UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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: 33-58832 FIRST CENTRAL BANCSHARES, INC. (Exact name of small business issue as specified in its charter) Tennessee (State or other jurisdiction of incorporation or organization) 725 Highway 321 North, Lenoir City, Tennessee (Address of principal executive office) 62-1482501 (I.R.S. Employer Identification No.) 37771-0230 (Zip Code) Registrant's telephone number, including area code: (865) 986-1300 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock (par value $5.00 per share) Indicate by 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 by mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or (15d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [x] No [ ] The number of outstanding shares of the registrant's Common Stock, par value $5.00 per share, was 564,361 on July 31, 2001. Page 1 FORM 10-QSB Index Page Number PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets as of June 30, 2001(Unaudited) and December 31, 2000...............3 Condensed Consolidated Statements of Income for the the three months and six months ended June 30, 2001 and 2000(Unaudited)..........................................4 Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2001 and 2000(Unaudited)...........5 Condensed Consolidated Statements of Comprehensive Income for the three months and six months ended June 30, 2001 and 2000(Unaudited)..........................................6 Notes to Condensed Consolidated Financial Statements for the six month periods ended June 30, 2001 and 2000(Unaudited)........................................7-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.............9-14 PART II. OTHER INFORMATION Item 1. Legal Proceedings...........................................14 Item 2. Changes in Securities.......................................14 Item 3. Defaults upon Senior Securities.............................14 Item 4. Submission of Matters to a Vote of Securities Holders....................................14-15 Item 5. Other Information...........................................15 Item 6. Exhibits and Reports on Form 8-K............................15 Signatures....................................................................16 Page 2 PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY Condensed Consolidated Balance Sheets (In Thousands) (Unaudited) June 30, December 31, 2001 2000 ------ ------ - -ASSETS- Cash and Due from Banks $ 4,854 $ 5,409 Federal Funds Sold 12,821 5,360 -------- ------- Total Cash and Cash Equivalents 17,675 10,769 Investment Securities Available for Sale 28,566 33,614 Loans, Net 83,812 76,070 Premises and Equipment (Net) 4,612 4,769 Accrued Interest Receivable 903 1,038 Other Assets 173 320 -------- ----- TOTAL ASSETS $135,741 $126,580 ========= ========= - -LIABILITIES AND STOCKHOLDERS' EQUITY- Liabilities: Deposits Non-Interest Bearing $ 20,368 $ 18,541 Interest Bearing 102,978 96,518 --------- -------- Total Deposits 123,346 115,059 Securities Sold Under Agreement to Repurchase 209 258 Accrued Interest Payable 510 529 Other Liabilities 159 185 ----- ----- Total Liabilities 124,224 116,031 --------- --------- Stockholders' Equity: Common Stock - Par Value $5.00, Authorized 2,000,000 Shares; Issued 564,361 Shares 2,822 2,822 Additional Paid-In Capital 5,430 5,430 Treasury Stock -0- (130) Retained Earnings 3,128 2,608 Accumulated Other Comprehensive Income (Loss) 137 (181) ------- ------ Total Stockholders' Equity 11,517 10,549 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $135,741 $126,580 ========= ========= See accompanying notes to financial statements. Page 3 FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY Condensed Consolidated Statements of Income (Unaudited) (In Thousands Except per Share Information) ------------------------------------------------------- Three Months Ended Six Months Ended June 30, June 30, ------------------- ----------------- 2001 2000 2001 2000 ------ ------ ------ ------ INTEREST INCOME Loans $1,885 $1,710 $3,715 $3,347 Investment Securities 488 555 1,018 1,086 Federal Funds Sold 104 4 213 34 ---- --- ---- ---- Total Interest Income 2,477 2,269 4,946 4,467 ------ ------ ------ ------ INTEREST EXPENSE Deposits 1,239 1,017 2,506 2,123 Securities Sold Under Agreements to Repurchase 4 4 13 24 Federal Funds Purchased -0- 21 -0- 22 ---- --- ---- --- Total Interest Expense 1,243 1,042 2,519 2,169 ------ ------ ------ ------ Net Interest Income 1,234 1,227 2,427 2,298 PROVISION FOR LOAN LOSSES 66 144 117 154 --- ---- ---- ---- Net Interest Income After Provision for Loan Losses 1,168 1,083 2,310 2,144 ------ ------ ------ ------ NONINTEREST INCOME Service Charges on Demand Deposits 275 179 513 330 Loan Fees and Other Service Charges 144 89 247 199 Gain on Sale of Branch 0 430 0 430 Other 2 23 17 44 ----- --- ---- ---- Total Noninterest Income 421 721 777 1,003 ------ ---- ------ ------ NONINTEREST EXPENSE Salaries and Employee Benefits 637 471 1,230 998 Occupancy 105 84 213 185 Data Processing Fees 149 110 259 216 Furniture and Equipment 84 71 175 180 Federal Insurance Premiums 12 12 24 23 Advertising and Promotion 26 30 43 59 Office Supplies and Postage 66 45 131 109 Other 86 76 170 126 ---- --- ----- ---- Total Noninterest Expense 1,165 899 2,245 1,896 ------ ---- ------ ------ INCOME BEFORE INCOME TAX 424 905 842 1,251 INCOME TAXES 161 331 322 459 ---- ---- ---- ---- NET INCOME $ 263 $ 574 $ 520 $ 792 ===== ===== ====== ===== BASIC EARNINGS PER COMMON SHARE $ 0.46 $ 1.04 $ 0.92 $ 1.44 ====== ====== ====== ====== See accompanying notes to financial statements. Page 4 FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY Condensed Consolidated Statements of Cash Flows (Unaudited) (In Thousands) Six Months Ended June 30, ---------------------- 2001 2000 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 520 $ 792 ------ ------ Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Provision for Loan Losses 117 154 Depreciation 145 152 Loss on Sale of Fixed Assets 14 -0- Decrease (Increase) in Interest Receivable 135 (193) Increase (Decrease) in Interest Payable (19) 22 Amortization of Premiums (Discounts) on Investment Securities, Net (25) (10) FHLB Stock Dividends (14) (7) Gain on Sale of Branch -0- (430) Decrease in Other Assets (48) (59) Increase (Decrease) in Other Liabilities (26) 86 ------ ---- Total Adjustments 279 (285) -------- ------ Net Cash Provided by Operating Activities 799 507 ------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds From Maturities, Principal Paydowns and Redemption of Investment Securities Available for Sale 12,541 468 Purchase of Investment Securities Available for Sale (6,941) (4,919) (Increase) in Loans (7,859) (3,811) Purchase of Premises and Equipment (21) (320) Sales of Premises and Equipment 19 1,210 ------- ------- Net Cash Used in Investing Activities (2,261) (7,372) -------- -------- NET CASH FROM FINANCING ACTIVITIES Increase in Deposits 8,287 5,167 Decrease in Securities Sold Under Agreement to Repurchase (49) (2,433) Increase in Federal Funds Purchased -0- 650 Purchase of Common Stock -0- (130) Sale of Treasury Stock 130 -0- ------ ------ Net Cash Provided by Financing Activities 8,368 3,254 ------- ------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 6,906 (3,611) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 10,769 8,501 -------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $17,675 $ 4,890 ======== ======== Supplementary Disclosures of Cash Flow Information: Cash Paid During the Period For: Interest $ 2,538 $ 2,147 Income Taxes $ 360 $ 597 Supplementary Disclosures of Noncash Investing Activities: Change in Unrealized Loss on Investment Securities $ 513 $ 120 Change in Deferred Income Tax Benefit Associated with Unrealized Loss on Investment Securities $ 195 $ 45 Change in Net Unrealized Loss on Investment Securities $ 318 $ 75 Issuance of Common Stock Dividend: Par $ -0- $ 256 Additional Paid-in Capital $ -0- $ 1,073 Reduction in Retained Earnings Due to Issuance of Common Stock $ -0- $ 1,329 See accompanying notes to financial statements. Page 5 FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY Condensed Consolidated Statements of Comprehensive Income (Unaudited) (In Thousands) Three Months Ended Six Months Ended June 30, June 30, ---------------- ---------------- 2001 2000 2001 2000 -------- ------ ------ ------- Net Income $ 263 $ 574 $ 520 $ 792 ------ ------ ------ ------ Other Comprehensive Income (Loss), Net of Tax: Unrealized Gains/Losses on Investment Securities (2) (98) 513 (120) Less Reclassification Adjustment for Gains Included in Net Income -0- -0- -0- -0- Less Income Taxes Related to Unrealized Gains/Losses on Investment Securities 1 37 (195) 45 ------- ------- ------ ------ Other Comprehensive Income (Loss), Net of Tax (1) (61) 318 (75) ------- ------ ------ ------ Comprehensive Income $ 262 $ 513 $ 838 $ 717 ====== ======= ====== ======= See accompanying notes to financial statements. Page 6 FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 2001 and 2000 NOTE 1 - ORGANIZATION AND BUSINESS First Central Bancshares, Inc. (the Company) was incorporated in 1993 for the purpose of becoming a one bank holding company. On April 3, 1993, the Company acquired 100% of First Central Bank (the Bank) through a share exchange agreement approved by the shareholders of the Bank. The investment in the Bank represents virtually all of the assets of First Central Bancshares, Inc. The consolidated financial statements include the accounts of First Central Bancshares, Inc. and its wholly owned subsidiary, First Central Bank. All significant intercompany transactions and balances have been eliminated. The Company's subsidiary, First Central Bank, formed a new subsidiary, FCB Financial Services, Inc. in 2000. This new subsidiary is a financial services company authorized by the State of Tennessee to sell insurance and investments. FCB Financial Services, Inc. has had no activity as of June 30, 2001. NOTE 2 - BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared by the Company. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. In the opinion of the Company's management, the disclosures made are adequate to make the information presented not misleading, and the consolidated financial statements contain all adjustments necessary to present fairly the financial position as of June 30, 2001, results of operations and comprehensive income for the three months and six months ended June 30, 2001 and 2000, and cash flows for the six months ended June 30, 2001 and 2000. The results of operations and comprehensive income for the three months and six months ended June 30, 2001 are not necessarily indicative of the results to be expected for the full year. NOTE 3 - STOCK OPTION PLAN On April 20, 2000, the stockholders of the Company approved a stock option plan which reserves 25,000 shares of the Company's common stock for present and future employees as an incentive for long-term employment. As of June 30, 2001, the plan has not been implemented and no options have been awarded. NOTE 4 - EARNINGS PER SHARE Basic earnings per share is based on the weighted average number of shares outstanding during the period. For the six months ended June 30, 2001 and 2000 the weighted average number of shares was 564,361 and 551,579, respectively. During the period ended June 30, 2001 and 2000 the Company did not have any dilutive securities. Page 7 NOTE 5 - RECENT REGULATORY AND ACCOUNTING PRONOUNCEMENTS In September 2000, the FASB issued Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities. This Statement replaces FASB Statement No. 125, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities. It revises the standards for accounting for securitization and other transfers of financial assets and collateral and requires certain disclosures, but it carries over most of Statement No. 125's provisions. The Statement provides accounting and reporting standards for transfers and servicing of financial assets and extinguishment of liabilities occurring after March 31, 2001. This Statement is effective for recognition and reclassification of collateral and for disclosure related to securitization transactions and collateral for fiscal years ending after December 15, 2000. Since the Bank does not currently engage in securitization and other transfers of financial assets and collateral, this Statement is not expected to affect the financial condition or results of operations at the present time. Page 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. BALANCE SHEET ANALYSIS - COMPARISON AT JUNE 30, 2001 TO DECEMBER 31, 2000 Assets totaled $135.7 million as of June 30, 2001, as compared to $126.6 million as of December 31, 2000, an increase of 7.19%. INVESTMENT SECURITIES Investment securities were $28.6 million or 21.1% of total assets, as of June 30, 2001 a decrease of $5.0 million from $33.6 million as of December 31, 2000. During the six month period there were $12.5 million in calls, maturities, and principal paydowns offset primarily by the purchase of $6.9 million in agency and mortgage-backed securities and an increase in the market value of the investment portfolio of $0.5 million. The investment portfolio is comprised of U.S. Government and federal agency obligations and mortgage-backed securities issued by various federal agencies. Mortgage-backed issues comprised 20.45% of the portfolio as of June 30, 2001 and 11.68% as of December 31, 2000. As of June 30, 2001 and December 31, 2000, the Bank's entire investment portfolio was classified as available for sale and reflected on the consolidated balance sheets at fair value with unrealized gains and losses reported in the consolidated statements of comprehensive income (loss), net of any deferred tax effect. The net unrealized gain on securities available for sale, net of tax was approximately $137,000 as of June 30, 2001, a change of approximately $318,000 from December 31, 2000, a result of considerable improvement in the bond market. The fair value of securities fluctuates with the movement of interest rates. Generally, during periods of decreasing interest rates, the fair values increase whereas the opposite may hold true during a rising interest rate environment. LOANS During the first six months of 2001, total gross loans outstanding increased by approximately $7.6 million to $84.8 million as of June 30, 2001 from $77.2 million as of December 31, 2000 attributable primarily to $16.5 million in originated loans offset by amortization and payoffs of approximately $8.9 million. As of June 30, 2001 and December 31, 2000, net loans outstanding represented 61.7% and 60.1% of total assets, respectively. Table 1 summarizes the Bank's loan portfolio by major category as of June 30, 2001 and December 31, 2000. Table 1 - Loan Portfolio by Category (In Thousands) -------------------------- June 30, December 31, 2001 2000 ------ ------- Loans secured by real estate: Commercial properties $18,720 $ 9,024 Construction and land development 16,089 9,633 Residential and other properties 27,846 22,082 -------- -------- Total loans secured by real estate 62,655 40,739 Commercial and industrial loans 10,681 16,135 Consumer loans 11,135 19,245 Other loans 335 1,050 ----- ------- 84,806 77,169 Less: Allowance for loan losses (782) (739) Unearned interest (184) (342) Unearned loan fees (28) (18) ----- ----- Loans, Net $83,812 $76,070 ======== ======== Page 9 As of June 30, 2001, there were outstanding commitments to advance construction funds and to originate loans in the amount of $5.1 million and commitments to advance existing home equity, letters of credit and other credit lines in the amount of $16.0 million. Loans are carried net of the allowance for loan losses. The allowance is maintained at a level to absorb possible losses within the loan portfolio. As of June 30, 2001 and December 31, 2000, the allowance had a balance of approximately $782,000 and $739,000, respectively. There were approximately $-0- and $11,000 of loans on which the accrual of interest had been discontinued as of June 30, 2001 and December 31, 2000, respectively. There were approximately $887,000 in loans specifically classified as impaired as of June 30, 2001 as defined by SFAS No. 114 compared to $944,000 as of December 31, 2000. Table 2 summarizes the allocation of the loan loss reserve by major categories and Table 3 summarizes the activity in the loan loss reserve for the six month period. Table 2 - Allocation of the Loan Loss Reserve (in Thousands) 6-30-01 % to 12-31-00 % to Balance applicable to: $ Amount Total $ Amount Total -------- ------- -------- ------- Commercial, financial, and agricultural $247 31.59% $152 20.57% Real Estate - Construction 171 21.87% 123 16.64% Real Estate - Mortgages 105 13.42% 205 27.74% Installment - Consumers 230 29.42% 255 34.51% Other 29 3.70% 4 0.54% ---- ------ ---- ------- Total $782 100.00% $739 100.00% ==== ======= ==== ======= Table 3 - Analysis of Loan Loss Reserve (In Thousands) 6-30-01 6-30-00 ------ ------ Balance, beginning of period $739 $618 ---- ---- Charge-offs: Commercial, financial, and agricultural 10 17 Real estate - construction -0- -0- Real estate - mortgage -0- -0- Installment - customers 91 56 Other -0- -0- Recoveries: Commercial, financial, and agricultural -0- 5 Real estate - construction -0- -0- Real estate - mortgages -0- -0- Installment - consumers 27 25 Other -0- 6 --- ---- Net charge-offs 74 37 Additions to loan loss reserve 117 154 ---- ---- Balance, end of period $782 $735 ==== ==== Ratio of net charge-offs to average loans outstanding .09% .05% DEPOSITS Deposits increased by $8.2 million to $123.3 million as of June 30, 2001 from $115.1 million as of December 31, 2000, an increase of 7.12%. Demand deposits, which include regular, money market, NOW and demand deposits, were $53.1 million, or 43.1% of total deposits, at June 30, 2001. Core deposits were 26.5% of total deposits at June 30, 2001. During the six month period, the Bank had increases in the balances in the demand deposit category of $5.4 million to $53.1 million as of June 30, 2001. Term deposit accounts were $70.2 million at Page 10 June 30, 2001, an increase of $2.8 million compared to $67.4 million as of December 31, 2000. Table 4 summarizes the Bank's deposits by major category as of June 30, 2001 and December 31, 2000. Table 4 - Deposits by Category (In Thousands) --------------------------- June 30, December 31, 2001 2000 ------ ------ Demand Deposits: Noninterest-bearing accounts $ 20,368 $ 18,541 NOW and MMDA accounts 26,598 23,768 Savings accounts 6,157 5,374 ------ ------ Total Demand Deposits 53,123 47,683 ------- ------- Term Deposits: Less than $100,000 52,163 49,809 $100,000 or more 18,060 17,567 ------- ------- Total Deposits 70,223 67,376 ------- ------- $123,346 $115,059 ======== ======== CAPITAL During the six month period ended June 30, 2001, stockholders' equity increased by $968,000 to $11.5 million, due to net income for the period of $520,000, the increase in value of securities available for sale of $318,000, and the sale of treasury stock for $130,000. LIQUIDITY AND CAPITAL RESOURCES The Bank's primary sources of liquidity are deposit balances, available-for-sale securities, principal and interest payments on loans and investment securities and FHLB advances. As of June 30, 2001, the Bank held $28.6 million in available-for-sale securities and during the first six months of 2001 the Bank received $12.5 million in proceeds from maturities, redemptions and principal payments on its investment portfolio. Deposits increased by $8.3 million during the same six month period. The Bank is a member of the Federal Home Loan Bank of Cincinnati (FHLB) and is eligible to obtain both short and long term credit advances. Borrowing capacity is limited to the Bank's available qualified collateral which consists primarily of certain 1-4 family residential mortgages and certain investment securities. The Bank had no advances outstanding from the FHLB at June 30, 2001. The Bank can also enter into repurchase agreement transactions should the need for additional liquidity arise. At June 30, 2001, the Bank had $209,000 of repurchase agreements outstanding. As of June 30, 2001, the Bank had capital of $11.5 million, or 8.5% of total assets, as compared to $10.5 million, or 8.3%, at December 31, 2000. Tennessee chartered banks that are insured by the FDIC are subject to minimum capital requirements. Regulatory guidelines define the minimum amount of qualifying capital an institution must maintain as a percentage of risk-weighted assets and total assets. Page 11 Table 5 - Regulatory Capital (Dollars in Thousands) -------------------------------------------- Minimum June 30, December 31, Regulatory 2001 2000 Ratios ------ ------ -------- Tier 1 Capital as a Percentage of Risk-Weighted Assets 12.3% 12.5% 4.00% Total Capital as a Percentage of Risk-Weighted Assets 13.1% 13.3% 8.00% Leverage Ratio 8.5% 8.8% Up to 5.00% Total Risk-Weighted Assets $91,685 $85,943 As of June 30, 2001 and December 31, 2000, the Bank exceeded all of the minimum regulatory capital ratio requirements. RESULTS OF OPERATIONS FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2001 AND 2000 GENERAL The Bank reported net income of $520,000, or $0.92 per share for the six month period ended June 30, 2001 as compared with $792,000 or $1.44 per share for the same period in 2000, a decrease of 34.3%. Net income was higher in 2000 due to the sale of a branch in the second quarter of 2000 for a gain of $430,000. NET INTEREST INCOME Net interest income increased by $129,000 to $2.4 million for the six month period in 2001 from the comparable period in 2000. Contributing to this increase was an increase in average interest earning assets. Average interest earning assets at a yield of 8.24% totaled $121.0 million as of June 30, 2001. In comparison in 2000, average interest earning assets, at a yield of 8.32%, totaled $107.3 million. Interest income increased by $479,000 for the six month period in 2001 compared to the same period in 2000. This improvement is primarily attributable to an increase of approximately $13.6 million, or 12.7%, in the volume of average earning assets during the six month period ended June 30, 2001 compared to the six month period ended June 30, 2000. Interest income on loans increased by $368,000 over the same two periods primarily as a result of an increase of approximately $7.0 million in average loans outstanding. Over the same two periods, interest on investments decreased by $68,000 due to a decrease of approximately $799,000 or 2.5% in the average balance of investments and a decrease in the yield on investments during the six month period. Interest income on Federal Funds Sold increased by $179,000 due to an increase in the average balance outstanding of $7.5 million over the same period in 2000. Total interest expense increased $350,000 for the six month period ended June 30, 2001 compared to the same period in 2000. Interest on deposits increased as a result of an increase of approximately $10.1 million in average deposits over the same period in 2000. The average rate on interest-bearing liabilities increased to 5.08% for the six month period in 2001 from 4.76% in the comparable period of 2000. Page 12 Table 6 - Average Balances, Interest and Average Rates June 30 ------------------------------------------------------------------------ 2001 (in thousands) 2000 ------------------------------------------------------------------------ Average Average Average Average Balance Interest Rate Balance Interest Rate -------- -------- ------ -------- -------- ------ Assets: Federal Funds Sold $ 8,682 $ 213 4.95% $ 1,209 $ 34 5.62% Investments: Securities--Taxable 28,426 962 6.82% 29,757 1,044 7.02% Securities--Non-Taxable 2,932 56 3.85% 2,400 42 3.50% Total Loans, Including Amortized Fees 80,938 3,715 9.26% 73,985 3,347 9.05% -------- ------ ----- -------- ------ ----- Total Interest Earning Assets 120,978 4,946 8.24% 107,351 4,467 8.32% --------- --------- Cash and Due From Banks 4,426 3,910 All Other Assets 5,677 6,960 Loan Loss Reserve/ Unearned Fees (1,030) (1,363) -------- -------- TOTAL ASSETS $130,051 $116,858 ========= ========= Liabilities and Stockholders Equity: Interest Bearing Deposits: Time Deposits $ 69,275 2,081 6.06% $ 57,494 1,596 5.55% Other 30,088 425 2.85% 31,792 527 3.32% Repurchase Agreements 587 13 4.47% 1,142 24 4.20% Federal Funds Purchased -0- -0- N/A 620 22 7.10% ---- ---- ----- ----- ---- ------ Total Interest-Bearing Liabilities 99,950 2,519 5.08% 91,048 2,169 4.76% ------- ------ ----- -------- ------ ----- Net Interest Income $2,427 $2,298 ====== ====== Non-Interest Bearing Deposits 18,499 16,479 Total Cost of Funds 4.29% 4.03% All Other Liabilities 888 593 Stockholders Equity 10,712 9,801 Unrealized Gain/Loss on Securities 2 (1,063) ------- -------- TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $130,051 $116,858 ======== ========= Net Interest Yield 3.16% 3.56% Net Interest Margin 4.05% 4.28% Table 7 - Interest Rate Sensitivity (In Thousands) June 30, 2001 ------------------------------------------------------------- Less One Year Greater Non- Than Through Than Interest 1 Year 5 Years 5 Years Bearing Total -------- -------- ------- --------- ------- Assets: Federal Funds Sold $ 12,821 $ 12,821 Investments 11,367 4,218 12,981 28,566 Loans 64,215 20,419 172 84,806 Non-Interest Earning Assets and Unearned Assets/Loan Loss Reserve 9,548 9,548 -------- -------- ------- ------- -------- 88,403 24,637 13,153 9,548 135,741 -------- -------- ------- ------- -------- Liabilities and Stockholders' Equity: Interest-Bearing Deposits 59,687 43,291 102,978 Non-Interest Bearing Deposits 20,368 20,368 Repurchase Agreements 209 209 Noninterest Bearing Liabilities and Stockholders' Equity 12,186 12,186 -------- -------- ------- ------- -------- Total 59,896 43,291 -0- 32,554 135,741 -------- -------- ---- -------- -------- Interest Rate Sensitivity Gap 28,507 (18,654) 13,153 (23,006) -0- --------- --------- ------- --------- ---- Cumulative Interest Rate Sensitivity Gap $ 28,507 $ 9,853 $23,006 $ -0- $ -0- ========= ======== ======= ====== ===== Page 13 NONINTEREST INCOME Total noninterest income was $777,000 for the six month period ended June 30, 2001 as compared to $1,003,000 for the same period in 2000, a decrease of $226,000. Noninterest income is comprised primarily of customer service fees, loan fees, and other items. The decrease in noninterest income was primarily due to the sale of a branch office in the second quarter of 2000 for a gain of $430,000 offset by an increase in deposit fees in the second quarter of 2001 of $184,000. We restructured our deposit fees and introduced a new overdraft protection checking account during the six month period ended June 30, 2001. NONINTEREST EXPENSE Total noninterest expense was $2,245,000, or 1.73% of average total assets, for the six month period ended June 30, 2001 as compared to $1,896,000, or 1.62%, for the same period in 2000. Both the salaries and employee benefits and occupancy and data processing categories of expenses increased when comparing the two periods. The increase in the percentage of operating expenses primarily resulted from the opening of a new full service branch in Alcoa, Tennessee in August 2000. INCOME TAXES The Bank recognizes income taxes using the Financial Accounting Standards Board Statement No. 109, Accounting for Income Taxes. Under this method, deferred tax assets and liabilities are established for the temporary differences between the accounting basis and the tax basis of the Bank's assets and liabilities at enacted tax rates expected to be in effect when the amounts related to such temporary differences are realized or settled. The Bank's deferred tax asset is reviewed quarterly and adjustments to such asset are recognized as deferred income tax expense or benefit based on management's judgment relating to the realizability of such asset. During the six month period ending June 30, 2001, the Bank recorded $322,000 in tax expense which resulted in an approximate effective rate of 38.2%. Comparably, in 2000, the Bank recorded $459,000 in tax expense, resulting in an approximate effective rate of 36.7%. FIRST CENTRAL BANCSHARES, INC. AND SUBSIDIARY PART II - OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders On April 19, 2001, First Central Bancshares, Inc. held its 2001 Annual Meeting of Stockholders. The following is a brief description of each matter voted upon and the results of the voting. 1. Election of Directors Nominee For Withheld ---------------------- ------- -------- Ed F. Bell 365,737 -0- Gary Kimsey 365,737 -0- Peter G. Stimpson 365,737 -0- James W. Wilburn III 365,737 -0- There were no abstentions or broker non-votes. Page 14 The terms of the Office of Directors Barry Gordon, Robert D. Grimes, Bruce Martin, Benny L. Shubert, and Ted Wampler, Jr. continued after the meeting. 2. The stockholders also approved the appointment of Pugh & Company, P.C. as independent auditors for 2001. 365,199 shares were voted in favor of the appointment, 146 shares were withheld and 392 shares were voted against the appointment. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K None. Page 15 FORM 1O-QSB SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FIRST CENTRAL BANCSHARES, INC. Date: August 9, 2001 By: /s/ Ed F. Bell ----------------------------------------------- Ed F. Bell, Chairman and Chief Executive Officer Date: August 9, 2001 By: /s/ Joseph Hamdi ----------------------------------------------- Joseph Hamdi, President Date: August 9, 2001 By: /s/ Ralph Micalizzi ----------------------------------------------- Ralph Micalizzi, Vice President, Cashier and Controller, First Central Bank Page 16