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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One )

x
Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2003 or
 
 
o
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition period from___________ to ___________

Commission File Number: 0-23605


CAVALRY BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Tennessee
62-1721072


(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer I.D. Number)


114 West College Street, Murfreesboro, Tennessee
37130


(Address of Principal Executive Offices)
(Zip Code)

(615) 893-1234

Registrant’s telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and has been subject to such filing requirements for the past 90 days.

Yes x
No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2)

Yes x
No o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock Issued and Outstanding: 6,820,179 shares as of August 8, 2003.
 
     

 


CAVALRY BANCORP, INC.

Table of Contents

Part I
Financial Information
Page
 
 
 
Item 1.
Financial Statements
 
 
 
 
 
Consolidated Balance Sheets at June 30, 2003 (unaudited)
 
 
and December 31, 2002
1 
 
 
 
 
 
 
 
Consolidated Statements of Income (unaudited) for the Three Months and Six Months
 
 
Ended June 30, 2003 and 2002
2 
 
 
 
 
 
 
 
Consolidated Statements of Comprehensive Income (unaudited) for the
 
 
Three and Six Months Ended June 30, 2003 and 2002
3 
 
 
 
 
 
 
 
Consolidated Statements of Cash Flows (unaudited) for the Six Months
 
 
Ended June 30, 2003 and 2002
4 
 
 
 
 
 
 
 
Notes to Consolidated Financial Statements (unaudited)
5-8 
 
 
 
 
 
 
Item 2.
Management’s Discussion and Analysis of Financial
 
 
Condition and Results of Operations
8-10 
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
11
 
 
 
Item 4.
Controls and Procedures
11 
 
 
 
Part II
Other Information
12 
 
 
 
Item 4.
Submission of Matters to a Vote of Security Holders
12 
 
 
 
Item 6.
Exhibits, Financial Statement Schedules and Reports on Form 8-K
12  
 
 
 
Signatures
 
13 
 
 
 



 
     

 

Part I. Financial Information

ITEM 1. FINANCIAL STATEMENTS

CAVALRY BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2003 (UNAUDITED) AND DECEMBER 31, 2002
(DOLLARS IN THOUSANDS)


Assets
 
June 30, 2003
December 31, 2002

 

 
 
(Unaudited)
 
Cash
 
$
26,845
   
21,200
 
Interest-bearing deposits with other financial institutions
   
24,683
   
51,962
 
   
 
 
Cash and cash equivalents
   
51,528
   
73,162
 
Investment securities available-for-sale at fair value (amortized cost: $53,186 and $37,728 at June 30, 2003 and December 31, 2002, respectively)
   
53,334
   
37,926
 
Loans held for sale, at estimated fair value
   
11,588
   
17,800
 
Loans receivable, net of allowances for loan losses of $4,615 at June 30, 2003 and $4,657 at December 31, 2002
   
321,361
   
300,524
 
Accrued interest receivable
   
1,522
   
1,577
 
Office properties and equipment, net
   
18,922
   
18,108
 
Required investments in stock of Federal Home Loan Bank
   
 
   
 
 
and Federal Reserve Bank, at cost
   
2,929
   
2,874
 
Foreclosed assets, net
   
197
   
203
 
Bank owned life insurance
   
8,114
   
7,921
 
Goodwill
   
1,772
   
1,772
 
Other assets
   
3,034
   
2,498
 
   
 
 
Total assets
 
$
474,301
   
464,365
 
   
 
 
 
   
 
   
 
 
Liabilities and Shareholders’ Equity
   
 
   
 
 

             
Liabilities:
   
 
   
 
 
Deposits:
   
 
   
 
 
Non-interest-bearing
 
$
68,744
   
57,343
 
Interest-bearing
   
346,585
   
350,409
 
   
 
 
Total deposits
   
415,329
   
407,752
 
Advances from Federal Home Loan Bank of Cincinnati
   
2,916
   
2,944
 
Accrued expenses and other liabilities
   
3,848
   
3,923
 
   
 
 
Total liabilities
   
422,093
   
414,619
 
   
 
 
Shareholders’ equity:
   
 
   
 
 
Preferred stock, no par value
   
 
   
 
 
Authorized- 250,000 shares; none issued or outstanding at
   
 
   
 
 
June 30, 2003 and December 31, 2002
   
-
   
-
 
Common stock, no par value
   
 
   
 
 
Authorized- 49,750,000 shares; issued and outstanding
   
 
   
 
 
6,820,179 and 6,830,679 at June 30, 2003
   
 
   
 
 
and December 31, 2002, respectively
   
9,526
   
9,138
 
Retained earnings
   
45,309
   
43,543
 
Unallocated ESOP Shares
   
(2,717
)
 
(3,057
)
Accumulated other comprehensive income, net of tax
   
90
   
122
 
   
 
 
 
   
 
   
 
 
Total shareholders’ equity
   
52,208
   
49,746
 
   
 
 
Total liabilities and shareholders’ equity
 
$
474,301
   
464,365
 
   
 
 

Note: The balance sheet presented above at December 31, 2002 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

See accompanying notes to consolidated financial statements.


 
 
  1  

 
CAVALRY BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

 
 
Three Months Ended
Six Months Ended
 
June 30,
June 30,
 
   
2003
   
2002
   
2003
   
2002
 
   
 
 
 
 
Interest and dividend income:
   
 
   
 
   
 
   
 
 
Loans
 
$
5,045
   
5,304
   
10,069
   
10,530
 
Investment securities
   
306
   
312
   
589
   
705
 
Other
   
101
   
269
   
227
   
569
 
   
 
 
 
 
Total interest and dividend income
   
5,452
   
5,885
   
10,885
   
11,804
 
   
 
 
 
 
Interest expense - deposits
   
1,399
   
1,770
   
2,918
   
3,694
 
Interest expense - borrowings
   
25
   
5
   
49
   
11
 
   
 
 
 
 
Total interest expense
   
1,424
   
1,775
   
2,967
   
3,705
 
   
 
 
 
 
Net interest income
   
4,028
   
4,110
   
7,918
   
8,099
 
Provision for loan losses
   
45
   
54
   
101
   
163
 
   
 
 
 
 
Net interest income after provision
   
 
   
 
   
 
   
 
 
for loan losses
   
3,983
   
4,056
   
7,817
   
7,936
 
   
 
 
 
 
Non-interest income:
   
 
   
 
   
 
   
 
 
Servicing income
   
60
   
55
   
131
   
124
 
Gain on sale of loans, net
   
1,702
   
581
   
3,024
   
1,150
 
Gain on sale of investment securities, net
   
-
   
-
   
11
   
-
 
Deposit servicing fees and charges
   
1,192
   
921
   
2,247
   
1,800
 
Trust service fees
   
248
   
296
   
494
   
552
 
Commissions and other non-banking fees
   
650
   
555
   
1,350
   
1,054
 
Other operating income
   
163
   
301
   
377
   
500
 
   
 
 
 
 
Total non-interest income
   
4,015
   
2,709
   
7,634
   
5,180
 
   
 
 
 
 
Non-interest expenses:
   
 
   
 
   
 
   
 
 
Salaries and employee benefits
   
3,877
   
3,018
   
7,536
   
5,810
 
Occupancy expense
   
344
   
302
   
659
   
572
 
Supplies, communications and other
   
 
   
 
   
 
   
 
 
office expenses
   
252
   
263
   
505
   
522
 
Federal insurance premiums
   
17
   
16
   
32
   
32
 
Advertising expense
   
122
   
176
   
223
   
263
 
Equipment and service bureau expense
   
736
   
707
   
1,431
   
1,331
 
Other operating expense
   
561
   
434
   
1,081
   
890
 
   
 
 
 
 
Total non-interest expenses
   
5,909
   
4,916
   
11,467
   
9,420
 
   
 
 
 
 
Income before income taxes
   
2,089
   
1,849
   
3,984
   
3,696
 
Income tax expense
   
811
   
676
   
1,538
   
1,454
 
   
 
 
 
 
Net income
 
$
1,278
   
1,173
   
2,446
   
2,242
 
   
 
 
 
 
 
   
 
   
 
   
 
   
 
 
Basic earnings per share
 
$
0.20
   
0.18
   
0.38
   
0.35
 
   
 
 
 
 
 
   
 
   
 
   
 
   
 
 
Diluted earnings per share
 
$
0.19
   
0.17
   
0.37
   
0.34
 
   
 
 
 
 
 
   
 
   
 
   
 
   
 
 
Weighted average shares outstanding -Basic
   
6,392,100
   
6,436,781
   
6,379,006
   
6,465,859
 
   
 
 
 
 
 
   
 
   
 
   
 
   
 
 
Weighted average shares outstanding -Diluted
   
6,694,136
   
6,756,723
   
6,640,591
   
6,626,098
 
   
 
 
 
 

Dividends declared $0.05 per share payable July 11, 2003 for shareholders of record date June 30, 2003.

See accompanying notes to consolidated financial statements.


 
  2  

 
 

CAVALRY BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(DOLLARS IN THOUSANDS)
(UNAUDITED)

 
 
Three Months Ended
Six Months Ended
 
 
June 30,
June 30,
 
 
2003
2002
2003
2002
   



 
 
 
 
 
 
Net income
 
$
1,278
   
1,173
   
2,446
   
2,242
 
Other comprehensive income, net of tax:
   
 
   
 
   
 
   
 
 
Unrealized losses on investment securities
   
 
   
 
   
 
   
 
 
available-for-sale
   
5
   
71
   
(25
)
 
(71
)
                       
Reclassification adjustment for gains included in net income
   
-
   
-
   
(7
)
 
-
 
   
 
 
 
 
 
   
 
   
 
   
 
   
 
 
Comprehensive income
 
$
1,283
   
1,244
   
2,414
   
2,171
 
   
 
 
 
 

See accompanying notes to consolidated financial statements.
 
  3  

 
CAVALRY BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(DOLLARS IN THOUSANDS)
(UNAUDITED)


 
 
2003
2002
   
 
 
 
   
 
   
 
 
Operating activities:
   
 
   
 
 
Net cash provided by operating activities
 
$
10,106
   
11,426 
 
   
 
 
Investing activities:
   
 
   
 
 
Increase in loans receivable, net
   
(21,585
)
 
(12,140
)
Principal payments on investment securities
   
4,556
   
1,538
 
Purchase of investment securities
   
 
   
 
 
available-for-sale
   
(52,457
)
 
(9,355
)
Purchase of Federal Reserve Stock
   
-
   
(1,240
)
Proceeds from maturities of investment securities
   
29,750
   
16,000
 
Proceeds from sales of investment securities
   
 
   
 
 
available-for-sale
   
2,511
   
-
 
Purchase of office properties and equipment
   
(1,669
)
 
(2,819
)
Proceeds from sale of foreclosed assets
   
378
   
81
 
Cash paid in acquisition of Miller & Loughry
   
-
   
(1,964
)
   
 
 
Net cash used in investing activities
   
(38,516
)
 
(9,899
)
   
 
 
 
   
 
   
 
 
Financing activities:
   
 
   
 
 
Net increase (decrease) in deposits
   
7,577
   
(14,608
)
Retirement of common stock
   
(137
)
 
(1,546
)
Dividends paid
   
(636
)
 
(610
)
Net decrease in borrowings
   
(28
)
 
(27
)
   
 
 
Net cash provided by (used in)
   
 
   
 
 
financing activities
   
6,776
   
(16,791
)
   
 
 
Decrease in cash and cash equivalents
   
(21,634
)
 
(15,264
)
Cash and cash equivalents, beginning of period
   
73,162 
   
69,281 
 
   
 
 
 
   
 
   
 
 
Cash and cash equivalents, end of period
 
$
51,528
   
54,017
 
   
 
 
 
   
 
   
 
 
Supplement Disclosures of Cash
   
 
   
 
 
Flow Information:
   
 
   
 
 
Payments during the period for:
   
 
   
 
 
Interest
 
$
2,982
   
3,736
 
   
 
 
Income taxes
 
$
1,750
   
1,350
 
   
 
 
 
   
 
   
 
 
Supplemental Disclosures of Noncash
   
 
   
 
 
Investing and Financing Activities :
   
 
   
 
 
 
   
 
   
 
 
Increase in deferred tax asset related
   
 
   
 
 
to unrealized loss on investments
 
$
18
   
46
 
   
 
 
Net unrealized losses on investment
   
 
   
 
 
securities available for sale
 
$
(50
)
 
(117
)
   
 
 
Dividends declared and payable
 
$
341
   
349 
 
   
 
 

See accompanying notes to consolidated financial statements.
 
  4  

 
Cavalry Bancorp, Inc.
Notes to Consolidated Financial Statements

1.    Basis of Presentation

Cavalry Bancorp, Inc. (the "Company"), a Tennessee corporation, is the holding company for Cavalry Banking (the "Bank") a state chartered Federal Reserve member commercial bank. Miller & Loughry Insurance and Services, Inc. ("Miller & Loughry"), an independent insurance agency, is a wholly-owned subsidiary of the Bank.

The unaudited consolidated financial statements include the accounts of Miller & Loughry, the Bank and the Company. All material intercompany accounts and transactions have been eliminated in consolidation.

The accompanying consolidated financial statements of the Company have been prepared in accordance with Instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for a fair statement of results for the interim periods.

The results of operations for the three and six months ended June 30, 2003, are not necessarily indicative of the results to be expected for the year ending December 31, 2003. The consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2002.

2.    Stock Options

The Company accounts for its stock option plan in accordance with the provisions of Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations, as permitted by Statement of Financial Accounting Standard (SFAS) No. 123, "Accounting for Stock-Based Compensation". As such, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. SFAS 123 requires entities which continue to apply the provisions of APB Opinion No. 25 to provide pro-forma earnings per share disclosure for stock option grants made in 1995 and subsequent years as if the fair value based method defined in SFAS 123 had been applied. SFAS 148, "Accounting for Stock-Based Compensation – Tran sition and Disclosure – an amendment of FASB No. 123," provides that an entity that has transitioned to the accounting treatment prescribed by SFAS 123 may use the intrinsic value method in lieu of the fair value based method for determining the fair value of stock options at the date of grant. SFAS 148 requires disclosure in addition to SFAS 123 if APB opinion No. 25 is currently being applied.

The Company applies Accounting Principles Board Opinion No.25 (APB), "Accounting for Stock Issued to Employees," and related interpretations in accounting for the stock option plan. No compensation cost has been recognized for the plan because the stock option price is equal to or greater than the fair value at the grant date. Following is a reconciliation of reported and pro forma net income and earnings per share had compensation cost for the plan been determined based on the fair value of SFAS 123, "Accounting for Stock-Based Compensation," as amended:


 
 
Three Months Ended
Six Months Ended
 
June 30,  
June 30,
 
   
2003
   
2002
   
2003
   
2002
 
   
 
 
 
 
Net income:
   
 
   
 
   
 
   
 
 
As reported
 
$
1,278
   
1,173
   
2,446
   
2,242
 
Deduct: Total stock-based employee compensation expense determined under fair value methods for all awards granted, net of related tax effects
   
(32
)
 
(33
)
 
(63
)
 
(66
)
   
 
 
 
 
Pro forma net income
 
$
1,246
   
1,140 
   
2,383 
   
2,176 
 
   
 
 
 
 
Earnings per share:
   
 
   
 
   
 
   
 
 
Basic - as reported
 
$
0.20
   
0.18
   
0.38
   
0.35
 
   
 
 
 
 
Basic – pro forma
 
$
0.19
   
0.18
   
0.37
   
0.34
 
   
 
 
 
 
Diluted – as reported
 
$
0.19
   
0.17
   
0.37
   
0.34
 
   
 
 
 
 
Diluted – pro forma
 
$
0.19
   
0.17
   
0.36
   
0.33
 
   
 
 
 
 


 
  5  

 
 
3.    Acquisitions

On January 4, 2002, Cavalry Banking, a wholly owned subsidiary of Cavalry Bancorp, Inc., completed the acquisition of 100% of the capital stock issued and outstanding of Miller & Loughry Insurances and Services, Inc., for a cash purchase price of approximately $2.0 million.

4.    Earnings Per Share

The following schedule reconciles the numerators and denominators of the basic and diluted earnings per share ("EPS") computations for the three and six months ended June 30, 2003 and 2002. Diluted common shares arise from the potentially dilutive effect of the Company’s stock options outstanding.

 
 
Three Months Ended June 30,
Six Months Ended June 30,
 
 
2003
2002
2003
2002
   



Basic EPS:
   
 
   
 
   
 
   
 
 
Net income
 
$
1,278,000
   
1,173,000
   
2,446,000
   
2,242,000
 
Average common shares outstanding
   
6,392,100
   
6,436,781
   
6,379,006
   
6,465,859
 
   
 
 
 
 
 
   
 
   
 
   
 
   
 
 
Earnings per share - basic
 
$
0.20
   
0.18
   
0.38
   
0.35
 
   
 
 
 
 
 
   
 
   
 
   
 
   
 
 
Diluted EPS:
   
 
   
 
   
 
   
 
 
Net income
 
$
1,278,000
   
1,173,000
   
2,446,000
   
2,242,000
 
   
 
 
 
 
 
   
 
   
 
   
 
   
 
 
Average common shares outstanding
   
6,392,100
   
6,436,781
   
6,379,006
   
6,465,859
 
Dilutive effect of stock options
   
302,036
   
319,942
   
261,585
   
160,239
 
   
 
 
 
 
 
   
 
   
 
   
 
   
 
 
Average dilutive shares outstanding
   
6,694,136
   
6,756,723
   
6,640,591
   
6,626,098
 
   
 
 
 
 
 
   
 
   
 
   
 
   
 
 
Earnings per share - diluted
 
$
0.19
   
0.17
   
0.37
   
0.34
 
   
 
 
 
 

5.    Business Segments

The Company and its subsidiaries provide community oriented financial services to individuals and businesses primarily within Davidson, Rutherford and Bedford counties in Middle Tennessee.

The Company’s segments are identified by the products and services offered, principally distinguished as banking, trust, insurance, and mortgage banking operations. The majority of loans originated for sale are sold with the servicing rights attached.

Segment information is derived from the internal reporting system utilized by management with accounting policies and procedures consistent with those described in Note 1 of the 2002 Annual Report to Shareholders. Segment performance is evaluated by the Company based on profit or loss before income taxes. Revenue, expense, and asset levels reflect those which can be specifically identified and those assigned based on internally developed allocation methods. These methods have been consistently applied.


 
  6  

 

For the three months ended
   
Banking

 

 

Mortgage Banking

 

 

Trust

 

 

Insurance

 

 

Eliminations

 

 

Consolidated
 
June 30, 2003:
   
 
   
 
   
 
   
 
   
 
   
 
 
Interest revenue
 
$
5,452
   
-
   
-
   
-
   
-
   
5,452
 
Other income-external customers
   
1,483
   
60
   
248
   
522
   
-
   
2,313
 
Interest expense
   
1,424
   
-
   
-
   
-
   
-
   
1,424
 
Depreciation and amortization
   
313
   
91
   
17
   
15
   
-
   
436
 
Other significant items:
   
 
   
 
   
 
   
 
   
 
   
 
 
Provision for loan losses
   
45
   
-
   
-
   
-
   
-
   
45
 
Gain on sales of assets
   
-
   
1,702
   
-
   
-
   
-
   
1,702
 
Segment profit
   
1,771
   
360
   
40
   
15
   
(97
)
 
2,089
 
Segment assets
   
461,580
   
11,809
   
351
   
2,842
   
(2,281
)
 
474,301
 


For the three months ended
 
Banking
Mortgage
Banking
Trust
Insurance
Eliminations
Consolidated
June 30, 2002:
   
 
   
 
   
 
   
 
   
 
   
 
 
Interest revenue
 
$
5,885
   
-
   
-
   
-
   
-
   
5,885
 
Other income-external customers
   
1,384
   
55
   
296
   
368
   
-
   
2,103
 
Interest expense
   
1,775
   
-
   
-
   
-
   
-
   
1,775
 
Depreciation and amortization
   
269
   
47
   
1
   
9
   
-
   
326
 
Other significant items:
   
 
   
 
   
 
   
 
   
 
   
 
 
Provision for loan losses
   
54
   
-
   
-
   
-
   
-
   
54
 
Gain on sales of assets
   
25
   
581
   
-
   
-
   
-
   
606
 
Segment profit
   
1,897
   
-
   
43
   
9
   
(100
)
 
1,849
 
Segment assets
   
413,837
   
4,832
   
379
   
2,629
   
(2,218
)
 
419,459
 


For the six months ended
   
Banking

 

 

Mortgage Banking

 

 

Trust

 

 

Insurance

 

 

Eliminations

 

 

Consolidated
 
June 30, 2003:
   
 
   
 
   
 
   
 
   
 
   
 
 
Interest revenue
 
$
10,885
   
-
   
-
   
-
   
-
   
10,885
 
Other income-external customers
   
2,861
   
131
   
494
   
1,113
   
-
   
4,599
 
Interest expense
   
2,967
   
-
   
-
   
-
   
-
   
2,967
 
Depreciation and amortization
   
614
   
181
   
33
   
30
   
-
   
858
 
Other significant items:
   
 
   
 
   
 
   
 
   
 
   
 
 
Provision for loan losses
   
101
   
-
   
-
   
-
   
-
   
101
 
Gain on sales of assets
   
11
   
3,024
   
-
   
-
   
-
   
3,035
 
Segment profit
   
3,470
   
449
   
65
   
115
   
(115
)
 
3,984
 
Segment assets
   
461,580
   
11,809
   
351
   
2,842
   
(2,281
)
 
474,301
 


For the six months ended
 
Banking
Mortgage
 Banking
Trust
Insurance
Eliminations
Consolidated
June 30, 2002:
   
 
   
 
   
 
   
 
   
 
   
 
 
Interest revenue
 
$
11,804
   
-
   
-
   
-
   
-
   
11,804
 
Other income-external customers
   
2,507
   
124
   
552
   
822
   
-
   
4,005
 
Interest expense
   
3,705
   
-
   
-
   
-
   
-
   
3,705
 
Depreciation and amortization
   
515
   
91
   
12
   
18
   
-
   
636
 
Other significant items:
   
 
   
 
   
 
   
 
   
 
   
 
 
Provision for loan losses
   
163
   
-
   
-
   
-
   
-
   
163
 
Gain on sales of assets
   
25
   
1,150
   
-
   
-
   
-
   
1,175
 
Segment profit (loss)
   
3,619
   
(5
)
 
116
   
85
   
(119
)
 
3,696
 
Segment assets
   
413,837
   
4,832
   
379
   
2,629
   
(2,218
)
 
419,459
 
 
6.    New Accounting Standards Pronouncements

Statement of Financial Accounting Standards No. 148.

Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation – Transition and Disclosure" ("SFAS 148"), amends SFAS 123, "Accounting for Stock-Based Compensation" to provide alternative methods of transition for an entity that voluntarily changes to the fair value method of accounting for stock-based employee compensation. SFAS 148 also amends the disclosure provisions of SFAS 123 to require prominent disclosure about the effects on reported net income of the Company’s accounting policy decisions with respect to stock-based employee compensation. Finally, SFAS 148 amends APB Opinion No. 28, "Interim Financial Reporting," to require disclosure about those effects in interim financial information. Presently the Company does not intend to adopt the fair value method. For further information regarding the Company’s accounting for stock options, See Note 2 on page 6.

 
  7  

 
 
Statement of Financial Accounting Standards No. 149.

Statement of Financial Accounting Standards No. 149 "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" ("SFAS 149"), clarifies and amends financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under Statement of Financial Accounting Standards No. 133, "Accounting for Derivative and Hedging Activities" ("SFAS 133"). In general, SFAS 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. It is anticipated that the financial impact of SFAS 149 will not have a material effect on the Company.

Statement of Financial Accounting Standards No. 150.

Statement of Financial Accounting Standards No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" ("SFAS 150"), establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity that have been presented either entirely as equity or between the liabilities section and the equity section of the statement of financial position. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. It is anticipated that the financial impact of SFAS 150 will not have a material effect on the Company.

Financial Accounting Standards Board Interpretation 46.

Financial Accounting Standards Board Interpretation 46, "Consolidation of Variable Interest Entities, an interpretation of ARB No. 51" ("FIN 46"), requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or is entitled to receive a majority of the entity’s residual returns or both. Prior to FIN 46, a company included another entity in its consolidated financial statements only if it controlled the entity through voting interests. FIN 46 also requires disclosures about variable interest entities that the company is not required to consolidate but in which it has a significant variable interest. The consolidated requirements of FIN 46 apply immediately t o variable interest entities created after January 31, 2003. The consolidated requirements apply to older entities in the first fiscal year or interim period after June 15, 2003. Certain disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entities established. It is anticipated that the financial impact of FIN 46 will not have a material effect on the Company.


ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report contains forward-looking statements within the meaning of the federal securities laws. These statements are not historical facts, but rather are statements based on the Company's current expectations regarding its business strategies and their intended results and its future performance. Forward-looking statements are preceded by terms such as "expects," "feels," "believes," "anticipates," "intends," and similar expressions. Forward-looking statements are not guarantees of future performance. Numerous risks and uncertainties could cause the Company's actual results, performance, and achievements to be materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation , general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; changes in market conditions in the Company’s principal market area; adverse changes in the financial condition of the loan loss reserves; competitive pressures on loan or deposit terms; legislative and regulatory changes; and other factors disclosed periodically in the Company's filings with the Securities and Exchange Commission. Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them, whether included in this report or made elsewhere from time to time by the Company or on its behalf. The Company assumes no obligation to update any forward-looking statements.

Critical Accounting Policies

The Company’s critical accounting policies are set forth in the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" contained in the Company’s Annual Report on Form 10-K, which is incorporated herein by reference.

Comparison of Financial Condition at June 30, 2003 and December 31, 2002

Total assets were $474.3 million at June 30, 2003, compared to $464.4 million at December 31, 2002, an increase of $9.9 million or 2.13%. This increase was primarily a result of an increase in total deposits and shareholders’ equity. Cash and cash equivalents decreased from $73.2 million at December 31, 2002, to $51.5 million at June 30, 2003. Investment securities available-for-sale increased from $37.9 million at December 31, 2002, to $53.3 million at June 30, 2003. Loans receivable, net increased $20.9 million from $300.5 million at December 31, 2002, to $321.4 million at June 30, 2003 as a result of continued loan demand. Loans held-for-sale declined from $17.8 million at December 31, 2002 to $11.6 million at June 30, 2003. This decline was a result of faster funding by purchasers of these loans. Office properties and equipment increased from $18.1 million at December 31, 2002 to $18.9 million at June 30, 2003. This increase was primarily a result of construction of the branch office on Sam Ridley Parkway in Smyrna, Tennessee in Rutherford County. This location opened for business in June of 2003.

Deposit accounts increased $7.5 million from $407.8 million at December 31, 2002, to $415.3 million at June 30, 2003. Certificates of deposit decreased $3.6 million from $151.8 million at December 31, 2002 to $148.2 million at June 30, 2003. Savings deposits increased $4.2 million from $16.6 million at December 31, 2002 to $20.8 million at June 30, 2003. Interest-bearing demand deposits decreased $4.3 million from $181.9 million at December 31, 2002 to $177.6 million at June 30, 2003. Non-interest bearing accounts increased $11.4 million from $57.3 million at December 31, 2002 to $68.7 million at June 30, 2003

Shareholders’ equity increased by $2.5 million from $49.7 million at December 31, 2002, to $52.2 million at June 30, 2003. This increase was a result of net income of $2.4 million and the release of ESOP shares of $900,000. These increases were partially offset by common stock repurchases of $137,000 in Company common stock, a decrease in unrealized gains on available-for-sale securities of $32,000, net of taxes, and dividends of $600,000.

Non-performing assets were $733,000 at December 31, 2002 and $1.1 million at June 30, 2003. The allowance for loan losses was $4,615,000 at June 30, 2003, down slightly from $4,657,000 at December 31, 2002.

 
  8  

 
 
  Comparison of Operating Results for the Three Months Ended June 30, 2003 and June 30, 2002.

Net Income. Net income was $1.3 million for the three months ended June 30, 2003 compared to $1.2 million for the three months ended June 30, 2002. Return on average assets decreased from 1.14% for the three months ended June 30, 2002, to 1.12% for the same period in 2003. Return on average equity increased from 9.58% for the three months ended June 30, 2002, to 9.91% for the same period in 2003. Earnings per diluted share increased from $0.17 per diluted share for the three months ended June 30, 2002, to $0.19 per diluted share for the same period in 2003. This increase was primarily a result of higher non-interest income and a lower provision for loan losses. These increases were partially offset by higher non-interest expenses and a lower net interest income.

Net Interest Income. Net interest income decreased $100,000 from $4.1 million for the three months ended June 30, 2002, to $4.0 million for the same period in 2003. Interest rate spread decreased from 4.25% for the three months ended June 30, 2002, to 3.74% for the same period in 2003. Net interest margin decreased from 4.53% for the three months ended June 30, 2002, to 3.99% for the same period in 2003. The ratio of average interest-earning assets to average interest-bearing liabilities increased from 113.79% for the three months ended June 30, 2002, to 118.00% for the same period in 2003.

Interest income decreased 6.78% to $5.5 million for the three months ended June 30, 2003, from $5.9 million for the same period in 2002 as a result of lower interest rates. Interest on loans decreased from $5.3 million for the three months ended June 30, 2002, to $5.0 million for the same period in 2003. Average loans outstanding increased from $289.7 million for the three months ended June 30, 2002, to $323.1 million for the same period in 2003. The average yield decreased from 7.34% for the three months ended June 30, 2002, to 6.26% for the same period in 2003. Income on all other investments consisting of mortgage backed securities, other investments, Federal Home Loan Bank and Federal Reserve Bank stock, bank deposits and federal funds decreased from $581,000 for the three months ended Jun e 30, 2002, to $407,000 for the same period in 2003. Average investments increased from $74.3 million for the three months ended June 30, 2002, to $81.3 million for the same period in 2003. The average yield decreased from 3.13% for the three months ended June 30, 2002, to 2.01% for the same period in 2003.

Interest expense decreased from $1.8 million for the three months ended June 30, 2002, to $1.4 million for the same period in 2003 as a result of lower interest rates. Average interest-bearing deposits increased from $319.0 million for the three months ended June 30, 2002, to $339.8 million for the same period in 2003. The average cost of deposits decreased from 2.23% for the three months ended June 30, 2002, to 1.65% for the same period in 2003. Average borrowings increased from $976,000 at an average cost of 2.05% for the three months ended June 30, 2002 to $2.9 million at an average cost of 3.43% for the same period in 2003. The total cost of funds decreased from 2.23% for the three months ended June 30, 2002, to 1.67% for the same period in 2003. Average interest-bearing liabilities increa sed from $320.0 million for the three months ended June 30, 2002, to $342.7 million for the same period in 2003.

Provision for Loan Losses. Provision for loan losses are charges to earnings to bring the total allowance for loan losses to a level considered by management as adequate to provide for estimated loan losses based on management’s evaluation of the collectibility of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific impaired loans and economic conditions. Management also considers the level of problem assets, giving greater weight to the level of classified assets than to the level of nonperforming assets because classified assets include not only nonperforming assets but also performing assets that otherwise exhibit, in management’s judgment, potential credit weaknesses.

The provision for loan losses decreased from $54,000 for the three months ended June 30, 2002 to $45,000 for the same period in 2003. Management deemed the allowance for loan losses adequate at June 30, 2003.

Non-interest Income. Non-interest income increased from $2.7 million for the three months ended June 30, 2002, to $4.0 million for the same period in 2003. In the mortgage banking segment, net gain on sale of loans increased from $581,000 for the three months ended June 30, 2002, to $1.7 million for the same period in 2003. This increase in gains in 2003 was a result of increased volume. Loan servicing fees increased slightly from $55,000 for the three months ended June 30, 2002, to $60,000 for the same period in 2003. In the banking segment, deposit fees and other operating incomes increased from $921,000 for the three months ended June 30, 2002, to $1.2 million for the same period in 2003. This increase was a result of growth in the number of transaction accounts and increased charges. In th e trust segment, trust fees decreased from $296,000 for the three months ended June 30, 2002, to $248,000 for the same period in 2003 as a result of declines in market values of trust assets under management. Commissions and other non-banking fees increased slightly from $555,000 for the three months ended June 30, 2002 to $650,000 for the same period in 2003.

The Company’s non interest income is composed of several components, some of which vary significantly between quarterly periods. Service charges on deposit accounts and other non- interest income generally reflect the Company’s growth, while fees for origination of mortgage loans, trust fees and commissions and other non banking fees will often reflect stock and home mortgage market conditions and fluctuate more widely from period to period.
 
Non-interest Expense. Non-interest expense increased from $4.9 million for the three months ended June 30, 2002, to $5.9 million for the same period in 2003. Salaries and employee benefits increased from $3.0 million for the three months ended June 30, 2002 to $3.9 million for the same period in 2003 primarily as a result of increased staffing. Increased mortgage loan production and insurance sales resulted in increased commissions and related benefits. The increases in other expenses were primarily due to increased loan and deposit activity.

Income taxes. The provision for income taxes was $811,000 for the three months ended June 30, 2003, compared to $676,000 for the same period in 2002.

 
  9  

 
 
Comparison of Operating Results for the Six Months Ended June 30, 2003 and June 30, 2002.

Net Income. Net income was $2.4 million for the six months ended June 30, 2003 compared to $2.2 million for the six months ended June 30, 2002. Return on average assets was 1.09% for both the six months ended June 30, 2002 and June 30, 2003. Return on average equity increased from 9.29% for the six months ended June 30, 2002, to 9.66% for the same period in 2003. Earnings per share increased from $0.34 per diluted share for the six months ended June 30, 2002, to $0.37 per diluted share for the same period in 2003. This increase was primarily a result of higher non-interest income and a lower provision for loan losses. These increases were partially offset by higher non-interest expenses and a lower net interest income.

Net Interest Income. Net interest income decreased $200,000 from $8.1 million for the six months ended June 30, 2002, to $7.9 million for the same period in 2003. Interest rate spread decreased from 4.08% for the six months ended June 30, 2002, to 3.73% for the same period in 2003. Net interest margin decreased from 4.44% for the six months ended June 30, 2002, to 3.99% for the same period in 2003. The ratio of average interest-earning assets to average interest-bearing liabilities decreased from 118.75% for the three months ended June 30, 2002, to 116.96% for the same period in 2003.

Interest income decreased 7.63% to $10.9 million for the six months ended June 30, 2003, from $11.8 million for the same period in 2002 as a result of lower interest rates. Interest on loans decreased from $10.5 million for the six months ended June 30, 2002, to $10.1 million for the same period in 2003. Average loans outstanding increased from $289.0 million for the six months ended June 30, 2002, to $319.0 million for the same period in 2003. The average yield decreased from 7.35% for the six months ended June 30, 2002, to 6.36% for the same period in 2003. Income on all other investments consisting of mortgage backed securities, other investments, Federal Home Loan Bank and Federal Reserve Bank stock, bank deposits and federal funds decreased from $1.3 million for the six months ended June 30, 2002, to $816,000 for the same period in 2003. Average investments increased from $78.5 million for the six months ended June 30, 2002, to $81.5 million for the same period in 2003. The average yield decreased from 3.27% for the six months ended June 30, 2002, to 2.00% for the same period in 2003.

Interest expense decreased from $3.7 million for the six months ended June 30, 2002, to $3.0 million for the same period in 2003. Average interest-bearing deposits increased from $308.5 million for the six months ended June 30, 2002, to $339.6 million for the same period in 2003. The average cost of deposits decreased from 2.41% for the six months ended June 30, 2002, to 1.73% for the same period in 2003. Average borrowings increased from $982,000 at an average cost of 2.26% for the six months ended June 30, 2002 to $2.9 million at an average cost of 3.37% for the same period in 2003. The total cost of funds decreased from 2.40% for the six months ended June 30, 2002, to 1.75% for the same period in 2003. Average interest-bearing liabilities increased from $309.5 million for the six months end ed June 30, 2002, to $342.5 million for the same period in 2003.

Provision for Loan Losses. Provision for loan losses are charges to earnings to bring the total allowance for loan losses to a level considered by management as adequate to provide for estimated loan losses based on management’s evaluation of the collectibility of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific impaired loans and economic conditions. Management also considers the level of problem assets, giving greater weight to the level of classified assets than to the level of nonperforming assets because classified assets include not only nonperforming assets but also performing assets that otherwise exhibit, in management’s judgment, potential credit weaknesses.

The provision for loan losses decreased from $163,000 for the six months ended June 30, 2002 to $101,000 for the same period in 2003. Management deemed the allowance for loan losses adequate at June 30, 2003.

Non-interest Income. Non-interest income increased from $5.2 million for the six months ended June 30, 2002, to $7.6 million for the same period in 2003. In the mortgage banking segment, net gain on sale of loans increased from $1.2 million for the six months ended June 30, 2002, to $3.0 million for the same period in 2003. The higher gain in 2003 was a result of increased volume. Loan servicing fees increased slightly from $124,000 for the six months ended June 30, 2002, to $131,000 for the same period in 2003. In the banking segment, deposit fees and other operating incomes increased from $1.8 million for the six months ended June 30, 2002, to $2.2 million for the same period in 2003. This increase was a result of growth in the number of transaction accounts and increased charges. In the tru st segment, trust fees decreased from $552,000 for the six months ended June 30, 2002, to $494,000 for the same period in 2003 as a result of declines in market values of trust assets under management. Commissions and other non-banking fees were $1.4 million for the six months ended June 30, 2003 compared to $1.1 million for the same period in 2002.

The Company’s non interest income is composed of several components, some of which vary significantly between quarterly periods. Service charges on deposit accounts and other non- interest income generally reflect the Company’s growth, while fees for origination of mortgage loans, trust fees and commissions and other non banking fees will often reflect stock and home mortgage market conditions and fluctuate more widely from period to period.

Non-interest Expense. Non-interest expense increased from $9.4 million for the six months ended June 30, 2002, to $11.5 million for the same period in 2003. Salaries and employee benefits increased from $5.8 million for the six months ended June 30, 2002 to $7.5 million for the same period in 2003 primarily as a result of increased staffing. Increased mortgage loan production and insurance sales resulted in increased commissions and related benefits. The increases in other expenses were primarily due to increased loan and deposit activity.

Income taxes. The provision for income taxes was $1.5 million for the six months ended June 2002 and 2003.

Liquidity and Capital Resources
 
The Company’s primary sources of funds are customer deposits, proceeds from loan principal and interest payments, sale of loans, maturing securities and Federal Home Loan Bank (FHLB) of Cincinnati advances. While maturities and scheduled amortization of loans are a predictable source of funds, deposit flows and mortgage prepayments are influenced greatly by general interest rates, other economic conditions, and competition. The Company and the Bank generally maintain sufficient cash and short-term investments to meet short-term liquidity needs. At June 30, 2003, cash and cash equivalents totaled $51.5 million or 10.86% of total assets, and investment securities available–for–sale totaled $53.3 million. At June 30, 2003, the Bank also maintained, but did not draw upon, a line of credit with the FHLB of Cincinnati in the amount of $10.0 million.

As of June 30, 2003, the Company and the Bank’s regulatory capital ratios were in excess of all applicable regulatory requirements. At June 30, 2003, under the regulations of the Federal Reserve Board, the Bank’s actual leverage, Tier 1 risk-based, and risked-based capital ratios were 9.39%, 12.69% and 13.94%, respectively, compared to requirements of 3.0%, 4.0% and 8.0%, respectively. At June 30, 2003, under the regulations of the Federal Reserve Board, the Company’s actual leverage, Tier 1 risk-based, and risked-based capital ratios were 11.04%, 15.13%, and 16.38%, respectively.

At June 30, 2003, the Bank had loan commitments of approximately $47.5 million. In addition, at June 30, 2003, the unused portion of lines of credit extended by the Bank was approximately $6.5 million for consumer loans and $23.7 million for commercial loans. Standby letters of credit and financial guarantees are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. Most guarantees extend from one to two years. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. At June 30, 2003, the Bank had $6.5 mil lion of letters of credit outstanding. The adoption of the requirements of FASB Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, did not have a material impact on the consolidated financial statements as of or for the three and six months ended June 30, 2003.

Impact of Inflation and Changing Prices

The consolidated financial statements of the Company and notes thereto, presented elsewhere herein, have been prepared in accordance with U.S. GAAP, which require the measurement of financial condition and operating results in terms of historical dollars without considering the change in relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of the Company’s operations. Unlike most industrial companies, nearly all the assets and liabilities of the Company are financial. As a result, interest rates have a greater impact on the Company’s performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

 
  10  

 
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a financial institution, the Company’s primary component of market risk is interest rate risk. Ultimately, fluctuations in interest rates will impact liquidity, the level of income and expense recorded on most of the Company’s assets and liabilities, and the market value of interest-earning assets and interest-bearing liabilities. The Company is not subject to foreign exchange or commodity price risk. The Company does not own any trading assets.

Interest rate risk is managed by management in accordance with policies approved by the Bank’s Board of Directors. Management formulates strategies based on appropriate levels of interest rate risk. In determining the appropriate level of interest rate risk, management considers the impact on earnings and capital of the current outlook on interest rates, potential changes in interest rates, regional economy, liquidity, business strategies and other factors. Management meets regularly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market value of assets and liabilities, unrealized gains and losses, purchase and sales activities, commitments to originate loans and the maturities of investments. Management uses an analysis of r elationships between interest-earning assets and interest-bearing liabilities to manage interest rate risk.

The following table presents the Company's repricing gap at June 30, 2003. The table indicates that at June 30, 2003 the Company was asset sensitive up to one year and had a positive cumulative GAP for all time periods. This would indicate an increase in earnings in a rising rate environment.

 
 
Within
Six
Months
Six
Months
to One
Year
After
One to
Three
Years
After
Three
to Five
Years
Over
Ten
Years
Total
   





 
 
(in thousands)
Interest-earning assets:
   
 
   
 
   
 
   
 
   
 
   
 
 
Loans receivable, net
 
$
117,842
   
44,740
   
53,746
   
93,557
   
23,064
   
332,949
 
FHLB & FRB stock
   
2,929
   
-
   
-
   
-
   
-
   
2,929
 
Investment securities available-for-sale
   
32,193
   
11,142
   
4,823
   
5,090
   
86
   
53,334
 
Interest-bearing deposits with other
   
 
   
 
   
 
   
 
   
 
   
 
 
financial institutions
   
24,683
   
-
   
-
   
-
   
-
   
24,683
 
   
 
 
 
 
 
 
Total rate sensitive assets
 
$
177,647
   
55,882
   
58,569
   
98,647
   
23,150
   
413,895
 
   
 
 
 
 
 
 
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Interest-bearing liabilities:
   
 
   
 
   
 
   
 
   
 
   
 
 
Deposits:
   
 
   
 
   
 
   
 
   
 
   
 
 
Savings deposits
 
$
2,077
   
2,077
   
8,308
   
8,308
   
-
   
20,770
 
Demand deposits
   
112,430
   
7,245
   
28,981
   
28,982
   
-
   
177,638
 
Certificates of deposit
   
55,047
   
41,510
   
32,757
   
18,841
   
22
   
148,177
 
Borrowings
   
27
   
27
   
1,109
   
1,109
   
644
   
2,916
 
   
 
 
 
 
 
 
Total rate sensitive liabilities
 
$
169,581
   
50,859
   
71,155
   
57,240
   
666
   
349,501
 
   
 
 
 
 
 
 
Excess (deficiency) of interest sensitive
   
 
   
 
   
 
   
 
   
 
   
 
 
assets over interest sensitive liabilities
 
$
8,066
   
5,023
   
(12,586
)
 
41,407
   
22,484
   
64,394
 
Cumulative excess (deficiency) of
   
 
   
 
   
 
   
 
   
 
   
 
 
interest sensitive assets
 
$
8,066
   
13,089
   
503
   
41,910
   
64,394
   
64,394
 
Cumulative ratio of interest-earning assets
   
 
   
 
   
 
   
 
   
 
   
 
 
to interest-bearing liabilities
   
104.76
%
 
105.94
%
 
100.17
%
 
112.01
%
 
118.42
%
 
118.42
%
Interest sensitivity gap to total rate sensitive assets
   
1.95
%
 
1.21
%
 
(3.04)
%
 
10.00
%
 
5.43
%
 
15.56
%
Ratio of interest-earning assets to
   
 
   
 
   
 
   
 
   
 
   
 
 
interest -bearing liabilities
   
104.76
%
 
109.88
%
 
82.31
%
 
172.34
%
 
3,475.98
%
 
118.42
%
Ratio of cumulative gap to total rate sensitive assets
   
1.95
%
 
3.16
%
 
0.12
%
 
10.13
%
 
15.56
%
 
15.56
%

The gap analysis provides the basis for more detailed analysis in a simulation model. Also gap results are popular rate risk indicators. However, to truly evaluate the impact of rate change on income, simulation is the best technique because variables are changed for various rate conditions. Each category’s interest change is calculated as rates ramp up and down. In addition the prepayment speeds and repricing speeds are changed.

Rate Shock is a method for stress testing the Net Interest Margin (NIM) over the next four quarters under several rate change levels. These levels span four 100 basis point increments up and down from the current interest rates. In order to simulate activity, maturing balances are replaced with new balances at the new rate level and repricing balances are adjusted to the new rate shock level. The interest is recalculated for each level along with the new average yield. NIM is then calculated and a margin risk profile is developed. This simulation reveals that the Bank will experience a loss in Net Interest Income if rates decline in the next year. The magnitude and severity of potential loss for a 100 basis point decline in rates under projected growth conditions would be a decline of 13 basis points.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures.

In accordance with Rule 13a- 15(b) of the Securities Exchange Act of 1934(the "Exchange Act"), an evaluation was carried out with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a- 15(e) and 15 d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon their evaluation of these disclosure controls and procedures, the Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that material information relatin g to the Company, including its consolidated subsidiaries, was made known to them by others within those entities, particularly during the period in which this quarterly report on Form 10-Q was being prepared.

Changes in internal controls over financial reporting.

There was not any change in the Company’s internal control over financial reporting that occurred during the three months ended June 30, 2003 that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reporting.

 
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Part II. Other Information

Item 1. Legal Proceedings

None

Item 2. Changes in Securities and use of Proceeds

Not applicable

Item 3. Defaults Upon Senior Securities

Not applicable

Item 4. Submission of Matters to a Vote of Security Holders
 
On April 24, 2003 at the annual meeting of shareholders of Cavalry Bancorp, Inc. the following Directors were elected for three-year terms:

        Name
For
Withhold
Ronald F. Knight
5,589,866
9,720
Tim J. Durham
5,554,556
45,030
 
       There were no abstentions or broker non-votes.

       The term of the following directors continued after the meeting:

       Terry G. Haynes
       William H. Huddleston, IV
       Gary Brown
       Ed C. Loughry, Jr.
       William Kent Coleman
       James C. Cope
    
Item 5. Other Information

None

Item 6. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
  
   (a) Exhibits

31.1    CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2    CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1    CEO Certification Pursuant 18 U.S.C. Section 1350, Sarbanes – Oxley Act 2002
32.2    CFO Certification Pursuant 18 U.S.C. Section 1350, Sarbanes – Oxley Act 2002


(b) Reports on Form 8-K
 
The Company furnished a report on Form 8-K under Item 9 dated April 25, 2003, reporting the announcement of the Company’s earnings for the first quarter of 2003.
 
The Company filed a report on Form 8-K under Item 5 dated April 30, 2003 announcing the re-election of directors Tim J. Durham and Ronald F. Knight, each for three-year terms, at the Annual Stockholder’s Meeting held on April 24, 2003.    

Not withstanding the foregoing, information furnished under Items 9 and 12 of our current Reports on Form 8-K, including the related Exhibits, shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934.

 
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A signed original of this written statement required by Section 906 has been provided to Cavalry Bancorp, Inc. and will be retained by Cavalry Bancorp, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Pursuant to the requirements of section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



 
 
CAVALRY BANCORP, INC.
 
 
 
Date: August 8, 2003
by
                                               

 
 
Ed C. Loughry, Jr.
 
 
Chairman of the Board and Chief Executive Officer


 

Date: August 8, 2003
by
         

 
 
Hillard C. Gardner
 
 
Senior Vice President and Chief Financial Officer
 
 
(Principal Financial and Accounting Officer)


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