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