##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 MARK ONE
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007
 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 2-90200
 FIRST MCMINNVILLE CORPORATION
  Tennessee
    
    62-1198119(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (IRS Employer Identification
Number)
 (Address of Principal Executive Offices and Zip Code)
 (Registrants Telephone Number, including area code)
  þ o
  o o þ
  o þ




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##### 



FIRST MCMINNVILLE CORPORATION
 FORM 10Q
 PART I: FINANCIAL INFORMATION
 Item 1. Financial Statements
  Consolidated
Balance Sheets  March 31, 2007 and December 31,
2006.
 Consolidated Statements of Earnings  For the three months ended March 31, 2007 and 2006.
 Consolidated Statements of Comprehensive Earnings  For the three months ended March 31, 2007
and 2006.
 Consolidated Statements of Cash Flows  For the three months ended March 31, 2007 and 2006.
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Item 3.
Quantitative and Qualitative Disclosures About Market Risk*
 
 *
    
    Certain of the Disclosures required by Item 3 are
incorporated by reference to Managements Discussion and Analysis of
Financial Condition and Results of Operations.Ex-31.1 Section 302 CertificationEx-31.2 Section 302 CertificationEx-32.1 Section 906 CertificationEx-32.2 Section 906 Certification Item 4. Controls and Procedures
 PART II: OTHER INFORMATION
 Item 1. Legal Proceedings
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Item 3. Defaults Upon Senior Securities
 Item 4. Submission of Matters to a Vote of Security Holders
 Item 5. Other Information
 Item 6. Exhibits
 Signatures
  2




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FIRST MCMINNVILLE CORPORATION
 
 Consolidated Balance Sheets
 March 31, 2007 and December 31, 2006
 (Unaudited)
 March 31,
    
    
    December 31,2007
    
    
    2006(In Thousands)AssetsLoans, less allowance for possible loan losses of $1,824,000 and
$1,812,000, respectively
    
    $
    158,852
    
    
    
    160,425Securities:Held-to-maturity, at cost (market value  $46,362,000 and
$50,170,000, respectively)
    
    
    45,881
    
    
    
    49,672Available-for-sale, at market (amortized cost  $87,477,000
and $85,484,000, respectively)
    
    
    85,484
    
    
    
    84,277Total securities
    
    
    131,365
    
    
    
    133,949Federal funds sold
    
    
    15,500
    
    
    
    10,000Interest-bearing deposits in financial institutions
    
    
    121
    
    
    
    60Restricted equity securities
    
    
    1,454
    
    
    
    1,434Total earning assets
    
    
    307,292
    
    
    
    305,868Cash and due from banks
    
    
    5,708
    
    
    
    7,828Premises and equipment, net
    
    
    1,644
    
    
    
    1,705Accrued interest receivable
    
    
    2,194
    
    
    
    2,048Deferred tax asset, net
    
    
    706
    
    
    
    405Foreclosed assets
    
    
    13
    
    
    
    221Other assets
    
    
    648
    
    
    
    370Total assets
    
    $
    318,205
    
    
    
    318,445Liabilities and Stockholders EquityDeposits
    
    $
    241,171
    
    
    
    239,231Securities sold under repurchase agreements
    
    
    19,122
    
    
    
    20,828Advances from Federal Home Loan Bank
    
    
    1,000
    
    
    
    1,000Accrued interest and other liabilities
    
    
    2,400
    
    
    
    3,563Total liabilities
    
    
    263,693
    
    
    
    264,622Stockholders equity:Common stock, no par value; authorized 5,000,000 shares,
issued 1,251,841 and 1,243,683 shares respectively
    
    
    4,280
    
    
    
    4,040Additional paid-in capital
    
    
    48
    
    
    
    43Retained earnings
    
    
    56,727
    
    
    
    55,759Net unrealized losses on available-for-sale securities, net of
income taxes of $763,000 and $462,000, respectively
    
    
    (1,230
    )
    
    
    (745
    )59,825
    
    
    
    59,097Less cost of treasury stock of 212,443 shares and 211,689 shares,
respectively
    
    
    (5,313
    )
    
    
    (5,274
    )Total stockholders equity
    
    
    54,512
    
    
    
    53,823COMMITMENTS AND CONTINGENT LIABILITIESTotal liabilities and stockholders equity
    
    $
    318,205
    
    
    
    318,445
  3




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FIRST MCMINNVILLE CORPORATION
 
 Consolidated Statements of Earnings
 Three Months Ended March 31, 2007 and 2006
 (Unaudited)
 2007
    
    
    2006(In ThousandsExcept Per Share Amounts)Interest income:Interest and fees on loans
    
    $
    2,914
    
    
    
    2,644Interest and dividends on securities:Taxable securities
    
    
    1,046
    
    
    
    1,109Exempt from Federal income taxes
    
    
    324
    
    
    
    353Interest on federal funds sold
    
    
    218
    
    
    
    14Interest on interest-bearing deposits in other banks and other interest
    
    
    1
    
    
    
    Total interest income
    
    
    4,503
    
    
    
    4,120Interest expense:Interest on negotiable order of withdrawal accounts
    
    
    64
    
    
    
    67Interest on money market demand and savings accounts
    
    
    154
    
    
    
    156Interest on certificates of deposit
    
    
    1,719
    
    
    
    1,332Interest on securities sold under repurchase agreements and
short term borrowings
    
    
    145
    
    
    
    114Interest on advances from Federal Home Loan Bank
    
    
    14
    
    
    
    14Total interest expense
    
    
    2,096
    
    
    
    1,683Net interest income before provision for possible loan losses
    
    
    2,407
    
    
    
    2,437Provision for possible loan losses
    
    
    
    
    
    
    Net interest income after provision for possible loan losses
    
    
    2,407
    
    
    
    2,437Non-interest income:Service charges on deposit accounts
    
    
    106
    
    
    
    99Other fees and commissions
    
    
    43
    
    
    
    40Commissions and fees on fiduciary activities
    
    
    11
    
    
    
    10160
    
    
    
    149Non-interest expense:Salaries and employee benefits
    
    
    769
    
    
    
    717Occupancy expenses, net
    
    
    54
    
    
    
    51Furniture and equipment expense
    
    
    21
    
    
    
    25Data processing expense
    
    
    78
    
    
    
    79FDIC insurance
    
    
    7
    
    
    
    8Other operating expenses
    
    
    243
    
    
    
    2471,172
    
    
    
    1,127Earnings before income taxes
    
    
    1,395
    
    
    
    1,459Income taxes
    
    
    427
    
    
    
    482Net earnings
    
    $
    968
    
    
    
    977Basic earnings per common share
    
    $
    .94
    
    
    
    .95Diluted earnings per common share
    
    $
    .92
    
    
    
    .93Dividends per share
    
    $
    
    
    
    
    
  4




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FIRST MCMINNVILLE CORPORATION
 
 Consolidated Statements of Comprehensive Earnings
 Three Months Ended March 31, 2007 and 2006
 (Unaudited)
 2007
    
    
    2006(In Thousands)Net earnings
    
    $
    968
    
    
    
    977Other comprehensive earnings, net of tax:Unrealized losses on available-for-sale securities arising
during period, net of income taxes of $300,000 and
$47,000, respectively
    
    
    (485
    )
    
    
    (76
    )Comprehensive earnings
    
    $
    483
    
    
    
    901
  5




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FIRST MCMINNVILLE CORPORATION
 
 Consolidated Statements of Cash Flows
 Three Months Ended March 31, 2007 and 2006
 Increase (Decrease) in Cash and Cash Equivalents
 (Unaudited)
 2007
    
    
    2006(In Thousands)Cash flows from operating activities:Interest received
    
    $
    4,225
    
    
    
    3,815Fees and commissions received
    
    
    160
    
    
    
    149Interest paid
    
    
    (2,272
    )
    
    
    (1,525
    )Cash paid to suppliers and employees
    
    
    (1,333
    )
    
    
    (1,056
    )Income taxes paid
    
    
    (88
    )
    
    
    (97
    )Net cash provided by operating activities
    
    
    692
    
    
    
    1,286Cash flows from investing activities:Proceeds from maturities and calls of held-to-maturity securities
    
    
    3,915
    
    
    
    3,515Proceeds from maturities and calls of available-for-sale securities
    
    
    4,000
    
    
    
    500Purchase of available-for-sale securities
    
    
    (6,005
    )
    
    
    Repayment of loans, net of advances to customers
    
    
    1,702
    
    
    
    3,517Proceeds from sale of foreclosed assets
    
    
    65
    
    
    
    Decrease (increase) in interest bearing deposits in financial
institutions
    
    
    (61
    )
    
    
    15Purchases of premises and equipment
    
    
    
    
    
    
    (70
    )Net cash provided by investing activities
    
    
    3,616
    
    
    
    7,477Cash flows from financing activities:Net increase in non-interest bearing, savings and NOW
deposit accounts
    
    
    1,389
    
    
    
    212Net increase in time deposits
    
    
    551
    
    
    
    2,005Net decrease in securities sold under repurchase agreement
    
    
    (1,706
    )
    
    
    (207
    )Repayment of federal funds purchased
    
    
    
    
    
    
    (4,300
    )Dividends paid
    
    
    (1,362
    )
    
    
    (1,360
    )Proceeds from issuance of common stock
    
    
    240
    
    
    
    52Payments to acquire treasury stock
    
    
    (40
    )
    
    
    (56
    )Net cash used in financing activities
    
    
    (928
    )
    
    
    (3,654
    )Net increase in cash and cash equivalents
    
    
    3,380
    
    
    
    5,109Cash and cash equivalents at beginning of period
    
    
    17,828
    
    
    
    5,649Cash and cash equivalents at end of period
    
    $
    21,208
    
    
    
    10,758
  6




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FIRST MCMINNVILLE CORPORATION
 Consolidated Statements of Cash Flows, Continued
 Three Months Ended March 31, 2007 and 2006
 Increase (Decrease) in Cash and Cash Equivalents
 (Unaudited)
 2007
    
    
    2006(In Thousands)Reconciliation of net earnings to net cash provided by
operating activities:Net earnings
    
    $
    968
    
    
    
    977Adjustments to reconcile net earnings to net cash
provided by operating activities:Depreciation
    
    
    61
    
    
    
    58Amortization and accretion, net
    
    
    (112
    )
    
    
    (56
    )Loss on sale of foreclosed assets
    
    
    14
    
    
    
    FHLB dividend reinvestment
    
    
    (20
    )
    
    
    (19
    )Stock-based compensation expense
    
    
    5
    
    
    
    Decrease (increase) in other assets, net
    
    
    (290
    )
    
    
    21Increase (decrease) in other liabilities
    
    
    388
    
    
    
    377Increase in interest receivable
    
    
    (146
    )
    
    
    (230
    )Increase (decrease) in interest payable
    
    
    (176
    )
    
    
    158Total adjustments
    
    
    (276
    )
    
    
    309Net cash provided by operating activities
    
    $
    692
    
    
    
    1,286Supplemental schedule of non-cash activities:Unrealized loss in value of securities available-for-sale,
net of income taxes of $300,000 and $47,000, respectively
    
    $
    (485
    )
    
    
    (76
    )Other real estate transferred to loans
    
    $
    194
    
    
    
    
  7




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FIRST MCMINNVILLE CORPORATION
 Notes to Consolidated Financial Statements
 (Unaudited)
 Basis of Presentation
    8




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FIRST MCMINNVILLE CORPORATION
 FORM 10-Q, CONTINUED
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
  Cautionary Note Concerning Forward-Looking Statements
  9




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FIRST MCMINNVILLE CORPORATION
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations,
Continued
 Liquidity and Interest Rate Sensitivity Management
       10




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FIRST MCMINNVILLE CORPORATION
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations,
Continued
 Liquidity and Interest Rate Sensitivity Management, Continued
      11




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FIRST MCMINNVILLE CORPORATION
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations,
Continued
 Capital Resources
     12




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FIRST MCMINNVILLE CORPORATION
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations,
Continued
 Results of Operations
       (In Thousands)March 31,
    
    
    December 31,2007
    
    
    2006Commercial, financial and agricultural
    
    $
    21,154
    
    
    
    22,068Real estate  construction
    
    
    7,075
    
    
    
    8,100Real estate  mortgage
    
    
    129,973
    
    
    
    129,438Consumer
    
    
    2,474
    
    
    
    2,631$
    160,676
    
    
    
    162,237
  13




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FIRST MCMINNVILLE CORPORATION
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations,
Continued
 Results of Operations, Continued
      14




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FIRST MCMINNVILLE CORPORATION
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations,
Continued
 Results of Operations, Continued
    (In Thousands)March 31,
    
    December 31,2007
    
    2006Recorded investment
    
    $
    4,671
    
    
    
    5,192Allowance for loan losses
    
    $
    685
    
    
    
    700
    March 31, 2007
    
    
    December 31, 2006Past Due
    
    
    
    
    
    
    Past Due90 Days
    
    
    Non-Accrual
    
    
    90 Days
    
    
    Non-Accrual(In Thousands)
    
    
    (In Thousands)Real estate loans
    
    $
    149
    
    
    
    
    
    
    
    78
    
    
    
    Installment loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    149
    
    
    
    
    
    
    
    78
    
    
    
    Renegotiated loans
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
 15




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FIRST MCMINNVILLE CORPORATION
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations,
Continued
 Results of Operations, Continued
  Three Months EndedMarch 31,2007
    
    
    2006(In Thousands)Balance, January 1, 2007 and 2006, respectively
    
    $
    1,812
    
    
    
    1,816Add (deduct):Losses charged to allowance
    
    
    
    
    
    
    Recoveries credited to allowance
    
    
    8
    
    
    
    10Reclassification of allowance for off-balance
sheet credit losses
    
    
    4
    
    
    
    Balance, March 31, 2007 and 2006, respectively
    
    $
    1,824
    
    
    
    1,826
   16




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FIRST MCMINNVILLE CORPORATION
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations,
Continued
 Results of Operations, Continued
  March 31, 2007(In Thousands)SpecialTotal
    
    
    Mention
    
    
    Substandard
    
    
    DoubtfulCommercial, financial and
agricultural
    
    $
    124
    
    
    
    74
    
    
    
    50
    
    
    
    Real estate mortgage
    
    
    13,497
    
    
    
    5,362
    
    
    
    8,135
    
    
    
    Real estate construction
    
    
    139
    
    
    
    139
    
    
    
    
    
    
    
    Consumer
    
    
    34
    
    
    
    
    
    
    
    34
    
    
    
    $
    13,794
    
    
    
    5,575
    
    
    
    8,219
    
    
    
    
 December 31, 2006(In Thousands)SpecialTotal
    
    
    Mention
    
    
    Substandard
    
    
    DoubtfulCommercial, financial and
agricultural
    
    $
    167
    
    
    
    77
    
    
    
    90
    
    
    
    Real estate mortgage
    
    
    13,401
    
    
    
    5,366
    
    
    
    8,035
    
    
    
    Real estate construction
    
    
    19
    
    
    
    19
    
    
    
    
    
    
    
    Consumer
    
    
    46
    
    
    
    
    
    
    
    46
    
    
    
    $
    13,633
    
    
    
    5,462
    
    
    
    8,171
    
    
    
    
  17




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FIRST MCMINNVILLE CORPORATION
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations,
Continued
 Results of Operations, Continued
   March 31, 2007
    
    
    December 31, 2006Percent of
    
    
    
    
    
    
    Percent ofLoans In
    
    
    
    
    
    
    Loans InIn
    
    
    Each Category
    
    
    In
    
    
    Each CategoryThousands
    
    
    To Total Loans
    
    
    Thousands
    
    
    To Total LoansCommercial, financial and
agricultural
    
    $
    47
    
    
    
    13
    %
    
    $
    66
    
    
    
    14
    %Real estate construction
    
    
    15
    
    
    
    4
    
    
    
    3
    
    
    
    5Real estate mortgage
    
    
    1,727
    
    
    
    81
    
    
    
    1,705
    
    
    
    80Consumer
    
    
    35
    
    
    
    2
    
    
    
    38
    
    
    
    1$
    1,824
    
    
    
    100
    %
    
    $
    1,812
    
    
    
    100
    %
      18




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##### Table of Contents



FIRST MCMINNVILLE CORPORATION
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations,
Continued
 Results of Operations, Continued
    (In Thousands, except share and per share amounts)
    
    2007
    
    
    2006Basic EPS Computation:Numerator  income available to common
shareholders
    
    $
    968
    
    
    $
    977Denominator  weighted average number of
common shares outstanding
    
    
    1,034,475
    
    
    
    1,030,876Basic earnings per common share
    
    $
    .94
    
    
    $
    .95Diluted EPS Computation:Numerator
    
    $
    968
    
    
    $
    977Denominator:Weighted average number of common shares
outstanding
    
    
    1,034,475
    
    
    
    1,030,876Dilutive effect of stock options
    
    
    13,582
    
    
    
    19,3461,048,057
    
    
    
    1,050,222Diluted earnings per common share
    
    $
    .92
    
    
    $
    .93
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##### Table of Contents



FIRST MCMINNVILLE CORPORATION
 FORM 10-Q, CONTINUED
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations,
Continued
 Stock Option Plan
    Impact of Inflation
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  20




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FIRST MCMINNVILLE CORPORATION
 FORM 10-Q, CONTINUED
 Item 3. Quantitative and Qualitative Disclosures About Market Risk, Continued
    
 Item 4. Controls and Procedures
    21




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PART II. OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  Item 1A. RISK FACTORS
 Registrant incorporates herein by reference Item 1A. Risk
Factors from its most recently filed Annual Report on Form 10-K.
 
 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 (a)
    
    Shares of the Companys common stock were issued to Directors and/or
Employees pursuant to the Companys Stock Option Plan as follows:
 Number of Shares ofDate of Sale
    
    Common Stock Sold
    
    Price Per ShareJanuary 22, 2007
    
    
    118
    
    
    $
    29.08February 2, 2007
    
    
    2,000
    
    
    $
    29.08February 14, 2007
    
    
    2,160
    
    
    $
    29.08February 21, 2007
    
    
    100
    
    
    $
    29.08March 1, 2007
    
    
    180
    
    
    $
    29.08March 13, 2007
    
    
    500
    
    
    $
    34.93March 16, 2007
    
    
    100
    
    
    $
    29.08March 20, 2007
    
    
    3,000
    
    
    $
    29.08
 The aggregate proceeds of the shares sold were $240,160.There were no underwriters and no underwriting discounts or commissions. All
sales were for cash.The Company believes that an exemption from registration of these shares was
available to the Company in that the issuance thereof did not constitute a public
offering of securities within the meaning of Section 4 (2) of the Securities Act
of 1933, as amended.The securities sold are not convertible.The proceeds of the sales are being used by the Company for general corporate
purposes.(b)
    
    Not Applicable.
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PART II. OTHER INFORMATION, CONTINUED
 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS, CONTINUED
 (c)
    
    The Issuer repurchased 754 of its common shares in the first quarter of
this fiscal year, which ended March 31, 2007.
 (c)
    
    
    (d)Total Number
    
    
    Maximumof Shares
    
    
    Number (orPeriod Covered
    
    
    
    
    
    
    
    
    
    (or Units)
    
    
    Approximateby this Report -
    
    (a)
    
    
    
    
    
    
    Purchased as
    
    
    Dollar Value)First Fiscal
    
    Total Number
    
    
    (b)
    
    
    Part of Publicly
    
    
    of SharesQuarter of 2007
    
    of Shares
    
    
    Average Price
    
    
    Announced
    
    
    (or Units)(January 1
    
    (or Units)
    
    
    Paid Per
    
    
    Plans
    
    
    that May Yetthrough March 31)
    
    Purchased
    
    
    Share (or Unit)
    
    
    or Programs
    
    
    Be PurchasedJanuary 1 - 31
    
    
    750
    *
    
    $
    52.82
    
    
    
    *
    
    
    
    *February 1 - 28
    
    
    4
    *
    
    
    53.17
    
    
    
    *
    
    
    
    *March 1 - 31
    
    
    
    *
    
    
    
    
    
    
    *
    
    
    
    *Total
    
    
    754
    *
    
    $
    52.82
    
    
    
    *
    
    
    
    *
 
 *
    
    The Issuer purchases shares of its stock from time to time in order to provide some liquidity in the
stock. The Issuer does not solicit such purchases. There is no preset number of shares that the Issuer
will purchase and no plan or program of repurchases. Because there is no established public trading
market, the Issuer has historically acted as the purchaser of last resort to provide some liquidity in
the shares, paying book value, as calculated by it, for shares based on the book value as of the
immediately preceding month end (unaudited). The Issuer does not encourage such sales to it and does not
compete in any manner in effecting such purchases.  
 Item 3. DEFAULTS UPON SENIOR SECURITIES
   
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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PART II. OTHER INFORMATION, CONTINUED
 
 Item 5. OTHER INFORMATION
   
 Item 6. EXHIBITS
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SIGNATURES
  FIRST MCMINNVILLE CORPORATION(Registrant)DATE: May 11, 2007
    
    
    
    /s/ Thomas D. VanceThomas D. VancePresident and Chief Executive OfficerDATE: May 11, 2007
    
    
    
    /s/ Kenny D. NealKenny D. NealChief Financial and Accounting Officer
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