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 nine month period ended September 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 MURFREESBORO BANCORP, INC. -------------------------- (Exact Name of Registrant as Specified in Its Charter) Tennessee 62-1694317 - ------------------------------- -------------------------------- (State or Other Jurisdiction of (IRS Employer Identification No.) Incorporation or Organization) 615 Memorial Boulevard, Murfreesboro, Tennessee 37129 ----------------------------------------------------- (Address of principal executive offices and Zip Code) (615) 890-1111 -------------- (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 November 12, 2001. PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS MURFREESBORO BANCORP, INC. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 2001 CONTENTS 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 1 MURFREESBORO BANCORP, INC. CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2001 AND DECEMBER 31, 2000 (Tabular amounts are in thousands) ASSETS ------ (Unaudited) September 30, December 31, 2001 2000 ------------ ----------- Cash and due from banks $ 2,385 $ 3,531 Federal funds sold 9,198 4,993 - ------------------------------------------------------------------------------------------------------------------ Total cash and cash equivalents 11,583 8,524 - ------------------------------------------------------------------------------------------------------------------ Securities available for sale 11,305 14,091 Securities held to maturity -- 8,849 - ------------------------------------------------------------------------------------------------------------------ Total investment securities 11,305 22,940 - ------------------------------------------------------------------------------------------------------------------ Loans, less allowance for possible loan losses of $1,023,000 and $942,000, respectively 93,998 77,942 Premises and equipment, net 5,073 5,050 Accrued interest receivable 586 862 Other assets 2,469 1,893 Deferred tax assets 319 315 - ------------------------------------------------------------------------------------------------------------------ Total assets $ 125,333 $ 117,526 ================================================================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Deposits $ 105,595 $ 100,090 Short-term borrowings 1,923 4,320 Accrued interest payable 598 544 Accrued expenses and other liabilities 897 549 Federal Home Loan Bank advances 4,000 - Subordinated convertible capital debentures 3,000 3,000 - ------------------------------------------------------------------------------------------------------------------ Total liabilities 116,013 108,503 - ------------------------------------------------------------------------------------------------------------------ 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, 5,000,000 shares authorized and 907,609 shares issued and outstanding 4,538 4,538 Additional paid-in capital 4,530 4,530 Retained earnings (deficit) 206 (38) - ------------------------------------------------------------------------------------------------------------------ Realized shareholders' equity 9,274 9,030 Accumulated other comprehensive income (loss) 46 (7) - ------------------------------------------------------------------------------------------------------------------ Total shareholders' equity 9,320 9,023 - ------------------------------------------------------------------------------------------------------------------ Total liabilities and shareholders' equity $ 125,333 $ 117,526 ================================================================================================================== See notes to consolidated financial statements. 2 MURFREESBORO BANCORP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (UNAUDITED) (Tabular amounts are in thousands except per share amounts) 2001 2000 Interest income: Interest and fees on loans $ 5,755 $ 4,805 Interest on taxable investment securities 635 1,123 Interest on federal funds sold 185 127 - ------------------------------------------------------------------------------------------------------------------ Total interest income 6,575 6,055 - ------------------------------------------------------------------------------------------------------------------ Interest expense: Interest on negotiable order of withdrawal accounts 112 182 Interest on money market demand accounts 437 364 Interest on savings deposits 8 9 Interest on time deposits less than $100,000 1,902 1,675 Interest on certificates of deposit 1,038 1,115 - ------------------------------------------------------------------------------------------------------------------ Total interest expense on deposits 3,497 3,345 Interest on other borrowings 102 191 Interest on subordinated convertible capital debentures 160 194 - ------------------------------------------------------------------------------------------------------------------ Total interest expense 3,759 3,730 - ------------------------------------------------------------------------------------------------------------------ Net interest income 2,816 2,325 Provision for possible loan losses 90 127 - ------------------------------------------------------------------------------------------------------------------ Net interest income after provision for possible loan losses 2,726 2,198 - ------------------------------------------------------------------------------------------------------------------ Non-interest income: Service charges and insufficient fund charges on deposits 346 234 Other fees and commissions 182 14 Increase in cash surrender value of officers' life insurance 64 59 Income from mortgage loan originations 259 -- Other non-interest income 218 87 - ------------------------------------------------------------------------------------------------------------------ Total non-interest income 1,069 394 - ------------------------------------------------------------------------------------------------------------------ Non-interest expense: Salaries and employee benefits 1,792 1,217 Occupancy expenses, net 196 130 Furniture and equipment expense 222 162 Other non-interest expense 1,227 913 - ------------------------------------------------------------------------------------------------------------------ Total non-interest expense 3,437 2,422 - ------------------------------------------------------------------------------------------------------------------ Income before income taxes 358 170 Income tax expense 114 51 - ------------------------------------------------------------------------------------------------------------------ Net income $ 244 $ 119 ================================================================================================================== Earnings per share: Basic net income $ 0.27 $ 0.13 ================================================================================================================== Diluted net income $ 0.26 $ 0.13 ================================================================================================================== See notes to consolidated financial statements. 3 MURFREESBORO BANCORP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE QUARTERS ENDED SEPTEMBER 30, 2001 AND 2000 (UNAUDITED) (Tabular amounts are in thousands except per share amounts) 2001 2000 Interest income: Interest and fees on loans $ 2,046 $ 1,733 Interest on taxable investment securities 161 366 Interest on federal funds sold 60 77 - ---------------------------------------------------------------------------------------------------- Total interest income 2,267 2,176 - ---------------------------------------------------------------------------------------------------- Interest expense: Interest on negotiable order of withdrawal accounts 32 59 Interest on money market demand accounts 153 128 Interest on savings deposits 3 4 Interest on time deposits less than $100,000 576 624 Interest on time deposits of $100,000 and greater 309 426 - ---------------------------------------------------------------------------------------------------- Total interest expense on deposits 1,073 1,241 Interest on other borrowings 39 68 Interest on subordinated convertible capital debentures 49 67 - ---------------------------------------------------------------------------------------------------- Total interest expense 1,161 1,376 - ---------------------------------------------------------------------------------------------------- Net interest income 1,106 800 Provision for possible loan losses 38 34 - ---------------------------------------------------------------------------------------------------- Net interest income after provision for possible loan losses 1,068 766 - ---------------------------------------------------------------------------------------------------- Non-interest income: Service charges and insufficient fund charges on deposits 114 93 Other fees and commissions 52 4 Increase in cash surrender value of officers' life insurance 22 19 Income from mortgage loan originations 92 -- Other non-interest income 66 35 - ---------------------------------------------------------------------------------------------------- Total non-interest income 346 151 - ---------------------------------------------------------------------------------------------------- Non-interest expense: Salaries and employee benefits 669 422 Occupancy expenses, net 70 54 Furniture and equipment expense 82 65 Other non-interest expense 471 325 - ---------------------------------------------------------------------------------------------------- Total non-interest expense 1,292 866 - ---------------------------------------------------------------------------------------------------- Income before income taxes 122 51 Income tax expense 37 20 - ---------------------------------------------------------------------------------------------------- Net income $ 85 $ 31 ==================================================================================================== Earnings per share: Basic net income $ 0.09 $ 0.03 ==================================================================================================== Diluted net income $ 0.09 $ 0.03 ==================================================================================================== See notes to consolidated financial statements. 4 MURFREESBORO BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (UNAUDITED) (Tabular amounts are in thousands) 2001 2000 Operating activities: Net income $ 244 $ 119 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 182 127 Provision for depreciation, amortization and accretion, net 90 177 Stock dividend on FHLB stock (13) (12) Changes in assets and liabilities: (Increase) decrease in accrued interest receivable 276 (67) Increase in cash surrender value of officers' life insurance (64) (59) Increase in deferred tax asset (4) (98) (Increase) decrease in other assets (576) 22 Increase in accrued interest payable 54 290 Increase (decrease) in accrued expenses and other liabilities 348 (57) - ------------------------------------------------------------------------------------------------------ Net cash provided by operating activities 537 442 - ------------------------------------------------------------------------------------------------------ Investing activities: Purchase of securities available for sale (16,967) (4,474) Maturities and calls of securities available for sale 20,000 4,000 Maturities and calls of securities held to maturity 8,850 -- Increase in loans, net (16,137) (9,663) Additions to premises and equipment (257) (716) Outlays for other assets (75) -- - ------------------------------------------------------------------------------------------------------ Net cash used by investing activities (4,586) (10,853) - ------------------------------------------------------------------------------------------------------ Financing activities: Net increase in deposits 5,505 10,465 Net increase (decrease) in short-term borrowings (2,397) 650 Federal Home Loan Bank advances 4,000 -- - ------------------------------------------------------------------------------------------------------ Net cash provided by financing activities 7,108 11,115 - ------------------------------------------------------------------------------------------------------ Net increase in cash and cash equivalents 3,059 704 Cash and cash equivalents at the beginning of the period 8,524 5,274 - ------------------------------------------------------------------------------------------------------ Cash and cash equivalents at the end of the period $ 11,583 $ 5,978 ====================================================================================================== Supplemental disclosure of cash flow information: Cash paid during the nine months for: Interest $ 3,705 $ 3,440 Income taxes $ 250 $ 150 ====================================================================================================== Non-cash transactions: Change in unrealized gain on securities available for sale, net of taxes, of $55,000 and $42,000, respectively $ 53 $ 55 ====================================================================================================== See notes to consolidated financial statements. 5 MURFREESBORO BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2001 (UNAUDITED) (1) BASIS OF PRESENTATION The unaudited consolidated financial statements include the accounts of Murfreesboro Bancorp, Inc. and its subsidiary, Bank of Murfreesboro. 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 accounting principles generally accepted in the United States 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 September 30, 2001 and December 31, 2000, the results of operations for the quarters and nine months ended September 30, 2001 and 2000, the changes in cash flows for the quarters and nine months ended September 30, 2001 and 2000. All significant intercompany transactions have been eliminated. 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 included in equity along with the related tax effect for the nine months ended September 30, 2001 and 2000, respectively. Tax Net of Pre-Tax Expense Tax Amount (Benefit) Amount -------- -------- -------- (In thousands) Nine months ended September 30, 2001 Net unrealized gain on securities available for sale $ 108 $ 55 $ 53 ---------------------------------------------------------------------------------------- Other comprehensive income $ 108 $ 55 $ 53 ======================================================================================== Nine months ended September 30, 2000 Net unrealized gain on securities available for sale $ 97 $ 42 $ 55 ---------------------------------------------------------------------------------------- Other comprehensive income $ 97 $ 42 $ 55 ======================================================================================== The following table sets forth the amounts of other comprehensive income included in equity along with the related tax effect for the quarters ended September 30, 2001 and 2000, respectively. Tax Net of Pre-Tax Expense Tax Amount (Benefit) Amount -------- -------- ------- (In thousands) Quarter ended September 30, 2001 Net unrealized gain on securities available for sale $ 45 $ 17 $ 28 ---------------------------------------------------------------------------------------- Other comprehensive income $ 45 $ 17 $ 28 ======================================================================================== Quarters ended September 30, 2000 Net unrealized gain on securities available for sale $ 76 $ 26 $ 50 ---------------------------------------------------------------------------------------- Other comprehensive income $ 76 $ 26 $ 50 ======================================================================================== (3) EARNINGS PER SHARE The weighted average number of common shares outstanding during the nine months and quarters ended September 30, 2001 and 2000 was 907,609. The effect of dilutive common stock options was 17,800 shares for the quarters ended September 30, 2001 and 2000. The effect of dilutive common stock options was 17,800 shares for the nine months ended September 30, 2001 and 2000. 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. 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 nine months ended September 30, 2001 was $244,000 and the net income for the nine months ended September 30, 2000 was $119,000. FINANCIAL CONDITION Earning Assets. Average earning assets for the nine months ended September 30, 2001 totaled $106,698,000 which represents 89.8% of average total assets. Earning assets totaled $115,230,000 at September 30, 2001. Average earning assets for the nine months ended September 30, 2000 totaled $98,617,000, which represented 91.4% of average total assets. Earning assets totaled $105,950,000 at September 30, 2000 and $106,537,000 at December 31, 2000. Loan Portfolio. The Company's average loans for the nine months ended September 30, 2001 were $85,569,000 and for the nine months ended September 30, 2000 were $70,431,000. The balance in total loans at September 30, 2001 was $95,021,000, $78,884,000 at December 31, 2000, and $74,859,000 at September 30, 2000. Investment Portfolio. The Company's investment securities portfolio averaged $15,605,000 for the nine months ended September 30, 2001 and $25,447,000 for the nine months ended September 30, 2000. The portfolio totaled $11,305,000 at September 30, 2001, $22,940,000 at December 31, 2000, and $26,831,000 at September 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 amortized cost. At September 30, 2001, there was unrealized gain of $96,000 in the "Available for Sale" portfolio and there was an unrealized loss of $98,000 at September 30, 2000. The average balance of securities "Available for Sale" during the nine months ended September 30, 2001 was $13,623,000 and the balance at September 30, 2001 was $11,305,000. The average balance of securities "Held to Maturity" during the nine months ended September 30, 2001 was $1,982,000 and there were no securities classified as "Held to Maturity" at September 30, 2001. The average balance of securities "Available for Sale" during the nine months ended September 30, 2000 was $16,593,000 and the balance at September 30, 2001 was $17,983,000. The average balance of securities "Available for Sale" during the quarter ended September 30, 2001 was $13,471,000 and $15,717,000 for the quarter ended September 30, 2000. The average balance of securities "Held to Maturity" during the nine months ended September 30, 2000 was $8,854,000 and the balance at September 30, 2000 was $8,848,000. The average balance of securities "Held to Maturity" during the quarter ended September 30, 2001 was $0 and $8,850,000 for the quarter ended September 30, 2000. Deposits. The Company's average deposits were $101,613,000 for the nine months ended September 30, 2001. This included average non-interest-bearing deposits of $7,451,000, average certificates of deposit of $66,699,000, average saving deposits of $819,000 and average interest-bearing transaction accounts of $26,644,000. The Company's average deposits for the nine months ended September 30, 2000 were $90,887,000. This included average non-interest-bearing deposits of $5,751,000, average certificates of deposit of $62,830,000, average savings deposits of $605,000 and average interest-bearing transaction accounts of $26,330,000. Deposits totaled $105,595,000 at September 30, 2001, $100,090,000 at December 31, 2000, and $96,160,000 at September 30, 2000. Long-Term Debt. The Company issued $3,000,000 of floating rate subordinated convertible capital debentures ("debentures) on September 29, 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 began 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%. The minimum rate paid on the debentures is 6.5% Capital Resources. Shareholders' equity totaled $9,320,000 at of September 30, 2001. This included $9,068,000 of common stock and additional paid-in-capital plus retained earnings of $206,000 and other comprehensive income in the form of an unrealized gain on securities available for sale (net of tax) of $46,000. 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 September 30, 2001 and December 31, 2000, the Company had $5,000,000 of federal funds purchase lines available at three correspondent banks. None of these lines were drawn at September 30, 2001. RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 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 nine months ended September 30, 2001 totaled $2,816,000. This was the result of interest income of $6,575,000 and interest expense of $3,759,000. Interest income produced by the loan portfolio totaled $5,755,000, interest income on investment securities totaled $635,000, and interest income on federal funds totaled $185,000. Interest expense included $2,940,000 of interest expense on certificates of deposit, interest expense of $557,000 on interest-bearing transaction accounts, money market demand accounts, and savings accounts and interest expense on other borrowings of $102,000 and interest expense on subordinated convertible capital debentures of $160,000. Net interest income for the nine months ended September 30, 2000 totaled $2,325,000. This was the result of interest income of $6,055,000 and interest expense of $3,730,000. Interest income produced by the loan portfolio totaled $4,805,000, interest income on investment securities totaled $1,123,000 and interest income on federal funds totaled $127,000. Interest expense included $2,790,000 of interest expense on certificates of deposit, interest expense of $555,000 on interest-bearing transaction accounts, money market demand accounts, and savings accounts, interest expense on other borrowings of $191,000 and interest expense on subordinated convertible capital debentures of $194,000. 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 nine months ended September 30, 2001 was 3.53%. The net cost of funds, defined as interest expense divided by average-earning assets, was 4.71% and the yield on earning assets was 8.24% for the nine months ended September 30, 2001. The net interest margin for the nine months ended September 30, 2000 was 3.15%. The net cost of funds for the nine months ended September 30, 2000 was 5.05% and the yield on earning assets was 8.20%. 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 nine months ended September 30, 2001 was 3.27% and for the nine months ended September 30, 2000 was 2.81%. 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. 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 $1,023,000 at September 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, loans past due ninety days or more or foreclosed real estate held for sale at September 30, 2001 or at December 31, 2000. Loans on non-accrual status at September 30, 2001 totaled $251,000 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. Total non-interest income totaled $1,069,000 for the nine months ended September 30, 2001. This included $346,000 from service charges on deposit accounts, other fees of $182,000, $64,000 from the increase in the cash surrender value of officer's life insurance and $218,000 of other non-interest income and $259,000 income from mortgage loan originations. Non-interest income totaled $394,000 for the nine months ended September 30, 2000. This included $234,000 on service charges and insufficient fund charges on deposit accounts, $14,000 of other fees and commissions, $87,000 of other non-interest income, and $59,000 from the increase in the cash surrender value of the officer's life insurance. Non-interest Expenses. Non-interest expense for the nine months ended September 30, 2001 totaled $3,437,000. Salaries and employee benefits for the nine months ended September 30, 2001 totaled $1,792,000. Occupancy expense for the nine months ended September 30, 2001 totaled $196,000 while furniture and equipment expense totaled $222,000. All other non-interest expenses totaled $1,227,000 for the nine months ended September 30, 2001. Other non-interest expenses include supplies and printing, telephone, postage and legal and audit fees. Non-interest expense for the nine months ended September 30, 2000 totaled $2,422,000. Salaries and employee benefits for the nine months ended September 30, 2000 totaled $1,217,000. Occupancy expenses for the nine months ended September 30, 2000 totaled $130,000 while furniture and equipment expenses totaled $162,000. Other non-interest expenses totaled $913,000. Other non-interest expenses include supplies and printing, telephone, postage and legal and audit fees. For the nine months ended September 30, 2001, the Company incurred income tax expenses of $114,000 for an effective tax rate of 31.8%. For the nine months ended September 30, 2000, the Company incurred income tax expenses of $51,000 for an effective tax rate of 30.0%. RESULTS OF OPERATIONS FOR THE QUARTERS ENDED SEPTEMBER 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 September 30, 2001 totaled $1,106,000. This was the result of interest income of $2,267,000 and interest expense of $1,161,000. Interest income produced by the loan portfolio totaled $2,046,000, interest income on investment securities totaled $161,000, and interest income on federal funds totaled $60,000. Interest expense included $885,000 of interest expense on certificates of deposit, interest expense of $188,000 on interest-bearing transaction accounts, savings accounts, and money market accounts, interest expense of $49,000 on subordinated convertible capital debentures and interest expense of $39,000 on other borrowings. Net interest income for the quarter ended September 30, 2000 totaled $800,000. This was the result of interest income of $2,176,000 and interest expense of $1,376,000. Interest income produced by the loan portfolio totaled $1,733,000, interest income on investment securities totaled $366,000 and interest income on federal funds totaled $77,000. Interest expense included $1,050,000 of interest expense on certificates of deposit, interest expense of $191,000 on interest-bearing transaction accounts, money market demand accounts, and savings accounts, interest expense on other borrowings of $68,000 and interest on subordinated convertible capital debentures of $67,000. 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 quarter ended September 30, 2001 was 3.93%. The net cost of funds, defined as interest expense divided by average-earning assets, was 4.12% and the yield on earning assets was 8.05% for the quarter ended September 30, 2001. The net interest margin for the quarter ended September 30, 2000 was 3.12%. The net cost of funds for the quarter ended September 30, 2000 was 5.36% and the yield on earning assets was 8.48%. 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 September 30, 2001 was 3.64% and for the quarter ended September 30, 2000 was 2.80%. 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 officers' 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. Total non-interest income totaled $346,000 for the quarter ended September 30, 2001. This included $114,000 from service charges and insufficient fund charges on deposit accounts, other fees and commissions of $52,000, $22,000 the increase in cash surrender value of officers' life insurance, $66,000 of other non-interest income and $92,000 of income from mortgage loan originations. Non-interest income totaled $151,000 for the quarter ended September 30, 2000. This included $93,000 on service charges and insufficient fund charges on deposit accounts, other fees and commissions of $4,000, $35,000 of other non-interest income, and $19,000 from the increase in the cash surrender value of the officers' life insurance. Non-interest Expenses. Non-interest expense for the quarter ended September 30, 2001 totaled $1,292,000. Salaries and employee benefits for the quarter ended September 30, 2001 totaled $669,000. Occupancy expense for the quarter ended September 30, 2001 totaled $70,000 while furniture and equipment expense totaled $82,000. All other non-interest expenses totaled $471,000 for the quarter ended September 30, 2001. Other non-interest expenses include supplies and printing, telephone, postage and legal and audit fees. Non-interest expense for the quarter ended September 30, 2000 totaled $866,000. Salaries and employee benefits for the quarter ended September 30, 2000 totaled $422,000. Occupancy expenses for the quarter ended September 30, 2000 totaled $54,000 while furniture and equipment expenses totaled $65,000. Other non-interest expenses totaled $325,000. For the quarter ended September 30, 2001, the Company incurred income tax expense of $37,000 for an effective tax rate of 30.3%. For the quarter ended September 30, 2000, the Company incurred income tax expenses of $20,000 for an effective tax rate of 39.2%. RETURN ON EQUITY AND ASSETS Return on assets (annualized net income divided by average total assets) for the nine months ended September 30, 2001 was 0.27%. Return on assets for the nine months ended September 30, 2000 was 0.15%. Return on assets for the quarter ended September 30, 2001 was 0.27% while return on assets for the quarter ended September 30, 2000 was 0.11%. Return on equity (annualized net income divided by average equity) for the nine months ended September 30, 2001 was 3.55%. Return on equity for the nine months ended September 30, 2000 was 1.82%. Return on equity for the quarter ended September 30, 2001 was 3.72% while return on equity for the quarter ended September 30, 2000 was 1.39%. Equity to assets (average equity divided by average total assets) for the nine months ended September 30, 2001 was 7.72%. Equity to assets for the nine months ended September 30, 2000 was 8.14%. Equity to assets for the quarter ended September 30, 2001 was 7.44% while equity to assets for the quarter ended September 30, 2000 was 7.95%. There were no dividends paid during the quarters or nine months ended September 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 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. 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 nine months ended September 30, 2000 and certain other information: Interest Average Average Income/ Yields/ Balance Expense Rates ---------- ---------- -------- ASSETS: (Fully taxable equivalent - dollars in thousands) Interest-earning assets: Loans $ 70,431 $ 4,805 9.11% U.S. Treasury and other U.S. government agencies 25,447 1,123 5.90% States and municipalities -- -- N/A Federal funds sold 2,739 127 6.21% - ----------------------------------------------------------------------------------------------- Total interest-earning assets/interest income 98,617 6,055 8.20% - ----------------------------------------------------------------------------------------------- Cash and due from banks 2,340 Other assets 7,812 Allowance for possible loan losses (874) - ----------------------------------------------------------------------------------------------- Total assets $ 107,895 =============================================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY: Interest-bearing liabilities: Demand deposits and savings accounts $ 22,306 555 3.32% Certificates of deposit 62,830 2,790 5.93% Other borrowings 4,400 191 5.81% Subordinated convertible capital debentures 3,000 194 8.65% - ----------------------------------------------------------------------------------------------- Total interest-bearing liabilities/interest expense 92,536 3,730 5.39% - ----------------------------------------------------------------------------------------------- Non-interest-bearing demand deposits 5,751 Other liabilities 823 Shareholders' equity 8,785 - ----------------------------------------------------------------------------------------------- Total liabilities and shareholders' equity $ 107,895 =============================================================================================== Net interest earnings $ 2,325 =============================================================================================== Net interest income on interest-earning assets 3.15% =============================================================================================== Taxable equivalent adjustment: N/A 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 nine months ended September 30, 2001 and certain other information: Interest Average Average Income/ Yields/ Balance Expense Rates ---------- ---------- ---------- ASSETS: (Fully taxable equivalent - dollars in thousands) Interest-earning assets: Loans $ 85,569 $ 5,755 8.99% U.S. Treasury and other U.S. government agencies 15,605 635 5.44% States and municipalities -- -- N/A Federal funds sold 5,524 185 4.47% Interest bearing deposits with other financial institutions -- -- N/A - ------------------------------------------------------------------------------------------------------------------- Total interest-earning assets/interest income 106,698 6,575 8.24% - ------------------------------------------------------------------------------------------------------------------- Cash and due from banks 4,807 Other assets 8,332 Allowance for possible loan losses (974) - ------------------------------------------------------------------------------------------------------------------- Total assets $ 118,863 =================================================================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY: Interest-bearing liabilities: Demand deposits and savings accounts $ 27,463 557 2.71% Certificates of deposit 66,699 2,940 5.89% Other borrowings 3,968 102 3.45% Subordinated convertible capital debentures 3,000 160 7.11% - ------------------------------------------------------------------------------------------------------------------- Total interest-bearing liabilities/interest expense 101,130 3,759 4.97% - ------------------------------------------------------------------------------------------------------------------- Non-interest-bearing demand deposits 7,451 Other liabilities 1,105 Shareholders' equity 9,177 - ------------------------------------------------------------------------------------------------------------------- Total liabilities and shareholders' equity $ 118,863 =================================================================================================================== Net interest earnings $ 2,816 =================================================================================================================== Net interest income on interest-earning assets 3.53% =================================================================================================================== Taxable equivalent adjustment: N/A 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 nine month ended September 30, 2000 to the nine months ended September 30, 2001 (in thousands). Increase Increase Increase (Decrease) (Decrease) (Decrease) Due to Increase Due to Due to Rate and (Decrease) Rate Volume Volume - ------------------------------------------------------------------------------------------------------- ASSETS Interest-earning assets: Interest bearing deposits with other banks $ -- $ -- $ -- $ -- Federal funds sold 58 (35) 129 (36) Investment securities (488) (88) (434) 34 Loans 950 (68) 1,033 (15) - --------------------------------------------------------------------------------------------------------- Total interest earning assets 520 (191) 728 (17) - --------------------------------------------------------------------------------------------------------- LIABILITIES Interest-bearing liabilities: Demand deposits and savings accounts 2 (102) 128 (24) Certificates of deposits 150 (21) 172 (1) Other borrowings (89) (78) (19) 8 Subordinated convertible capital debentures (34) (34) -- -- - --------------------------------------------------------------------------------------------------------- Total interest bearing liabilities 29 (235) 281 (17) - --------------------------------------------------------------------------------------------------------- Total $ 491 $ 44 $ 447 $ -- ========================================================================================================= 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. 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 September 30, 2000 and certain other information: Interest Average Average Income/ Yields/ Balance Expense Rates - ----------------------------------------------------------------------------------------------------------- ASSETS: (Fully taxable equivalent - dollars in thousands) Interest-earning assets: Loans $ 72,889 $1,733 9.46% U.S. Treasury and other U.S. government agencies 24,567 366 5.93% States and municipalities -- -- N/A Federal funds sold 4,608 77 6.64% - ----------------------------------------------------------------------------------------------------------- Total interest-earning assets/interest income 102,064 2,176 8.48% - ----------------------------------------------------------------------------------------------------------- Cash and due from banks 2,434 Other assets 8,193 Allowance for possible loan losses (908) - ----------------------------------------------------------------------------------------------------------- Total assets $ 111,783 =========================================================================================================== Liabilities and shareholders' equity: Interest-bearing liabilities: Demand deposits and savings accounts $ 22,095 191 3.40% Certificates of deposit 66,623 1,050 6.27% Other borrowings 4,404 68 6.11% Subordinated convertible capital debentures 3,000 67 8.98% - ----------------------------------------------------------------------------------------------------------- Total interest-bearing liabilities/interest expense 96,122 1,376 5.68% - ----------------------------------------------------------------------------------------------------------- Non-interest-bearing demand deposits 5,793 Other liabilities 978 Shareholders' equity 8,890 - ----------------------------------------------------------------------------------------------------------- Total liabilities and shareholders' equity $ 111,783 =========================================================================================================== Net interest earnings $ 800 =========================================================================================================== Net interest income on interest-earning assets 3.12% =========================================================================================================== Taxable equivalent adjustment: N/A 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 September 30, 2001 and certain other information: Interest Average Average Income/ Yields/ Balance Expense Rates - ----------------------------------------------------------------------------------------------------------- ASSETS: (Fully taxable equivalent - dollars in thousands) Interest-earning assets: Loans $ 92,832 $2,046 8.84% U.S. Treasury and other U.S. government agencies 13,471 161 4.79% States and municipalities -- -- N/A Federal funds sold 6,689 60 3.55% - ----------------------------------------------------------------------------------------------------------- Total interest-earning assets/interest income 112,992 2,267 8.05% - ----------------------------------------------------------------------------------------------------------- Cash and due from banks 2,983 Other assets 8,152 Allowance for possible loan losses (1,021) - ----------------------------------------------------------------------------------------------------------- Total assets $ 123,106 =========================================================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY: Interest-bearing liabilities: Demand deposits and savings accounts $ 30,392 188 2.45% Certificates of deposit 66,327 885 5.37% Other borrowings 5,861 39 2.67% Subordinated convertible capital income 3,000 49 6.57% - ----------------------------------------------------------------------------------------------------------- Total interest-bearing liabilities/interest expense 105,580 1,161 4.41% - ----------------------------------------------------------------------------------------------------------- Non-interest-bearing demand deposits 7,712 Other liabilities 637 Shareholders' equity 9,177 - ----------------------------------------------------------------------------------------------------------- Total liabilities and shareholders' equity $ 123,106 =========================================================================================================== Net interest earnings $1,106 =========================================================================================================== Net interest income on interest-earning assets 3.93% =========================================================================================================== Taxable equivalent adjustment: N/A 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 September 30, 2000 to the quarter ended September 30, 2001 (in thousands): Increase Increase Increase (Decrease) (Decrease) (Decrease) Due to Increase Due to Due to Rate and (Decrease) Rate Volume Volume - ------------------------------------------------------------------------------------------------------------------- ASSETS Interest-earning assets: Interest bearing deposits with other banks $ -- $ -- $ -- $ -- Federal funds sold (17) (36) 35 (16) Investment securities (205) (73) (165) 33 Loans 313 (126) 474 (35) - ------------------------------------------------------------------------------------------------------------------- Total interest earning assets 91 (235) 344 (18) - ------------------------------------------------------------------------------------------------------------------- LIABILITIES Interest-bearing liabilities: Demand deposits and savings accounts (3) (54) 72 (21) Certificates of deposits (165) (161) (5) 1 Other borrowings (29) (39) 23 (13) Subordinated convertible capital debentures (18) (18) -- -- - ------------------------------------------------------------------------------------------------------------------- Total interest bearing liabilities (215) (272) 90 (33) - ------------------------------------------------------------------------------------------------------------------- Total $ 306 $ 37 $ 254 $ 15 =================================================================================================================== 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 September 30, 2001 and December 31, 2000 (in thousands): September 30, 2001 December 31, 2000 - ------------------------------------------------------------------------------------------------------------------- Interest-bearing deposits with banks $ -- $ -- Investment securities 11,305 22,940 Federal funds sold 9,198 4,993 Loans: Real estate 68,791 55,425 Commercial and other 25,936 23,179 - ------------------------------------------------------------------------------------------------------------------- Total loans 94,727 78,604 - ------------------------------------------------------------------------------------------------------------------- Interest-earning assets $115,230 $106,537 =================================================================================================================== 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 September 30, 2001, approximately $11,305,000 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 $96,000 of unrealized gain and $12,000 of unrealized loss was included in shareholders' equity related to the available for sale investment securities as of September 30, 2001 and December 31, 2000, respectively. There was $8,849,000 of securities December 31, 2000 classified as held to maturity, respectively. There were no securities classified as "Held to Maturity" at September 30, 2001. At September 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 September 30, 2001 (in thousands): Amortized Estimated Cost Fair Value - --------------------------------------------------------------------------------------------------------------- AVAILABLE FOR SALE: U.S. Treasury $ -- $ -- U.S. Government agencies 10,547 10,643 States and political subdivisions -- -- Other securities -- -- - --------------------------------------------------------------------------------------------------------------- Total available for sale - debt securities 10,547 10,643 - --------------------------------------------------------------------------------------------------------------- Federal Reserve Bank stock 346 346 Federal Home Loan Bank stock 316 316 - --------------------------------------------------------------------------------------------------------------- Total available for sale 11,209 11,305 - --------------------------------------------------------------------------------------------------------------- HELD TO MATURITY: U.S. Treasury -- -- U.S. Government agencies -- -- States and political subdivisions -- -- Other securities -- -- - --------------------------------------------------------------------------------------------------------------- Total held to maturity -- -- - --------------------------------------------------------------------------------------------------------------- Total investment portfolio $ 11,209 $ 11,305 =============================================================================================================== At December 31, 2000, 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 December 31, 2000 (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 debt portfolio at September 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 $ -- $ -- $ -- U.S. Government agencies: Due within 1 year 7,443 7,496 4.49% Due after 1 year but within 5 years 3,104 3,147 4.00% Due after 5 years but within 10 years -- -- N/A Due after 10 years -- -- N/A ------- ------- ----- Total 10,547 10,643 4.35% - ----------------------------------------------------------------------------------------------------------------------- States and political subdivisions -- -- N/A Other -- -- N/A - ----------------------------------------------------------------------------------------------------------------------- Total investments available for sale-debt 10,547 10,643 4.35% - ----------------------------------------------------------------------------------------------------------------------- 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 $10,547 $10,643 4.35% ======================================================================================================================= The following table presents the maturity distribution of the carrying value and estimated fair value of the Company's investment debt 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. LOAN PORTFOLIO The following table sets forth the composition of the Company's loan portfolio at September 30, 2001 (dollars in thousands). Percent of Balance Total Loans - ---------------------------------------------------------------------------------------------------------------- Real estate loans: Construction and land development $ 9,874 10.4% Secured by residential properties 35,712 37.7% Secured by commercial real estate 23,205 24.5% - ---------------------------------------------------------------------------------------------------------------- Total real estate loans 68,791 72.6% - ---------------------------------------------------------------------------------------------------------------- Commercial and industrial loans 8,891 9.4% Other consumer loans 17,045 18.0% - ---------------------------------------------------------------------------------------------------------------- Total loans 94,727 100.0% Unamortized premiums and net deferred loan costs 294 N/A Allowance for possible loan losses (1,023) N/A - ---------------------------------------------------------------------------------------------------------------- Net loans $ 93,998 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 September 30, 2001 (in thousands). Maturity Range ---------------------------------------------------------- One Year One Through Over or Less Five Years Five Years Total - --------------------------------------------------------------------------------------------------------------------- LOAN MATURITY: Real estate construction loans $ 4,223 $ 5,650 $ -- $ 9,873 Real estate mortgage loans 17,032 39,635 2,251 58,918 Commercial and industrial loans 7,083 1,808 -- 8,891 All other loans 3,203 8,504 5,338 17,045 - --------------------------------------------------------------------------------------------------------------------- Total loans $31,541 $55,597 $7,589 $94,727 ===================================================================================================================== LOAN INTEREST RATE SENSITIVITY: Predetermined interest rates $10,212 $20,634 $7,589 $38,435 Floating or adjustable interest rates 21,329 34,963 -- 56,292 - --------------------------------------------------------------------------------------------------------------------- Total $31,541 $55,597 $7,589 $94,727 ===================================================================================================================== 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 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 $1,023,000 as of September 30, 2001 or 1.08% 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 the nine months ended September 30, 2001 was $90,000. Loans totaling $23,000 were charged-off (with recoveries made of $14,000) during the nine months ended September 30, 2001. The provision for possible loan losses charged against earnings during the year ended December 31, 2000 was $139,000. Loans totaling $16,000 were charged-off (with recoveries made of $2,000) during the year ended December 31, 2000. No loans were past due 90 days or more and still accruing interest at September 30, 2001 or December 31, 2000. There were $251,000 of loans classified as non-accrual at September 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 September 30, 2001 or at December 31, 2000. DEPOSITS The Company's primary sources of funds are interest-bearing deposits. The following table sets forth the Company's deposit structure at September 30, 2001 and December 31, 2000 (in thousands): September 30 December 31, 2001 2000 - ---------------------------------------------------------------------------------------------------------------- Non-interest-bearing deposits: Individuals, partnerships and corporations $ 6,450 $ 5,783 U. S. Government and states and political subdivisions -- -- Certified and official checks 423 358 - ---------------------------------------------------------------------------------------------------------------- Total non-interest-bearing deposits 6,873 6,141 - ---------------------------------------------------------------------------------------------------------------- Interest-bearing deposits: Interest-bearing demand accounts 29,002 24,653 Saving accounts 989 768 Certificates of deposit, less than $100,000 43,980 43,729 Certificates of deposit, $100,000 or greater 24,751 24,799 - ---------------------------------------------------------------------------------------------------------------- Total interest-bearing deposits 98,722 93,949 - ---------------------------------------------------------------------------------------------------------------- Total deposits $105,595 $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 nine months ended September 30, 2001 and the year ended December 31, 2000 (dollars in thousands): Nine Months Ended Year Ended September 30, 2001 December 31, 2000 - ------------------------------------------------------------------------------------------------------------------ Non-interest-bearing deposits $ 7,451 N/A $ 5,844 N/A Interest-bearing demand deposits 26,644 2.76% 22,005 3.42% Savings accounts 819 1.26% 621 2.08% Certificates of deposit 66,699 5.89% 64,419 6.08% - ------------------------------------------------------------------------------------------------------------------ Total deposits $101,613 4.98% $92,889 5.38% ================================================================================================================== At September 30, 2001, certificates of deposits greater than $100,000 aggregated approximately $24,751,000. The following table indicates, as of September 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 $7,298 $13,964 $3,489 -- ====================================================================================================================== 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 -- ====================================================================================================================== LONG TERM DEBT The Company has outstanding $3,000,000 of floating rate subordinated convertible capital debentures at September 30, 2001 and December 31, 2000. Such debentures earn interest at prime rate less 0.5% with a minimum rate paid being 6.5%. The debentures convert to one share of common stock for every $12.50 of debentures held. 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 the year ended December 31, 2000 was 77.6% and for the nine months ended September 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 2000, the ratio was modified to reduce Tier 1 Capital by the amount of investments in unconsolidated subsidiaries. The following table gives the various capital ratios and balances at September 30, 2001 and December 31, 2000 (dollars in thousands) for the Company: September 30, 2001 December 31, 2000 - ------------------------------------------------------------------------------------------------------------------ CAPITAL: Tier I capital: Shareholders' equity $ 9,316 $ 9,030 Less investments in unconsolidated subsidiaries -- 13 Less excess tax assets 319 304 - ------------------------------------------------------------------------------------------------------------------ Total Tier I capital 8,997 $ 8,713 - ------------------------------------------------------------------------------------------------------------------ Tier II capital: Qualifying debt 3,000 3,000 Qualifying allowance for loan losses 1,023 942 - ------------------------------------------------------------------------------------------------------------------ Total Tier II capital 4,023 3,942 - ------------------------------------------------------------------------------------------------------------------ Total capital $ 13,020 $ 12,655 ================================================================================================================== Risk-adjusted assets $102,031 $ 86,189 ================================================================================================================== Quarterly average assets $122,687 $112,964 ================================================================================================================== RATIOS: Tier I capital to risk-adjusted assets 8.8% 10.1% Tier II capital to risk-adjusted assets 3.9% 4.6% Total capital to risk-adjusted assets 12.7% 14.7% Leverage-- Tier I capital to quarterly Average assets less disallowed intangibles 7.3% 7.7% The following table gives the various capital ratios and balances at September 30, 2001 and at December 31, 2000 (dollars in thousands) for the Bank: September 30, 2001 December 31, 2000 - ------------------------------------------------------------------------------------------------------------------ CAPITAL: Tier I capital: Shareholders' equity $ 12,050 $ 11,734 Less excess tax assets 319 304 - ------------------------------------------------------------------------------------------------------------------ Total Tier I capital 11,731 11,430 - ------------------------------------------------------------------------------------------------------------------ Tier II capital: Qualifying debt -- -- Qualifying allowance for loan losses 1,023 942 - ------------------------------------------------------------------------------------------------------------------ Total Tier II capital 1,023 942 - ------------------------------------------------------------------------------------------------------------------ Total capital $ 12,754 $ 12,372 ================================================================================================================== Risk-adjusted assets $104,596 $ 86,189 ================================================================================================================== Quarterly average assets $122,687 $112,964 ================================================================================================================== RATIOS: Tier I capital to risk-adjusted assets 11.2% 13.3% Tier II capital to risk-adjusted assets 1.0% 1.1% Total capital to risk-adjusted assets 12.2% 14.4% Leverage-- Tier I capital to quarterly Average assets less disallowed intangibles 9.6% 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 September 30, 2001 and December 31, 2000, the Company exceeded the regulatory minimums and qualified as a well-capitalized institution under the regulations. OTHER BORROWINGS: Other borrowings at September 30, 2001 and December 31, 2000 is comprised of the following: September 30, Dec. 31, 2001 2000 - --------------------------------------------------------------------------------------------------------------- Federal Home Loan Bank borrowings $ 4,000 $ -- Securities sold under agreement to repurchase 1,923 4,320 - --------------------------------------------------------------------------------------------------------------- Total $ 5,923 $ 4,320 =============================================================================================================== Detail of securities sold under repurchase agreements: Securities underlying the repurchase agreements - obligations of U.S. Government agencies and corporations with amortized cost of approximately $2,731,000 and $6,299,000 at September 30, 2001 and December 31, 2000, respectively, and estimated fair values of $2,750,000 and 6,285,000 at September 30, 2001 and December 31, 2000, respectively $ 5,539 $ 4,320 ========================================================================================================== The Company pays interest on these repurchase agreements at approximately 1.00% below the federal funds rate. These repurchase agreements have maturities of one day. Securities sold under agreement to repurchase averaged approximately $4,400,000 during the nine months ended September 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 Company pays interest of London Interbank Offering Rate (LIBOR) plus ten basis points on the $4,000,000 of Federal Home Loan Bank borrowings. The rate reprices quarterly and matures in June 2003. The Bank can pay any or all of the amount borrowed 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 sixty at September 30, 2001. The Company anticipates increasing the number of employees during 2001 to approximately sixty-two 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. 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 None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Charter -- incorporated by reference to Form 10SB filed April 30, 1998 By Laws -- incorporated by reference to Form 10SB filed April 30, 1998 Instruments referring to Rights of Security Holders including Debentures -- incorporated by reference to Form 10SB filed April 30, 1998 and Form 8A filed May 2, 2000 Material Contracts -- Incorporated by reference to Form 10SB filed April 30, 1998 and Form 10-KSB filed March 31, 1999 Statement re: Computation of per share earnings -- Incorporated by reference to note 1 of the consolidated financial statements as of December 31, 2001 in Form 10-KSB filed April 2, 2001 (b) No reports on Form 8-K have been filed during the quarter for which this report is filed 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 November 12, 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.