Tier II capital:
Qualifying debt 3,000 3,000
Qualifying allowance for loan losses 992 942
- ---------------------------------------------- -------- --------
Total Tier II capital 3,992 3,942
- ---------------------------------------------- -------- --------
Total capital $ 12,863 $ 12,655
============================================== ======== ========
Risk-adjusted assets $ 98,663 $ 86,189
============================================== ======== ========
Quarterly average assets $117,544 $112,964
============================================== ======== ========
RATIOS:
Tier I capital to risk-adjusted assets 9.0% 10.1%
Tier II capital to risk-adjusted assets 4.0% 4.6%
Total capital to risk-adjusted assets 13.0% 14.7%
Leverage-- Tier I capital to quarterly
average assets less disallowed intangibles 7.5% 7.7%
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The following table gives the various capital ratios and balances at June 30,
2001 and at December 31, 2000 (dollars in thousands) for the Bank:
June 30, 2001 December 31, 2000
------------- -----------------
CAPITAL:
Tier I capital:
Shareholders' equity $ 11,931 $ 11,734
Less excess tax assets 319 304
- ---------------------------------------------- -------- --------
Total Tier I capital 11,612 11,430
- ---------------------------------------------- -------- --------
Tier II capital:
Qualifying debt -- --
Qualifying allowance for loan losses 992 942
- ---------------------------------------------- -------- --------
Total Tier II capital 992 942
- ---------------------------------------------- -------- --------
Total capital $ 12,604 $ 12,372
============================================== ======== ========
Risk-adjusted assets $ 98,670 $ 86,189
============================================== ======== ========
Quarterly average assets $117,593 $112,964
============================================== ======== ========
RATIOS:
Tier I capital to risk-adjusted assets 11.8% 13.3%
Tier II capital to risk-adjusted assets 1.0% 1.1%
Total capital to risk-adjusted assets 12.8% 14.4%
Leverage-- Tier I capital to quarterly
average assets less disallowed intangibles 9.9% 10.1%
The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
established five capital categories for banks and bank holding companies. The
bank regulators adopted regulations defining these five capital categories in
September 1992. Under these new regulations each bank is classified into one of
the five categories based on its level of risk-based capital as measured by Tier
I capital, total risk-based capital, and Tier I leverage ratios and its
supervisory ratings. The following table lists the five categories of capital
and each of the minimum requirements for the three risk-based capital ratios.
Total Risk-Based Tier I Risk-Based Leverage
Capital Ratio Capital Ratio Ratio
------------- ------------- -----
Well-capitalized 10% or above 6% or above 5% or above
Adequately capitalized 8% or above 4% or above 4% or above
Undercapitalized Less than 8% Less than 4% Less than 4%
Significantly undercapitalized Less than 6% Less than 3% Less than 3%
Critically undercapitalized -- -- 2% or less
On June 30, 2001 and December 31, 2000, the Company exceeded the regulatory
minimums and qualified as a well-capitalized institution under the regulations.
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OTHER BORROWINGS:
Short-term borrowings at June 30, 2001 and December 31, 2000 is comprised of the
following:
June 30, Dec. 31,
2001 2000
------ ------
Federal Home Loan Bank borrowings $4,000 $ --
Securities sold under agreement to repurchase $1,706 $4,320
- ---------------------------------------------------------------------------------------------
Total $5,706 $4,320
=============================================================================================
Securities underlying the repurchase agreements - obligations
of U.S. Government agencies and corporations with amortized
cost of approximately $5,150,000 and $6,299,000 at June 30,
2001 and December 31, 2000, respectively, and estimated
fair values of $5,157,000 and 6,285,000
at June 30, 2001 and December 31, 2000, respectively $1,706 $4,320
=============================================================================================
The Bank pays interest on these repurchase agreements at approximately 0.40%
below the federal funds rate. These repurchase agreements have maturities of one
day.
Securities sold under agreement to repurchase averaged approximately $3,653,000
during the quarter ended June 30, 2001 and $3,960,000 during the year ended
December 31, 2000 and the maximum amount outstanding at any month end during
these periods was approximately $4,523,000 and 5,539,000, respectively.
The securities underlying the repurchase agreements are held in safekeeping by a
separate third party bank.
The Bank pays interest of London Interbank Offering Rate (LIBOR) plus ten basis
points on the Federal Home Loan Bank (FHLB) borrowings. The rate reprices
quarterly and matures in June 2003. The Bank can pay of the balance without
penalty at any repricing date. The borrowing is secured by 1-4 family
residential mortgage loans.
PROPERTY ACQUISITIONS:
The Company began in March 2001 to renovate an existing building to serve as a
branch in Smyrna, Tennessee. The property is leased and opened for business in
May 2001. The cost to renovate the existing building was approximately $50,000.
During 1999, the Company began renovating the existing office premises and Bank
building into one combined main office. The construction was significantly
completed in April 2000. The cost of this renovation and construction and
related furnishings was approximately $2,700,000. No other significant property
acquisitions are planned for the next year.
PERSONNEL:
The Company increased the number of employees from fifty-one at December 31,
2000 to fifty-six at June 30, 2001.
The Company anticipates increasing the number of employees during 2001 to
approximately sixty employees to service the anticipated loan and deposit growth
and related support services during the next twelve months.
RESEARCH AND DEVELOPMENT:
The Company does not engage in product research and development and does not
anticipate any such activities during the next twelve months.
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FOREIGN TRANSACTIONS:
The Company and the Bank have not had any investment securities, loans or
deposits of foreign governments, corporations or other entities.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULT ON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Stockholders was held April 19, 2001.
(b) Each of the persons named in the Proxy Statement as a nominee for director
was elected and the selection of Rayburn, Betts and Bates, P.C. as independent
auditors for the Company for 2001 was ratified. The following are the voting
results on each of the matters:
(1) Election of the entire board of directors who are as follows:
Total Number of Shares Voting:
Shares Broker
Voting For Against Withheld Non-Votes
- ---------------------------------------------------------------------------------------------
Melvin R. Adams 637,414 637,214 100 100 0
Thomas E. Batey 637,414 637,214 100 100 0
Joyce Ewell 637,414 637,214 100 100 0
J. Stanley Hooper 637,414 637,214 100 100 0
William E. Rowland 637,414 637,214 100 100 0
William R Sloan 637,414 637,214 100 100 0
Joseph M. Swanson 637,414 637,164 150 100 0
Olin O. Williams 637,414 637,214 100 100 0
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(2) The election of Rayburn, Betts and Bates, P. C. as independent auditors for
the Company was as follows:
Total Number of Shares Voting:
Shares Broker
Voting For Against Withheld Non-Votes
- --------------------------------------------------------------------------------
637,414 635,264 200 1,950 0
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) No reports on Form 8-K have been filed during the quarter for which this
report is filed
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Murfreesboro Bancorp, Inc.
- -------------------------------------------------------------------------------
(Registrant)
Date August 14, 2001
By /s/ William L. Webb
-------------------
(Signature) *
William L. Webb,
Principal Accounting Officer and Chief Financial Officer
- - Print the name and title of each signing officer under his or her signature.