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
<TABLE> Eagle Financial Services, Inc. and Subsidiary Consolidated Statements of Shareholders' Equity For the Three Months Ended March 31, 2002 and 2001 <CAPTION> Accumulated Other Common Retained Comprehensive Comprehensive Stock Surplus Earnings Income Income Total ------------- ------------- ------------- ------------- ------------- ------------ <S> <C> <C> <C> <C> <C> <C> 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 ============= ============= ============= ============= ============= </TABLE> 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 <TABLE> <CAPTION> Mar 31, 2002 Mar 31, 2001 Dec 31, 2001 -------------- -------------- -------------- <S> <C> <C> <C> 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 ============== ============== ============== </TABLE> (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