UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to ___________________ Commission File Number: 33-96358 BOURBON BANCSHARES, INC. (Exact name of registrant as specified in its charter) Kentucky 61-0993464 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) P.O. Box 157, Paris, Kentucky 40362-0157 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (859)987-1795 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 _____ Number of shares of Common Stock outstanding as of April 30, 2001: 2,795,058. BOURBON BANCSHARES, INC. Table of Contents Part I - Financial Information Item 1. Financial Statements 		Consolidated Balance Sheets					 3 		Consolidated Statements of Income and Comprehensive Income						 4 		Consolidated Statements of Changes in 		 Stockholders' Equity						 5 		Consolidated Statements of Cash Flows			 6 		Notes to Consolidated Financial Statements		 7 Item 2. Management's Discussion and Analysis of Financial 		Condition and Results of Operations				 9 Item 3.	Quantitative and Qualitative Disclosures About 		Market Risk								 15 Part II - Other Information							 16 Signatures										 16 Exhibits 11	Earnings Per Share Calculation				 17 Item 1 - Financial Statements BOURBON BANCSHARES, INC. CONSOLIDATED BALANCE SHEETS (unaudited) (thousands) 3/31/01 12/31/00 Assets Cash and due from banks $ 10,978 $ 11,596 Federal funds sold 8,058 3,749 Cash and cash equivalents 19,036 15,345 Investment securities: Available for sale 63,876 52,823 Held to maturity - 15,231 Mortgage loans held for sale 468 868 Loans 270,529 272,277 Allowance for loan losses 3,424 3,388 Net loans 267,105 268,889 Federal Home Loan Bank stock 3,662 3,598 Bank premises and equipment, net 8,758 8,299 Interest receivable 3,942 4,262 Intangible assets 1,660 1,744 Other assets 577 788 Total assets $369,084 $371,847 Liabilities and Stockholders' Equity Deposits Non-interest bearing $ 44,805 $ 48,439 Time deposits, $100,000 and over 41,367 40,306 Other interest bearing 211,409 212,071 Total deposits 297,581 300,816 Securities sold under agreements to repurchase 2,820 8,189 Other borrowed funds 968 1,257 Federal Home Loan Bank advances 26,575 21,644 Interest payable 3,175 3,427 Other liabilities 850 654 Total liabilities 331,969 335,987 Stockholders' equity Common stock 6,629 6,627 Retained earnings 29,845 29,241 Accumulated other comprehensive income 641 (8) Total stockholders' equity 37,115 35,860 Total liabilities & stockholders' equity $369,084 $371,847 BOURBON BANCSHARES, INC. CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME (unaudited) (thousands, except per share amounts) Three Months Ending 3/31/01 3/31/00 INTEREST INCOME: Loans, including fees $ 6,127 $ 5,441 Investment securities 987 1,026 Other 112 67 Total interest income 7,226 6,534 INTEREST EXPENSE: Deposits 3,188 2,626 Other 474 398 Total interest expense 3,662 3,024 Net interest income 3,564 3,510 Loan loss provision 192 188 Net interest income after provision 3,372 3,322 OTHER INCOME: Service charges 820 615 Loan service fee income 68 73 Trust department income 101 159 Investment securities gains, net 18 (1) Gain on sale of mortgage loans 75 - Other 183 139 Total other income 1,265 985 OTHER EXPENSES: Salaries and employee benefits 1,474 1,326 Occupancy expenses 453 393 Amortization of intangibles 104 107 Advertising and marketing 107 91 Taxes other than payroll, property and income 88 84 Other 600 520 Total other expenses 2,826 2,521 Income before taxes 1,811 1,786 Income taxes 530 478 Net income $ 1,281 $ 1,308 Other Comprehensive Income, net of tax: Change in Unrealized Gains on Securities 649 (24) Comprehensive Income $ 1,930 $ 1,284 Earnings per share Basic $ 0.46 $ 0.47 Diluted 0.45 0.46 BOURBON BANCSHARES, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited) (thousands, except number of shares) Accumulated Other Total - ----Common Stock---- Retained Comprehensive Stockholders' Shares Amount Earnings Income Equity Balances, January 1, 2001 2,808,067 $ 6,627 $ 29,241 $ (8) $ 35,860 Common stock issued 10,300 30 - - 30 Common stock purchased (14,541) (28) (256) - (284) Net change in unrealized gain on securities available for sale, net of tax - - - 649 649 Net income - - 1,281 - 1,281 Dividends declared - $.15 per share - - (421) - (421) Balances, March 31, 2001 2,803,826 $ 6,629 $ 29,845 $ 641 $ 37,115 BOURBON BANCSHARES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (thousands) Three Months Ending 3/31/01 3/31/00 Cash Flows From Operating Activities Net Income $ 1,281 $ 1,308 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 242 195 Amortization 104 107 Investment securities accretion, net (19) (21) Provision for loan losses 192 188 Investment securities losses (gains), net (18) 1 Originations of loans held for sale (5,035) (2,934) Proceeds from sale of loans 5,510 2,901 Federal Home Loan Bank Stock Dividends (64) (58) Gain on sale of mortgage loans (75) - Losses, including write-downs, on real Estate acquired through foreclosure, net 4 - Changes in: Interest receivable 320 109 Other assets 211 739 Interest payable (252) 308 Other liabilities (155) (358) Net cash from operating activities 2,246 2,485 Cash Flows From Investing Activities Purchases of securities available for sale (3,255) (6,338) Proceeds from sales of securities available for sale 108 2,000 Proceeds from principal payments, maturities and Calls of securities available for sale 8,338 4,939 Purchases of securities held to maturity - (269) Proceeds from maturities and calls of securities held to maturity - 115 Net change in loans 1,592 (3,412) Purchases of bank premises and equipment, net (701) (80) Net cash from investing activities 6,082 (3,045) Cash Flows From Financing Activities: Net change in deposits (3,235) 4,249 Net change in securities sold under agreements to Repurchase and other borrowings (5,658) (2,651) Advances from Federal Home Loan Bank 5,000 - Payments on Federal Home Loan Bank advances (69) (10,108) Proceeds from issuance of common stock 30 130 Purchase of common stock (284) - Dividends paid (421) (366) Net cash from financing activities (4,637) (8,746) Net change in cash and cash equivalents 3,691 (9,306) Cash and cash equivalents at beginning of period 15,345 20,717 Cash and cash equivalents at end of period $ 19,036 $ 11,411 BOURBON BANCSHARES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. In Management's opinion, the financial information, which is unaudited, reflects all adjustments, (consisting solely of normal recurring adjustments) necessary for a fair presentation of the financial information as of March 31, 2001 and December 31, 2000, and for the three month periods ended March 31, 2001 and March 31, 2000 in conformity with generally accepted accounting principles. These financial statements should be read in conjunction with Bourbon Bancshares, Inc. (Company) Annual Report on Form 10-K. 2. INVESTMENT SECURITIES Period-end securities are as follows: (in thousands) Amortized Unrealized Unrealized Fair Cost Gains Losses Value Available for Sale March 31, 2001 U.S. Treasury $ 11,982 $ 44 $ - $ 12,026 U.S. government agencies 5,999 86 - 6,085 States and political subdivisions 17,980 728 - 18,708 Mortgage-backed 20,177 240 (94) 20,323 Equity securities 2,290 185 (226) 2,249 Other 4,485 - - 4,485 Total 62,913 1,283 (320) 63,876 December 31, 2000 U.S. Treasury 14,970 24 (2) $ 14,992 U.S. government agencies 4,999 40 (11) 5,028 States and political subdivisions 3,272 94 - 3,366 Mortgage-backed 22,876 141 (139) 22,878 Equity securities 2,230 96 (256) 2,070 Other 4,489 - - 4,489 Total 52,836 395 (408) 52,823 Held to Maturity December 31, 2000 States and political subdivisions 15,231 417 (10) 15,638 3. LOANS Loans at period-end are as follows: (in thousands) 3/31/01 12/31/00 Commercial $ 17,761 $ 17,452 Real estate construction 16,388 15,270 Real estate mortgage 160,094 162,306 Agricultural 52,189 52,008 Consumer 24,097 25,241 Total 270,529 272,277 4. Basic earnings per common share is net income divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share includes the dilutive effect of additional potential common shares issuable under stock options. The factors used in the earnings per share computation follow: 			Three Months Ended 			 March 31, 		 2001	 2000 									 (in thousands) Basic Earnings Per Share 	Net Income							$1,281	$1,308 	Weighted average common shares outstanding		 2,803	 2,809 	Basic earnings per share					$ 0.46	$ 0.47 Diluted Earnings Per Share 	Net Income							$1,281	$1,308 	Weighted average common shares outstanding		 2,803	 2,809 	Add dilutive effects of assumed exercise 	 of stock options						 48	 63 	Weighted average common and dilutive 	 Potential common shares outstanding			 2,851	 2,872 	Diluted earnings per share				$ 0.45	$ 0.46 Stock options for 4,600 shares (for the period ended March 31, 2001) and 600 shares (for the period ended March 31, 2000) of common stock were not considered in computing earnings per share because they were antidilutive. 5. Dividends per share paid for the quarter ended March 31, 2001 were $0.15 compared to $0.13 for March 31, 2000. 6. Beginning January 1, 2001, a new accounting standard requires all derivatives to be recorded at fair value. Unless designated as hedges, changes in these fair values will be recorded in the income statement. Fair value changes involving hedges will generally be recorded by offsetting gains and losses on the hedge and on the hedged item, even if the fair value of the hedged item is not otherwise recorded. The Company periodically enters into non-exchange traded mandatory forward sales contracts in conjunction with its mortgage banking operation. These contracts, considered derivatives, typically last 90 days and are used to hedge the risk of interest rate changes between the time of the commitment to make a loan to a borrower at a stated rate and when the loan is sold. The Company did not have any mandatory forward sales contracts at March 31, 2001. As allowed in conjunction with the adoption of this standard, the Company transferred its entire securities held to maturity portfolio to available for sale. As a result of this transfer and the corresponding adjustment to fair value, on January 1, 2001 securities increased $407,000, other assets decreased $138,000, and accumulated other comprehensive income increased $269,000. Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Statements This discussion contains forward-looking statements under the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Words such as "believes," "anticipates," "expects," "intends," "plans," "targeted," and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included herein will prove to be accurate. Factors that could cause actual results to differ from the results discussed in the forward-looking statements include, but are not limited to: economic conditions (both generally and more specifically in the markets, including the tobacco market, in which the Company and its bank operate); competition for the Company's customers from other providers of financial and mortgage services; government legislation and regulation (which changes from time to time and over which the Company has no control); changes in interest rates (both generally and more specifically mortgage interest rates); material unforeseen changes in the liquidity, results of operations, or financial condition of the Company's customers; and other risks detailed in the Company's filings with the Securities and Exchange Commission, all of which are difficult to predict and many of which are beyond the control of the Company. The Company undertakes no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Summary Bourbon Bancshares, Inc. recorded net income of $1.3 million, or $0.46 basic earnings per share and $0.45 diluted earnings per share for the first three months ended March 31, 2001 compared to $1.3 million, or $0.47 basic earnings per share and $0.46 diluted earnings per share for the three month period ending March 31, 2000. Return on average assets was 1.38% for the first three months ended March 31, 2001 compared to 1.53% for the same time period in 2000, a decrease of 10%. Return on average equity was 14.0% and 16.2% for the three months ended March 31, 2001 and 2000, respectively, a decrease of 13%. The decrease in net income is mainly a result of softening loan demand and slight temporary tightening of our net interest margin due to the rapidly falling loan rates. Loans decreased $1.7 million from $272.2 million on December 31, 2000 to $270.5 million on March 31, 2001. This decrease was mainly attributable to a reduction in real estate mortgage loans and consumer loans. Management feels this is temporary and loans are expected to grow in future periods. Total deposits decreased from $300.8 million on December 31, 2000 to $297.6 million on March 31, 2001, a decrease of $3.2 million. The decrease is mainly attributable to non-interest bearing deposits decreasing $3.6 million. The decline in total deposits is expected to be temporary. Net Interest Income Net interest income was $3.6 million for the three months ending March 31, 2001 compared to $3.5 million for the three months ending March 31, 2000, resulting in an increase of $54 thousand or 2%. The interest margin was 4.14% for the first three months of 2001 compared to 4.46% for the same period in 2000, a decrease of 32 basis points. Typically, banks have experienced declining margins over the past year as a result of the general decline in interest rates. The Federal Reserve has dropped the discount rate from 6% at December 31, 2000 to 4.5% at March 31, 2001, and to 4% since then. These decreases have had a short term effect on net interest income, particularly a decrease in loan interest income. However, as our interest rate shock simulation model that follows shows, changes in interest rates have a minor effect on net interest income, and therefore the decline in net interest margin is felt to be temporary. For the first quarter, the yield on assets increased from 8.24% in 2000 to 8.32% in 2001. The cost of liabilities increased from 3.96% in 2000 to 4.43% in 2001. Year to date average loans are up $33.0 million, or 13.9% from March 31, 2000 to March 31, 2001, resulting in an increase in loan interest income of $685 thousand for the first quarter of 2001. Average deposits also increased from March 31, 2000 to March 31, 2001, up $18.6 million, or 6.6%. This increased volume has resulted in an increase in deposit interest expense of $562 thousand for the first quarter of 2001. The banking industry continues to battle competition for deposit dollars, and this trend is expected to continue. Non-Interest Income Non-interest income increased $0.3 million for the three month period ended March 31 from $1.0 million in 2000 to $1.3 million in 2001. An increase of $205 thousand in service charges from the first quarter of 2000 to the comparable 2001 period is mainly attributable to an increase in checking service charges and overdraft charges of $238 thousand. Overdraft income increased principally due to the implementation of a new "Kentucky Courtesy" overdraft program and an increase in overdraft fees in the last quarter of 2000. Investment securities net gains were $19 thousand greater for the first three months of 2001 compared to the same period in 2000. Net gains from sale of securities were mainly attributable to municipal securities being called at premiums before their maturity. The increase in gain on sale of mortgage loans of $75 thousand during the first quarter of 2001 compared to the same 2000 period is attributable to a decrease in rates in 2001 as compared to 2000. The decrease in rates resulted in an increase in loan originations and refinances. Volume of loan sales are inverse to rate changes. Rates have fallen in the first quarter of 2001 and as a result, will favorably impact our loan sales in 2001 compared to 2000. The increase in other income of $44 thousand in the first three months of 2001 as compared to the same time period in 2000 is primarily a result of an increase in debit card income of $18 thousand and an increase in brokerage fee income of $18 thousand. We continue to promote the use of electronic products and the use of our brokerage services, and expect these to be an integral part of our business. Non-Interest Expense The increase of $305 thousand in non-interest expenses from $2.5 million for the three months ended March 31, 2000 to $2.8 million for the same period in 2001 was a result of several factors. Salaries and benefits increased $149 thousand for the first three months of 2001 compared to 2000, an increase of 11%. The increase is due to annual salary increases and increased staffing. Salaries, excluding bonuses and incentives, increased 12% from the first quarter of 2000 to the first quarter of 2001. Employee benefits increased $6 thousand during these comparable periods. Occupancy expense increased $60 thousand to $453 thousand for the first three months of 2001 compared to first three months of 2000. Depreciation increased $47 thousand during these comparable periods. Renovation of existing facilities and the purchase of hardware and software for recent technological advances have added to the depreciation expense. Currently, the construction a new full service facility in Cynthiana is under way and is expected to be complete toward the end of the third quarter of 2001. These increases are a result on the Company's continued emphasis on improving and maintaining its facilities, and to stay current with our technology. Advertising and marketing costs increased $16 thousand to $107 thousand for the first three months of 2001 as compared to the same period in 2000. Continued efforts have been made by the Company to promote the name and the products of Kentucky Bank using various forms of promotional materials and selected types of media, including television. Other expenses for the first three months of 2001 compared to 2000 increased $80 thousand to $600 thousand. Internet banking and debit card expenses increased $43 thousand and losses on checking account overdrafts increased $11 thousand from 2000 to 2001. Outside of these changes, the other changes are primarily the result of the growth of the Bank and the general increase in the cost of doing business. Income Taxes The tax equivalent rate for the three months ended March 31 was 29% for 2001 and 27% for 2000. The increase in the tax equivalent rate is mainly attributable to a non-recurring tax benefit in 2000. These rates are less than the statutory rate as a result of the tax-free securities and loans held by the Company. Stock Repurchase Program On October 25, 2000, the Company announced that its Board of Directors approved a stock repurchase program. The Company is authorized to purchase up to 100,000 shares of its outstanding common stock. Shares will be purchased from time to time in the open market depending on market prices and other considerations. Through March 31, 2001, 19,023 shares have been purchased. Liquidity and Funding Liquidity risk is the possibility that the Company may not be able to meet its cash requirements. Management of liquidity risk includes maintenance of adequate cash and sources of cash to fund operations and meeting the needs of borrowers, depositors and creditors. Excess liquidity has a negative impact on earnings as a result of the lower yields on short-term assets. Cash and cash equivalents were $19.0 million as of March 31, 2001 compared to $15.3 million at December 31, 2000. In addition to cash and cash equivalents, the securities portfolio provides an important source of liquidity. Total investment securities available for sale totaled $63.9 million at March 31, 2001. The available for sale securities are available to meet liquidity needs on a continuing basis. The Company maintains a relatively stable base of customer deposits and its steady growth is expected to be adequate to meet its funding demands. In addition, management believes the majority of its $100,000 or more certificates of deposit are no more volatile than its core deposits. Generally, the Company relies upon net cash inflows from financing activities, supplemented by net cash inflows from operating activities, to provide cash used in its investing activities. As is typical of many financial institutions, significant financing activities include deposit gathering, and the use of short-term borrowings, such as federal funds purchased and securities sold under repurchase agreements along with long-term debt. The Company's primary investing activities include purchasing investment securities and loan originations. Management believes there is sufficient cash flow from operations to meet investing and liquidity needs related to reasonable borrower, depositor and creditor needs in the present economic environment. Management is aware of the potential problem of funding sustained loan growth. Therefore, in addition to deposits, other sources of funds, such as FHLB Advances may be used. The Company relies on FHLB advances for both liquidity and asset/liability management purposes. These advances are used primarily to fund long-term fixed rate residential mortgage loans. As of March 31, 2001, we have sufficient collateral to borrow an additional $22 million from the FHLB. In addition, as of March 31, 2001, over $53 million is available in overnight borrowing through various correspondent banks. In light of this, management believes there is sufficient liquidity to meet all reasonable borrower, depositor and creditor needs in the present economic environment. Non-Performing Assets As of March 31, 2001, the Company's non-performing assets totaled $1.2 million or 0.4% of loans compared to $1.8 million or 0.7% of loans at March 31, 2000. The decrease in accruing loans which are past due 90 days or more is due principally to one line of credit totaling $788 thousand in 2000. (See table below) Real estate loans composed 62% and 97% of the non-performing loans as of March 31, 2001 and 2000, respectively. Forgone interest income on the non-accrual loans for both 2001 and 2000 is immaterial. Nonperforming Assets March 31 (in thousands) 2001 2000 Non-accrual Loans $ 350 $ 168 Accruing Loans which are Contractually past due 90 days or more 713 1,504 Restructured Loans 130 130 Total Nonperforming and Restructured 1,193 1,802 Other Real Estate 231 117 Total Nonperforming and Restructured Loans and Other Real Estate $ 1,424 $ 1,919 Nonperforming and Restructured Loans as a Percentage of Loans 0.44% 0.74% Nonperforming and Restructured Loans and Other Real Estate as a Percentage of Total Assets 0.39% 0.56% Provision and Reserve for Possible Loan Losses The first quarter 2001 provision for loan losses of $192 thousand is higher than the comparable 2000 period by $4 thousand. Loan growth and increase in charge-offs has required management to increase the provision in order to maintain a reserve for loan losses that is representative of the risk of loss based on the quality of loans currently in the portfolio. As depicted in the table below, the loan loss reserve to total loans was 1.27% on March 31, 2001 and 1.35% on March 31, 2000. Net charge-offs for the three month period ending March 31, 2001 were $156 thousand compared to $24 thousand for the same period in 2000. The increase is mainly attributable to several small consumer loans. Future levels of charge-offs will be determined by the economic environment surrounding individual loans. Management feels the current loan loss reserve is sufficient to meet expected loan losses. Loan Losses Three Months Ended March 31 (in thousands) 2001 2000 Balance at Beginning of Period $ 3,388 $ 3,104 Amounts Charged-off: Commercial 3 - Real Estate Mortgage 3 - Consumer 168 50 Total Charged-off Loans 174 50 Recoveries on Amounts Previously Charged-off: Commercial 1 1 Real Estate Mortgage 1 - Consumer 16 25 Total Recoveries 18 26 Net Charge-offs 156 24 Provision for Loan Losses 192 188 Balance at End of Period 3,424 3,268 Loans Average 271,665 238,644 At March 31 270,529 241,996 As a Percentage of Average Loans: Net Charge-offs 0.06% 0.01% Provision for Loan Losses 0.07% 0.08% Allowance as a Percentage of Period-end Loans 1.27% 1.35% Allowance as a Multiple of Net Charge-offs 21.9 136.2 Allowance as a Percentage of Non-performing and Restructured Loans 2.87 1.81 Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Asset/Liability management control is designed to ensure safety and soundness, maintain liquidity and regulatory capital standards, and achieve acceptable net interest income. Management considers interest rate risk to be the most significant market risk. The Company's exposure to market risk is reviewed on a regular basis by the Asset/Liability Committee. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximize income. Management realizes certain risks are inherent and that the goal is to identify and minimize the risks. The primary tool used by management is an interest rate shock simulation model. The Bank has no market risk sensitive instruments held for trading purposes. The following table depicts the change in net interest income resulting from 100 and 300 basis point changes in rates. The projections are based on balance sheet growth assumptions and repricing opportunities for new, maturing and adjustable rate amounts. In addition, the projected percentage changes from level rates are outlined below within the Board of Directors specified limits. As of March 31, 2001 the projected percentage changes are within the Board approved limits and the Company's interest rate risk is also within Board approved limits. The projected net interest income report summarizing the Company's interest rate sensitivity as of March 31, 2001 is as follows: (in thousands) PROJECTED NET INTEREST INCOME Level Rate Change: - - 300 - - 100 Rates + 100 + 300 Year One (4/1/01 - 3/31/02) Interest Income $24,623 $26,946 $28,113 $29,280 $31,613 Interest Expense 9,926 12,176 13,300 14,425 16,675 Net Interest Income 14,697 14,770 14,813 14,855 14,938 PROJECTED DOLLAR INCREASE (DECREASE) FROM "LEVEL RATES" Year One (4/1/01 - 3/31/02) Interest Income $(3,490) $(1,167) N/A $ 1,167 $ 3,500 Interest Expense (3,375) (1,125) N/A 1,125 3,375 Net Interest Income (115) (42) N/A 42 125 PROJECTED PERCENTAGE INCREASE (DECREASE) FROM "LEVEL RATES" Year One (4/1/01 - 3/31/02) Interest Income - -12.4% - -4.1% N/A 4.1% 12.4% Interest Expense - -25.4% - -8.5% N/A 8.5% 25.4% Net Interest Income - -0.8% - -0.3% N/A 0.3% 0.8% Board approved limit >-10.0% >-4.0% N/A >-4.0% >-10.0% These numbers are comparable to 2000. In 2001, year one reflected a decline in net interest income of 0.8% with a 300 basis point decline compared to the 1.7% decline in 2000. The 300 basis point increase in rates reflected a 0.7% increase in net interest income in 2001 compared to 1.8% in 2000. Percentage changes in 2001 are less when compared to 2000. Therefore, changes in interest rates should have a smaller affect on net interest income. Part II - Other Information Item 1. Legal Proceedings 	The Company is not a party to any material legal proceedings. Item 2. Changes in Securities 	None Item 3. Defaults upon Senior Securities 	None Item 4. Submission of Matters to a Vote of Security Holders 	None Item 5. Other Information 	None Item 6. Exhibits and Reports on Form 8-K 1. Exhibits as required by Item 601 of Regulation S-K. 11 Earnings Per Share Calculation 2.	No reports on Form 8-K have been filed during the quarter for which this report is filed. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused the report to be signed on its behalf by the undersigned, thereunto duly authorized. 					Bourbon Bancshares, Inc. Date ___5/14/01_________	__/s/Buckner Woodford____________ 					Buckner Woodford, President and C.E.O. Date ___5/14/01_________	__/s/Gregory J. Dawson___________ 					Gregory J. Dawson, Chief Financial Officer Exhibit 11 Earnings Per Share See Note 4 in Notes to Consolidated Financial Statements for computation of per share earnings. 17