UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- -------------------------------------------------------------------------------
Form 10-Q
X Quarterly Report Under Section 13 or 15(d) of the Securities
--------- Exchange Act of 1934
For the quarterly period ended September 30, 2001
Transition Report Under Section 13 or 15(d) of the Exchange
--------- Act
- -------------------------------------------------------------------------------
EAGLE FINANCIAL SERVICES, INC
(Exact name of registrant as specified in its charter)
Virginia 54-1601306
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Post Office Box 391
Berryville, Virginia 22611
(Address of principal executive offices) (Zip Code)
(540) 955-2510
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all documents and
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 [ ]
The number of shares of the Registrant's Common Stock ($2.50 par value)
outstanding as of November 8, 2001 was 1,454,761 .
1
EAGLE FINANCIAL SERVICES, INC.
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) ............................ 3
Consolidated Balance Sheets as of
September 30, 2001 and December 31, 2000 ................ 3
Consolidated Statements of Income for the Three
and Nine Months Ended September 30, 2001 and 2000 ........ 4
Consolidated Statements of Shareholders' Equity for the Nine
Months Ended September 30, 2001 and 2000 ....... 5
Consolidated Statements of Cash Flows for
the Nine Months Ended September 30, 2001 and 2000 ....... 6
Notes to Consolidated Financial Statements .............. 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ............... 8
Item 3. Quantitative and Qualitative Disclosures
about Market Risk ........................................... 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ...........................................10
Item 2. Changes in Securities .......................................10
Item 3. Defaults Upon Senior Securities .............................10
Item 4. Submission of Matters to a Vote of Security Holders .........10
Item 5. Other Information ...........................................10
Item 6. Exhibits and reports on Form 8-K ............................11
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Eagle Financial Services, Inc. and Subsidiary
Consolidated Balance Sheets
As of September 30, 2001 and December 31, 2000
Sep 30, 2001 Dec 31, 2000
--------------- ---------------
Assets
Cash and due from banks $ 8,290,095 $ 5,623,765
Federal funds sold 0 2,881,000
Securities available for sale,
at fair value 16,177,387 11,622,805
Securities held to maturity
(fair value: 2001,$21,676,291;
2000,$26,075,829) 21,208,440 26,295,851
Loans, net allowance for loan losses
of $1,595,965 in 2001 and
$1,340,086 in 2000 166,728,627 140,709,430
Bank premises and equipment, net 5,206,891 4,909,252
Other assets 4,393,049 4,091,185
--------------- ---------------
Total assets $ 222,004,489 $ 196,133,288
=============== ===============
Liabilities and Shareholders' Equity
Liabilities
Deposits:
Noninterest bearing demand deposits $ 34,164,533 $ 28,189,351
Interest bearing demand deposits,
money market and savings accounts 65,826,664 56,699,785
Time deposits 79,312,488 83,167,640
--------------- ---------------
Total deposits $ 179,303,685 $ 168,056,776
Federal funds purchased and securities
sold under agreements to repurchase 10,642,715 2,782,666
Federal Home Loan Bank advances 10,000,000 5,000,000
Other liabilities 1,093,685 1,028,360
Commitments and contingent liabilities 0 0
--------------- ---------------
Total liabilities $ 201,040,085 $ 176,867,802
--------------- ---------------
Shareholders' Equity
Preferred Stock, $10 par value;
500,000 shares authorized
and unissued $ 0 $ 0
Common Stock, $2.50 par value;
authorized 5,000,000 shares;
issued 2001, 1,454,763; issued
2000, 1,445,431 shares 3,636,907 3,613,578
Surplus 3,063,345 2,873,924
Retained Earnings 13,924,488 12,760,698
Accumulated other comprehensive income 339,664 17,286
--------------- ---------------
Total shareholders' equity $ 20,964,404 $ 19,265,486
--------------- ---------------
Total liabilities and
shareholders' equity $ 222,004,489 $ 196,133,288
=============== ===============
3
Eagle Financial Services, Inc. and Subsidiary
Consolidated Statements of Income
For the Periods Ended September 30, 2001 and 2000
Three Months Ended Nine Months Ended
September 30 September 30
2001 2000 2001 2000
--------------- --------------- --------------- ---------------
Interest Income
Interest and fees on loans $ 3,185,509 2,901,450 $ 9,154,592 $ 8,102,528
Interest on federal funds sold 636 7,872 9,891 12,223
Interest on securities held to maturity:
Taxable interest income 189,814 266,267 672,405 825,801
Interest income exempt from
federal income taxes 97,372 102,361 297,960 314,374
Interest and dividends on securities
available for sale:
Taxable interest income 201,576 136,813 528,244 378,389
Interest income exempt from
federal income taxes 18,377 18,378 55,132 51,033
Dividends 34,981 37,946 106,000 100,355
Interest on deposits in banks 362 253 1,282 1,751
--------------- --------------- --------------- ---------------
Total interest income $ 3,728,627 $ 3,471,340 $ 10,825,506 $ 9,786,454
--------------- --------------- --------------- ---------------
Interest Expense
Interest on deposits $ 1,350,437 $ 1,437,355 $ 4,252,084 $ 3,884,128
Interest on federal funds purchased and
securities sold under agreements
to repurchase 79,794 44,119 201,672 217,970
Interest on Federal Home Loan
Bank advances 74,101 63,122 198,287 188,004
--------------- --------------- --------------- ---------------
Total interest expense $ 1,504,332 $ 1,544,596 $ 4,652,043 $ 4,290,102
--------------- --------------- --------------- ---------------
Net interest income $ 2,224,295 $ 1,926,744 $ 6,173,463 $ 5,496,352
Provision For Loan Losses 270,000 90,000 505,000 $ 260,000
--------------- --------------- --------------- ---------------
Net interest income after
provision for loan losses $ 1,954,295 $ 1,836,744 $ 5,668,463 $ 5,236,352
--------------- --------------- --------------- ---------------
Other Income
Trust Department income $ 131,360 $ 85,595 $ 409,982 $ 250,961
Service charges on deposits 228,931 185,025 664,925 549,277
Other service charges and fees 371,476 259,241 963,555 757,817
Securities gains 29,224 0 84,614 0
Other operating income 42,799 28,653 69,025 75,843
--------------- --------------- --------------- ---------------
$ 803,790 $ 558,514 $ 2,192,101 $ 1,633,898
--------------- --------------- --------------- ---------------
Other Expenses
Salaries and wages $ 828,170 $ 727,565 $ 2,427,669 $ 2,137,122
Pension and other employee benefits 222,379 187,866 627,773 519,178
Occupancy expenses 105,477 124,272 326,514 370,187
Equipment expenses 165,375 181,079 501,433 475,424
Stationary and supplies 37,022 74,069 145,847 155,833
Credit card expense 61,780 52,467 164,576 147,711
ATM network fees 42,094 35,424 118,159 101,188
Postage 33,063 31,164 102,862 109,123
Other operating expenses 366,687 300,831 1,039,397 855,023
--------------- --------------- --------------- ---------------
$ 1,862,047 $ 1,714,737 $ 5,454,230 $ 4,870,789
--------------- --------------- --------------- ---------------
Income before income taxes $ 896,038 $ 680,521 $ 2,406,334 $ 1,999,461
Income Tax Expense 251,424 177,127 663,278 490,587
--------------- --------------- --------------- ---------------
Net Income $ 644,614 $ 503,394 $ 1,743,056 $ 1,508,874
=============== =============== =============== ===============
Net income per common share,
basic and diluted $ 0.44 $ 0.35 $ 1.20 $ 1.05
=============== =============== =============== ===============
4
Eagle Financial Services, Inc. and Subsidiary
Consolidated Statements of Shareholders' Equity
For the Nine Months Ended September 30, 2001 and 2000
Accumulated
Other
Common Retained Comprehensive Comprehensive
Stock Surplus Earnings Income (Loss) Income Total
------------- ------------- ------------- ------------- ------------- -------------
Balance, December 31, 1999 $ 3,581,992 $ 2,602,005 $ 11,407,018 $ (130,167) $ 17,460,848
Comprehensive income:
Net income 1,508,874 $ 1,508,874 1,508,874
Other comprehensive income:
Unrealized gain on
securities available for
sale, net of deferred
income taxes of $13,776 26,740 26,740 26,740
-------------
Total comprehensive income $ 1,535,614
=============
Issuance of common stock, employee
benefit plan (2,100 shares) 5,250 34,832 40,082
Issuance of common stock, dividend
investment plan (7,207 shares) 18,018 168,061 186,079
Dividends declared ($0.34 per share) (488,095) (488,095)
Fractional shares purchased (15) (148) (163)
------------- ------------- ------------- ------------- -------------
Balance, September 30. 2000 $ 3,605,245 $ 2,804,750 $ 12,427,797 $ (103,427) $ 18,734,365
============= ============= ============= ============= =============
Balance, December 31, 2000 $ 3,613,578 $ 2,873,924 $ 12,760,698 $ 17,286 $ 19,265,486
Comprehensive income:
Net income 1,743,056 $ 1,743,056 1,743,056
Other comprehensive income:
Unrealized gain on
securities available for
sale, net of deferred
income taxes of $166,073 322,378 322,378 322,378
-------------
Total comprehensive income $ 2,065,434
=============
Issuance of common stock, dividend
investment plan (9,337 shares) 23,342 189,540 212,882
Dividends declared ($0.40 per share) (579,266) (579,266)
Fractional shares purchased (13) (119) (132)
------------- ------------- ------------- ------------- -------------
Balance, September 30, 2001 $ 3,636,907 $ 3,063,345 $ 13,924,488 $ 339,664 $ 20,964,404
============= ============= ============= ============= =============
5
Eagle Financial Services, Inc. and Subsidiary
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2001 and 2000
Nine Months Ended
September 30
2001 2000
------------- -------------
Cash Flows from Operating Activities
Net income $ 1,743,056 $ 1,508,874
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 413,150 443,683
Amortization of intangible assets 33,788 33,788
(Gain) loss on equity investment 9,732 (9,402)
Provision for loan losses 505,000 260,000
Loss on sale of other real estate owned 0 1,184
(Gain) on sale of securities (84,614) 0
Premium amortization on securities, net 49,889 46,532
Changes in assets and liabilities:
(Increase) in other assets (243,979) (594,595)
Increase (decrease) in other liabilities (107,332) 148,399
------------- -------------
Net cash provided by operating activities $ 2,318,690 $ 1,838,463
------------- -------------
Cash Flows from Investing Activities
Proceeds from maturities and principal
payments on securities held to maturity $ 5,049,966 $ 2,894,917
Proceeds from maturities and principal
payments on securities available for sale 5,368,402 2,790,838
Purchases of securities held to maturity 0 0
Purchases of securities available for sale (9,362,363) (3,824,088)
Purchases of bank premises and equipment (604,278) (1,263,771)
Proceeds from sale of other real estate owned 0 107,701
Net (increase) in loans (26,725,529) (16,454,623)
------------- -------------
Net cash (used in) investing activities $(26,273,802) $(15,749,026)
------------- -------------
Cash Flows from Financing Activities
Net increase in demand deposits,
money market and savings accounts $ 15,102,061 $ 2,616,367
Net increase (decrease) in certificates
of deposits (3,855,152) 11,696,111
Net increase (decrease) in federal funds
purchased and securities sold under
agreements to repurchase 7,860,049 (724,228)
Proceeds from Federal Home Loan Bank advances 5,000,000 0
Proceeds from issuance of common stock to ESOP 0 40,082
Cash dividends paid (366,384) (302,016)
Fractional shares purchased (132) (163)
------------- -------------
Net cash provided by financing activities $ 23,740,442 $ 13,326,153
------------- -------------
(Decrease) in cash and
cash equivalents $ (214,670) $ (584,410)
Cash and Cash Equivalents
Beginning 8,504,765 6,420,162
------------- -------------
Ending $ 8,290,095 $ 5,835,752
============= =============
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest $ 4,692,317 $ 4,275,531
============= =============
Income taxes $ 732,995 $ 528,950
============= =============
Supplemental Schedule of Non-Cash Investing and
Financing Activities:
Issuance of common stock,
dividend investment plan $ 212,882 $ 186,079
============= =============
Unrealized gain on securities
available for sale $ 488,451 $ 40,516
============= =============
Other real estate acquired in settlement
of loans $ 201,332 $ 0
============= =============
6
EAGLE FINANCIAL SERVICES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001
(1) The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principals from interim
financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles.
(2) In the opinion of management, the accompanying unaudited financial
statements contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position as of
September 30, 2001 and December 31, 2000, the results of operations for
the three and nine months ended September 30, 2001 and 2000, and cash
flows for the nine months ended September 30, 2001 and 2000. The
statements should be read in conjunction with the Notes to Consolidated
Financial Statements included in the Company's Annual Report for the year
ended December 31, 2000.
(3) The results of operations for the three and nine month periods ended
September 30, 2001 and 2000, are not necessarily indicative of the results
to be expected for the full year.
(4) Securities held to maturity and available for sale as of September 30,
2001 and December 31, 2000, are:
Sep 30, 2001 Dec 31, 2000
Held to Maturity Amortized Cost Amortized Cost
- ---------------- -------------- --------------
U.S. Treasury securities $ 121,985 $ 121,983
Obligations of U.S. government
corporations and agencies 1,998,695 3,501,765
Mortgage-backed securities 6,139,411 8,176,056
Obligations of states and political
subdivisions 12,948,349 14,496,047
-------------- --------------
$ 21,208,440 $ 26,295,851
============== ==============
Sep 30, 2001 Dec 31, 2000
Fair Value Fair Value
-------------- --------------
U.S. Treasury securities $ 124,288 $ 124,554
Obligations of U.S. government
corporations and agencies 2,065,940 3,498,510
Mortgage-backed securities 6,235,061 8,103,514
Obligations of states and political
subdivisions 13,251,002 14,349,251
-------------- --------------
$ 21,676,291 $ 26,075,829
============== ==============
Sep 30, 2001 Dec 31, 2000
Available for Sale Amortized Cost Amortized Cost
- ------------------ -------------- --------------
Obligations of U.S. government
corporations and agencies $ 996,233 $ 2,752,025
Mortgage-backed securities 2,690,111 4,162,991
Obligations of states and political
Subdivisions 1,497,841 1,494,942
Corporate securities 9,227,448 1,944,875
Other 1,251,112 1,241,781
-------------- --------------
$ 15,662,745 $ 11,596,614
============== ==============
Sep 30, 2001 Dec 31, 2000
Fair Value Fair Value
-------------- --------------
Obligations of U.S. government
corporations and agencies $ 1,035,470 $ 2,762,237
Mortgage-backed securities 2,756,945 4,177,761
Obligations of states and political
Subdivisions 1,577,147 1,535,210
Corporate securities 9,527,258 1,933,653
Other 1,280,567 1,213,944
-------------- --------------
$ 16,177,387 $ 11,622,805
============== ==============
(5) Net loans at September 30, 2001 and December 31, 2000 are summarized as
follows (In Thousands):
Sep 30, 2001 Dec 31, 2000
--------------- ---------------
Loans secured by real estate:
Construction and land development $ 8,384 $ 4,396
Secured by farmland 5,531 5,109
Secured by 1-4 family residential 88,598 75,809
Nonfarm, nonresidential loans 27,020 25,217
Loans to farmers (except those secured
by real estate) 495 656
Commercial and industrial loans (except
those secured by real estate) 13,930 10,749
Consumer installment loans (except those
secured by real estate) 22,241 18,749
Loans to U.S. state and political
subdivisions 867 1,306
All other loans 1,261 66
--------------- ---------------
Gross loans $ 168,327 $ 142,057
Less:
Unearned income (2) (8)
Allowance for loan losses (1,596) (1,340)
--------------- ---------------
Loans, net $ 166,729 $ 140,709
=============== ===============
(6) Allowance for Loan Losses
Sep 30, 2001 Sep 30, 2000 Dec 31, 2000
-------------- -------------- --------------
Balance, beginning $ 1,340,086 $ 1,122,616 $ 1,122,616
Provision charged to operating expense 505,000 260,000 350,000
Recoveries added to the allowance 56,395 27,150 37,988
Loan losses charged to the allowance (305,516) (101,126) (170,518)
-------------- -------------- --------------
Balance, ending $ 1,595,965 $ 1,308,640 $ 1,340,086
============== ============== ==============
(7) Recent Accounting Pronouncements
In July, 2001, the Financial Accounting Standards Board issued two statements -
Statement 141, Business Combinations, and Statement 142, Goodwill and Other
Intangible Assets, which will potentially impact the accounting for goodwill and
other intangible assets. Statement 141 eliminates the pooling method of
accounting for business combinations and requires that intangible assets that
meet certain criteria be reported separately from goodwill. The Statement also
requires negative goodwill arising from a business combination to be recorded as
an extraordinary gain. Statement 142 eliminates the amortization of goodwill and
other intangibles that are determined to have an indefinite life. The Statement
requires, at a minimum, annual impairment tests for goodwill and other
intangible assets that are determined to have an indefinite life.
Upon adoption of these Statements, an organization is required to
re-evaluate goodwill and other intangible assets that arose from business
combinations entered into before July 1, 2001. If the recorded other intangibles
assets do not meet the criteria for recognition, they should be classified as
goodwill. Similarly, if there are other intangible assets that meet the criteria
for recognition but were not separately recorded from goodwill, they should be
reclassified from goodwill. An organization also must reassess the useful lives
of intangible assets and adjust the remaining amortization periods accordingly.
Any negative goodwill must be written-off.
The standards generally are required to be implemented by the Bank in
its 2002 financial statements. The adoption of these standards will not have a
material impact on the financial statements.
7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PERFORMANCE SUMMARY
Net income of the company for the first nine months of 2001 and 2000 was
$1,743,056 and $1,508,874, respectively. This is an increase of $234,182 or
15.52%. Net interest income after provision for loan losses for the first nine
months of 2001 and 2000 was $5,668,463 and $5,236,352, respectively. This is an
increase of $432,111 or 8.25%. This increase can be attributed to continued loan
growth during 2001. Total noninterest income increased $558,203 or 34.16% from
$1,633,898 for the first nine months of 2000 to $2,192,101 for the first nine
months of 2001. This change can be attributed to increases in fees earned by the
Trust Department and fees earned from the origination of secondary market
mortgages. Total noninterest expenses increased $583,441 or 11.98% from
$4,870,789 during the first nine months of 2000 to $5,454,230 during the first
nine months of 2001. This change can be attributed to increases in compensation
and benefits expense and increases in other operating expenses.
Earnings per common share outstanding (basic and diluted) was $1.20 and $1.05
for the nine months ended September 30, 2001 and 2000, respectively. Annualized
return on average assets for the nine month periods ended September 30, 2001 and
2000 was 1.13% and 1.10%, respectively. Annualized return on average equity for
the nine month periods ended September 30, 2001 and 2000 was 11.60% and 11.18%,
respectively.
PROVISION AND ALLOWANCE FOR LOAN LOSSES
The provision for loan losses is based upon management's estimate of the amount
required to maintain an adequate allowance for loan losses reflective of the
risks in the loan portfolio. The Company reviews the adequacy of the allowance
for loan losses monthly and utilizes the results of these evaluations to
establish the provision for loan losses. The allowance is maintained at a level
believed by management to absorb potential losses in the loan portfolio. The
methodology considers specific identifications, specific and estimate pools,
trends in delinquencies, local and regional economic trends, concentrations,
commitments, off balance sheet exposure and other factors. The provision for
loan losses for the nine month periods ended September 30, 2001 and 2000 was
$505,000 and $260,000, respectively. The allowance for loan losses increased
$255,879 or 19.09% during the first nine months of 2001 from $1,340,086 at
December 31, 2000 to $1,595,965 at September 30, 2001. The allowance as a
percentage of total loans increased from 0.94% as of December 31, 2000 to 0.95%
as of September 30, 2001. The Company had net charge-offs of $249,121 and
$73,976 for the first nine months of 2001 and 2000, respectively. The ratio of
net charge-offs to average loans was 0.16% and 0.06% for the first nine months
of 2001 and 2000, respectively.
Loans past due greater than 90 days and still accruing interest increased from
$46,713 at December 31, 2000 to $211,124 at September 30, 2001. There were no
nonaccrual loans as of December 31, 2000 and September 30, 2001. Total impaired
loans were $125,752 at December 31, 2000. There were no impaired loans as of
September 30, 2001.
Loans are viewed as potential problem loans when management questions the
ability of the borrower to comply with current repayment terms. These loans are
subject to constant review by management and their status is reviewed on a
regular basis. The amount of problem loans as of September 30, 2001 was
$632,743. Most of these loans are well secured and management expects to incur
only immaterial losses on their disposition.
BALANCE SHEET
Total assets increased $25.9 million or 13.19% from $196.1 million at December
31, 2000 to $222.0 million at September 30, 2001. Securities decreased $0.5
million or 1.41% during the first nine months of 2001 from $37.9 million at
December 31, 2000 to $37.4 million at September 30, 2001. Loans, net of unearned
discounts increased $26.3 million or 18.50% during the same period from $142.0
million at December 31, 2000 to $168.3 million at September 30, 2001. Total
liabilities increased $24.1 million or 13.66% during the first nine months of
2001 from $176.9 million at December 31, 2000 to $201.0 million at September 30,
2001. Total deposits increased $11.2 million or 6.69% during the same period
from $168.1 at December 31, 2000 to $179.3 million at September 30, 2001. Total
shareholders' equity increased $1.7 million or 8.82% during the first nine
months of 2001 from $19.3 million at December 31, 2000 to $21.0 million at
September 30, 2001.
SHAREHOLDERS' EQUITY
The Company continues to be a well capitalized financial institution.
Shareholders' equity per share increased $1.08 or 8.10% from $13.33 per share at
December 31, 2000 to $14.41 per share at September 30, 2001. During 2000 the
Company paid $0.46 per share in dividends. The Company's 2001 total dividends
for the first three quarters were $0.40 per share. The Company has a Dividend
Investment Plan that reinvests the dividends of participating shareholders in
Company stock.
LIQUIDITY AND MARKET RISK
Asset and liability management assures liquidity and maintains the balance
between rate sensitive assets and liabilities. Liquidity management involves
meeting the present and future financial obligations of the Company with the
sale or maturity of assets or through the occurrence of additional liabilities.
Liquidity needs are met with cash on hand, deposits in banks, federal funds
sold, securities classified as available for sale and loans maturing within one
year. Total liquid assets were $62.4 million at September 30, 2001 and $47.5
million at December 31, 2000. These amounts represent 31.06% and 26.85% of total
liabilities as of September 30, 2001 and December 31, 2000, respectively.
There have been no material changes in Quantitative and Qualitative Disclosures
about Market Risk as reported at December 31, 2000 in the Company's Form 10-K.
FORWARD LOOKING STATEMENTS
Certain statements contained in this report that are not historical facts may be
forward looking statements. The forward looking statements are subject to
certain risks and uncertainties which could cause actual results to differ
materially from historical or expected results. Readers are cautioned not to
place undue reliance on these forward looking statements.
8
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The information required by Part I, Item 3., is incorporated herein
by reference to the section titled LIQUIDITY AND MARKET RISK within Part I, Item
2 "Management's Discussion and Analysis of Financial Condition and Results of
Operation."
9
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.
None.
Item 5. Other Information.
None.
10
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
The following exhibits, when applicable, are filed with this Form 10-Q or
incorporated by reference to previous filings.
Number Description
--------- -----------------------------------------
Exhibit 2. Not applicable.
Exhibit 3. (i) Articles of Incorporation of
Registrant (incorporated herein by
reference to Exhibit 3.1 of Registrant's
Form S-4 Registration Statement,
Registration No. 33-43681.)
(ii) Bylaws of Registrant (incorporated
herein by reference to Exhibit 3.2 of
Registrant's Form S-4 Registration
Statement, Registration No. 33-43681)
Exhibit 4. Not applicable.
Exhibit 10. Material Contracts.
10.1 Description of Executive Supplemental
Income Plan (incorporated by reference to
Exhibit 10.1 to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1996).
10.2 Lease Agreement between Bank of Clarke
County (tenant) and Winchester
Development Company (landlord) dated
August 1, 1992 for the branch office at
625 East Jubal Early Drive, Winchester,
Virginia (incorporated herein by
reference to Exhibit 10.2 of the
Company's Annual Report on Form 10-K for
the year ended December 31, 1995).
10.3 Lease Agreement between Bank of Clarke
County (tenant) and Winchester Real
Estate Management, Inc. (landlord) dated
March 20, 2000 for the branch office at
190 Campus Boulevard, Suite 120,
Winchester, Virginia (incorporated herein
by reference to Exhibit 10.5 of the
Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2000).
Exhibit 11. Computation of Per Share Earnings
(incorporated herein as Exhibit 11).
Exhibit 15. Not applicable.
Exhibit 18. Not applicable.
Exhibit 19. Not applicable.
Exhibit 22. Not applicable.
Exhibit 23. Not applicable.
Exhibit 24. Not applicable.
Exhibit 27. Not applicable
Exhibit 99. Not applicable.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the registrant during the third
quarter of 2001.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EAGLE FINANCIAL SERVICES, INC.
Date: November 8, 2001 /s/ JOHN R. MILLESON
--------------------------
John R. Milleson
President and Chief Executive
Officer
Date: November 8, 2001 /s/ JAMES W. MCCARTY, JR.
--------------------------
James W. McCarty, Jr.
Vice President, Chief Financial
Officer, and Secretary/Treasurer
12