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 March 31, 2002
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 May 7, 2002 was 1,464,947.
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
March 31, 2002 and December 31, 2001 .................... 3
Consolidated Statements of Income for the Three
Months Ended March 31, 2002 and 2001 ..................... 4
Consolidated Statements of Shareholders' Equity for
the Three Months Ended March 31, 2002 and 2001 .......... 5
Consolidated Statements of Cash Flows for
the Three Months Ended March 31, 2002 and 2001 .......... 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 March 31, 2002 and December 31, 2001
Mar 31, 2002 Dec 31, 2001
--------------- ---------------
Assets
Cash and due from banks $ 13,607,562 $ 13,105,622
Securities available for sale,
at fair value 16,285,031 16,713,595
Securities held to maturity
(fair value: 2002,$18,665,173;
2001,$20,519,159) 18,440,225 20,259,234
Loans, net allowance for loan losses
of $2,037,666 in 2002 and
$1,797,263 in 2001 198,857,038 177,871,629
Bank premises and equipment, net 5,988,855 5,422,574
Other assets 4,356,540 4,269,285
--------------- ---------------
Total assets $ 257,535,251 $ 237,641,939
=============== ===============
Liabilities and Shareholders' Equity
Liabilities
Deposits:
Noninterest bearing demand deposits $ 39,807,878 $ 36,718,703
Interest bearing demand deposits,
money market and savings accounts 92,920,053 83,597,263
Time deposits 75,916,792 77,032,485
--------------- ---------------
Total deposits $ 208,664,723 $ 197,348,451
Federal funds purchased, securities
sold under agreements to repurchase
and other short-term borrowings 7,646,016 7,816,807
Federal Home Loan Bank advances 18,000,000 10.000,000
Other liabilities 1,264,164 1,003,974
Commitments and contingent liabilities 0 0
--------------- ---------------
Total liabilities $ 235,554,903 $ 216,169,232
--------------- ---------------
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 2002, 1,464,948; issued
2001, 1,461,395 shares 3,662,372 3,653,487
Surplus 3,250,991 3,178,848
Retained Earnings 14,958,441 14,407,901
Accumulated other comprehensive income 108,544 232,471
--------------- ---------------
Total shareholders' equity $ 21,980,348 $ 21,472,707
--------------- ---------------
Total liabilities and
shareholders' equity $ 257,535,251 $ 237,641,939
=============== ===============
3
Eagle Financial Services, Inc. and Subsidiary
Consolidated Statements of Income
For the Three Months Ended March 31, 2002 and 2001
Three Months Ended
March 31
2002 2001
--------------- ---------------
Interest and Dividend Income
Interest and fees on loans $ 3,267,057 $ 2,930,844
Interest on federal funds sold - 3,950
Interest on securities held to maturity:
Taxable interest income 156,632 254,344
Interest income exempt from
federal income taxes 94,966 101,135
Interest and dividends on securities
available for sale:
Taxable interest income 202,902 145,858
Interest income exempt from
federal income taxes 17,738 18,377
Dividends 35,793 35,137
Interest on deposits in banks 126 633
--------------- ---------------
Total interest and
dividend income $ 3,775,214 $ 3,490,278
--------------- ---------------
Interest Expense
Interest on deposits $ 1,006,640 $ 1,453,677
Interest on federal funds purchased,
securities sold under agreements
to repurchase and other short-
term borrowings 41,482 64,987
Interest on Federal Home Loan
Bank advances 144,298 61,750
--------------- ---------------
Total interest expense $ 1,192,420 $ 1,580,414
--------------- ---------------
Net interest income $ 2,582,794 $ 1,909,864
Provision For Loan Losses 264,400 90,000
--------------- ---------------
Net interest income after
provision for loan losses $ 2,318,394 $ 1,819,864
--------------- ---------------
Noninterest Income
Trust Department income $ 116,170 $ 146,629
Service charges on deposits 244,495 197,421
Other service charges and fees 315,274 229,686
Securities gains 36,036 55,390
Other operating income 29,899 13,549
--------------- ---------------
$ 741,874 $ 642,675
--------------- ---------------
Noninterest Expenses
Salaries and wages $ 999,089 $ 775,333
Pension and other employee benefits 141,521 186,657
Occupancy expenses 111,652 114,416
Equipment expenses 162,844 155,291
Credit card expense 56,909 46,073
Stationary and supplies 49,599 46,603
ATM network fees 44,039 37,928
Postage 41,782 32,605
Other operating expenses 355,251 302,289
--------------- ---------------
$ 1,962,686 $ 1,697,195
--------------- ---------------
Income before income taxes $ 1,097,582 $ 765,344
Income Tax Expense 327,832 210,483
--------------- ---------------
Net Income $ 769,750 $ 554,861
=============== ===============
Net income per common share,
basic and diluted $ 0.53 $ 0.38
=============== ===============
4
Eagle Financial Services, Inc. and Subsidiary
Consolidated Statements of Shareholders' Equity
For the Three Months Ended March 31, 2002 and 2001
Accumulated
Other
Common Retained Comprehensive Comprehensive
Stock Surplus Earnings Income Income Total
------------- ------------- ------------- ------------- ------------- ------------
Balance, December 31, 2000 $ 3,613,578 $ 2,873,924 $ 12,760,698 $ 17,286 $ 19,265,486
Comprehensive income:
Net Income 554,861 $ 554,861 554,861
Other comprehensive income:
Unrealized holding gains arising
during the period, net of
deferred income taxes of
$110,165 213,849
Reclassification adjustment, net
of deferred income taxes of
$18,833 (36,557)
-------------
Other comprehensive income, net of
deferred income taxes of $91,332 177,292 177,292 177,292
-------------
Total comprehensive income $ 732,153
=============
Issuance of common stock, dividend
investment plan (2,971 shares) 7,427 60,311 67,738
Dividends declared ($0.13 per share) (187,770) (187,770)
Fractional shares purchased (6) (61) (67)
------------- ------------- ------------- ------------- -------------
Balance, March 31, 2001 $ 3,620,999 $ 2,934,174 $ 13,127,789 $ 194,578 $ 19,877,540
============= ============= ============= ============= =============
Balance, December 31, 2001 $ 3,653,487 $ 3,178,848 $ 14,407,901 $ 232,471 $ 21,472,707
Comprehensive income:
Net Income 769,750 $ 769,750 769,750
Other comprehensive income:
Unrealized holding losses arising
during the period, net of
deferred income taxes of
$51,589 (100,143)
Reclassification adjustment, net
of deferred income taxes of
$12,252 (23,784)
Other comprehensive income, net of
Deferred income taxes of $63,841 (123,927) (123,927) (123,927)
-------------
Total comprehensive income $ 645,823
=============
Issuance of common stock, dividend
investment plan (3,558 shares) 8,896 72,235 81,131
Dividends declared ($0.15 per share) (219,210) (219,210)
Fractional shares purchased (11) (92) (103)
------------- ------------- ------------- ------------- -------------
Balance, March 31, 2002 $ 3,662,372 $ 3,250,991 $ 14,958,441 $ 108,544 $ 21,980,348
============= ============= ============= ============= =============
5
Eagle Financial Services, Inc. and Subsidiary
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2002 and 2001
Three Months Ended
March 31
2002 2001
------------- -------------
Cash Flows from Operating Activities
Net income $ 769,750 $ 554,861
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 136,394 144,707
Amortization of intangible assets 11,263 11,263
(Gain) Loss on equity investment 2,341 1,149
Provision for loan losses 264,400 90,000
(Gain) on sale of securities (36,036) (55,390)
Premium amortization on securities, net 13,464 15,246
Changes in assets and liabilities:
(Increase) in other assets (131,968) (67,669)
Increase in other liabilities 324,031 163,300
------------- -------------
Net cash provided by operating activities $ 1,353,639 $ 857,467
------------- -------------
Cash Flows from Investing Activities
Proceeds from maturities and principal
payments on securities held to maturity $ 1,811,520 $ 547,881
Proceeds from maturities and principal
payments on securities available for sale 891,787 1,006,750
Proceeds from sales of securities available
for sale 306,108 2,531,732
Purchases of securities available for sale (927,038) (4,277,252)
Purchases of bank premises and equipment (671,566) (212,850)
Net (increase) in loans (21,249,809) (3,772,164)
------------- -------------
Net cash (used in) investing activities $(19,838,998) $ (4,175,903)
------------- -------------
Cash Flows from Financing Activities
Net increase in demand deposits,
money market and savings accounts $ 12,411,965 $ 2,623,053
Net (decrease) in certificates
of deposits (1,115,693) (2,352,523)
Net increase (decrease) in federal funds
purchased and securities sold under
agreements to repurchase and other short-term
borrowings (170,791) 1,047,396
Proceeds from Federal Home Loan Bank advances 8,000,000 0
Cash dividends paid (138,079) (120,032)
Fractional shares purchased ( 103) (67)
------------- -------------
Net cash provided by financing activities $ 18,987,299 $ 1,197,827
------------- -------------
Increase (decrease) in cash and cash equivalents $ 501,940 $ (2,120,609)
Cash and Cash Equivalents
Beginning 13,105,622 8,504,765
------------- -------------
Ending $ 13,607,562 $ 6,384,156
============= =============
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest $ 1,215,106 $ 1,608,555
============= =============
Income taxes $ 401,155 $ 74,161
============= =============
Supplemental Schedule of Non-Cash Investing and
Financing Activities:
Issuance of common stock,
dividend investment plan $ 81,131 $ 67,738
============= =============
Unrealized gain (loss) on securities
available for sale $ (187,768) $ 268,627
============= =============
6
EAGLE FINANCIAL SERVICES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2002
(1) The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America 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 accounting principles generally
accepted in the United States of America.
(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 March 31,
2002 and December 31, 2001, the results of operations for the three months ended
March 31, 2002 and 2001, and cash flows for the three months ended March 31,
2002 and 2001. 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, 2001.
(3) The results of operations for the three month period ended March 31, 2002
and 2001, 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 March 31, 2002 and
December 31, 2001, are:
Mar.31, 2002 Dec 31, 2001
Held to Maturity Amortized Cost Amortized Cost
- ---------------- -------------- --------------
U.S. Treasury securities $ 0 $ 121,985
Obligations of U.S. government
corporations and agencies 1,498,975 1,998,678
Mortgage-backed securities 4,709,925 5,383,586
Obligations of states and political
subdivisions 12,231,325 12,754,985
-------------- --------------
$ 18,440,225 $ 20,259,234
============== ==============
Mar.31, 2002 Dec 31, 2001
Fair Value Fair Value
-------------- --------------
U.S. Treasury securities $ 0 $ 123,068
Obligations of U.S. government
corporations and agencies 1,532,035 2,053,910
Mortgage-backed securities 4,747,169 5,452,775
Obligations of states and political
subdivisions 12,385,969 12,889,406
-------------- --------------
$ 18,665,173 $ 20,519,159
============== ==============
Mar 31, 2002 Dec 31, 2001
Available for Sale Amortized Cost Amortized Cost
- ------------------ -------------- --------------
Obligations of U.S. government
corporations and agencies $ 1,990,585 $ 1,989,914
Mortgage-backed securities 1,595,165 2,009,049
Obligations of states and political
Subdivisions 1,307,428 1,498,807
Corporate securities 9,687,776 9,693,902
Other 1,539,615 1,169,694
-------------- --------------
$ 16,120,569 $ 16,361,366
============== ==============
Mar 30, 2002 Dec 31, 2001
Fair Value Fair Value
-------------- --------------
Obligations of U.S. government
corporations and agencies $ 1,995,135 $ 2,014,850
Mortgage-backed securities 1,622,481 2,054,114
Obligations of states and political
Subdivisions 1,348,303 1,545,255
Corporate securities 9,779,497 9,901,227
Other 1,539,615 1,198,149
-------------- --------------
$ 16,285,031 $ 16,713,595
============== ==============
(5) Net loans at March 31,2002 and December 31, 2001 are summarized as
follows (In Thousands):
Mar 31, 2002 Dec 31, 2001
--------------- ---------------
Loans secured by real estate:
Construction and land development $ 16,596 $ 10,383
Secured by farmland 4,576 4,778
Secured by 1-4 family residential 99,073 93,042
Nonfarm, nonresidential loans 36,411 30,295
Loans to farmers (except those secured
by real estate) 917 1,002
Commercial and industrial loans (except
those secured by real estate) 14,539 13,912
Consumer installment loans (except those
secured by real estate) 28,702 25,909
Loans to U.S. state and political
subdivisions 0 0
All other loans 82 350
--------------- ---------------
Gross loans $ 200,896 $ 179,671
Less:
Unearned income (1) (2)
Allowance for loan losses (2,038) (1,797)
--------------- ---------------
Loans, net $ 198,857 $ 177,872
=============== ===============
(6) Allowance for Loan Losses
Mar 31, 2002 Mar 31, 2001 Dec 31, 2001
-------------- -------------- --------------
Balance, beginning $ 1,797,263 $ 1,340,086 $ 1,340,086
Provision charged to operating expense 264,400 90,000 712,500
Recoveries added to the allowance 20,708 9,174 95,217
Loan losses charged to the allowance (44,705) (38,868) (350,540)
-------------- -------------- --------------
Balance, ending $ 2,037,666 $ 1,400,392 $ 1,797,263
============== ============== ==============
(7) Recent Accounting Pronouncements
There are no new accounting pronouncements to disclose within this Form 10-Q.
7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
CRITICAL ACCOUNTING POLICIES
The financial statements of Eagle Financial Services, Inc. are prepared in
accordance with accounting principles generally accepted in the United States of
America(GAAP). The financial information contained within these statements is,
to a significant extent, based on measurements of the financial effects of
transactions and events that have already occurred. A variety of factors could
affect the ultimate value that is obtained when earning income, recognizing an
expense, recovering an asset or relieving a liability. We use historical loss
factors as one element in determining the inherent loss that may be present in
our loan portfolio. Actual losses could differ significantly from the historical
factors that we use. In addition, GAAP itself may change from one previously
acceptable method to another method. Although the economics of our transactions
would be the same, the timing of events that would impact our transactions could
change.
The allowance for loan losses is an estimate of the losses that may be sustained
in our loan portfolio. The allowance for loan losses is based on two accounting
principles: (1) Statement of Financial Accounting Standards (SFAS) No. 5
Accounting for Contingencies, which requires that losses be accrued when their
occurrence is probable and they are estimable, and (2) SFAS No. 114, Accounting
by Creditors for Impairment of a Loan, which requires that losses be accrued
based on the differences between the loan balance and the value of its
collateral, the present value of future cash flows, or the price established in
the secondary market.
The Company's allowance for loan losses has three basic components: the formula
allowance, the specific allowance and the unallocated allowance. Each of these
components is determined based upon estimates that can and do change when actual
events occur. The formula allowance uses historical experience factors to
estimate future losses and, as a result, the estimated amount of losses can
differ significantly from the actual amount of losses which would be incurred in
the future. However, the potential for significant differences is mitigated by
continuously updating the loss history of the Company. The specific allowance is
based upon the evaluation of specific loans on which a loss may be realized.
Factors such as past due history, ability to pay, and collateral value are used
to identify those loans on which a loss may be realized. Each of these loans are
then classified as to how much loss would be realized on their disposition. The
sum of the losses on the individual loans becomes the Company's specific
allowance. This process is inherently subjective and actual losses may be
greater than or less than the estimated specific allowance. The unallocated
allowance captures losses that are attributable to various economic events which
may affect a certain loan type within the loan portfolio or a certain industrial
or geographic sector within the Company's market. As the loans are identified
which are affected by these events or losses are experienced on the loans which
are affected by these events, they will be recognized within the specific or
formula allowances.
PERFORMANCE SUMMARY
Net income of the Company for the first three months of 2002 and 2001 was
$769,750 and $554,861, respectively. This is an increase of $214,889 or 38.73%.
Net interest income after provision for loan losses for the first three months
of 2002 and 2001 was $2,318,394 and $1,819,864, respectively. This is an
increase of $498,530 or 27.39%. This increase can be attributed to continued
loan growth during 2002. Total noninterest income increased $99,199 or 15.44%
from $642,675 for the first three months of 2001 to $741,874 for the first three
months of 2002. This change can be attributed to increases in commissions earned
on the sale of nondeposit investment products and fees earned from the
origination of secondary market mortgages. Total noninterest expenses increased
$265,491 or 15.64% from $1,697,195 during the first three months of 2001 to
$1,962,686 during the first three months of 2002. 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 $0.38 and $0.53
for the three months ended March 31, 2001 and 2002, respectively. Annualized
return on average assets for the three month periods ended March 31, 2001 and
2002 was 1.13% and 1.25%, respectively. Annualized return on average equity for
the three month periods ended March 31, 2001 and 2002 was 11.37% and 14.18%,
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 three month periods ended March 31, 2001 and 2002 was
$90,000 and $264,400, respectively. The allowance for loan losses increased
$240,403 or 13.38% during the first three months of 2002 from $1,797,263 at
December 31, 2001 to $2,037,666 at March 31, 2002. The allowance as a percentage
of total loans increased from 1.00% as of December 31, 2001 to 1.01% as of March
31, 2002. The Company had net charge-offs of $29,694 and $23,997 for the first
three months of 2001 and 2002, respectively. The ratio of net charge-offs to
average loans was 0.02% and 0.01% for the first three months of 2001 and 2002,
respectively.
Loans past due greater than 90 days and still accruing interest increased from
$7,827 at December 31, 2001 to $37,319 at March 31, 2002. Total nonaccrual loans
were $2,029,379 as of December 31, 2001 and March 31, 2002. There were no
impaired loans as of December 31, 2001 and March 31, 2002.
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 March 31, 2002 was $137,539.
Most of these loans are well secured and management expects to incur only
immaterial losses on their disposition.
BALANCE SHEET
Total assets increased $19.9 million or 8.37% from $237.6 million at December
31, 2001 to $257.5 million at March 31, 2002. Securities decreased $2.3 million
or 6.08% during the first three months of 2002 from $37.0 million at December
31, 2001 to $34.7 million at March 31, 2002. Loans, net of unearned discounts
increased $21.2 million or 11.81% during the same period from $179.7 million at
December 31, 2001 to $200.9 million at March 31, 2002. Total liabilities
increased $19.4 million or 8.97% during the first three months of 2002 from
$216.2 million at December 31, 2001 to $235.6 million at March 31, 2002. Total
deposits increased $11.3 million or 5.72% during the same period from $197.3 at
December 31, 2001 to $208.6 million at March 31, 2002. Total shareholders'
equity increased $0.5 million or 2.36% during the first three months of 2002
from $21.5 million at December 31, 2001 to $22.0 million at March 31, 2002.
SHAREHOLDERS' EQUITY
The Company continues to be a well capitalized financial institution.
Shareholders' equity per share increased $0.31 or 2.11% from $14.69 per share at
December 31, 2001 to $15.00 per share at March 31, 2002. During 2001 the Company
paid $0.55 per share in dividends. The Company's 2002 first quarter dividend was
$0.15 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 $64.3 million at December 31, 2001 and $71.5
million at March 31, 2002. These amounts represent 29.74% and 30.35% of total
liabilities as of December 31, 2001 and March 31, 2002, respectively.
There have been no material changes in Quantitative and Qualitative Disclosures
about Market Risk as reported at December 31, 2001 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: May 13, 2002 /s/ JOHN R. MILLESON
--------------------------
John R. Milleson
President and Chief Executive
Officer
Date: May 13, 2002 /s/ JAMES W. MCCARTY, JR.
--------------------------
James W. McCarty, Jr.
Vice President, Chief Financial
Officer, and Secretary/Treasurer
12