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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-Q MARK ONE x
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIODFROM ____________TO ____________
 Commission File Number 2-90200 FIRST MCMINNVILLE CORPORATION  Tennessee
    
    62-1198119(State or Other Jurisdiction of
    
    (IRS Employer IdentificationIncorporation or Organization)
    
    Number)
 200 East Main Street, McMinnville, TN 37110   (931) 473-4402   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 (2) 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 Rule 12b-2 of
the Exchange Act). YES o      NO x Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date. Common stock outstanding: 1,039,375 shares at May 11, 2005




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PART I: FINANCIAL INFORMATIONItem 1. Financial StatementsThe unaudited consolidated financial statements of the registrant and its wholly-owned subsidiary,
First National Bank of McMinnville (Bank) and the Banks wholly-owned subsidiary, First Community
Title & Escrow Company, are as follows:Consolidated Balance Sheets  March 31, 2005 and December 31, 2004.Consolidated Statements of Earnings  For the three months ended March 31, 2005 and 2004.Consolidated Statements of Comprehensive Earnings  For the three months ended March 31, 2005
and 2004.Consolidated Statements of Cash Flows  For the three months ended March 31, 2005 and 2004.Item 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 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.Item 4. Controls and ProceduresPART II: OTHER INFORMATIONItem 1. Legal ProceedingsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Submission of Matters to a Vote of Security HoldersItem 5. Other InformationItem 6. ExhibitsSignaturesEX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32 SECTION 906 CERTIFICTIONS OF THE CEO & CFO
 2




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PART I: FINANCIAL INFORMATION 
 Item 1. Financial Statements FIRST MCMINNVILLE CORPORATION 
 Consolidated Balance Sheets March 31, 2005 and December 31, 2004 (Unaudited) March 31,
    
    
    December 31,2005
    
    
    2004(In Thousands)AssetsLoans
    
    $
    146,901
    
    
    
    149,116Less: Allowance for loan losses
    
    
    (1,834
    )
    
    
    (1,816
    )Net loans
    
    
    145,067
    
    
    
    147,300Securities:Held  to  maturity, at cost (market value  $58,795,000 and
$58,547,000, respectively)
    
    
    58,037
    
    
    
    57,126Available-for-sale, at market (amortized cost  $88,477,000
and $88,796,000, respectively)
    
    
    86,675
    
    
    
    88,199Restricted equity securities
    
    
    1,315
    
    
    
    1,303Federal funds sold
    
    
    2,500
    
    
    
    6,000Interest bearing deposits in financial institutions
    
    
    22
    
    
    
    25Total earning assets
    
    
    293,616
    
    
    
    299,953Cash and due from banks
    
    
    6,924
    
    
    
    4,220Bank premises and equipment, net of accumulated depreciation
    
    
    1,712
    
    
    
    1,782Accrued interest receivable
    
    
    1,856
    
    
    
    1,713Deferred tax asset, net
    
    
    728
    
    
    
    267Other real estate
    
    
    147
    
    
    
    190Other assets
    
    
    386
    
    
    
    409Total assets
    
    $
    305,369
    
    
    
    308,534Liabilities and Stockholders EquityDeposits
    
    $
    226,176
    
    
    
    226,588Securities sold under repurchase agreements
    
    
    26,389
    
    
    
    28,633Advances from Federal Home Loan Bank
    
    
    1,000
    
    
    
    1,000Accrued interest and other liabilities
    
    
    1,323
    
    
    
    2,234Total liabilities
    
    
    254,888
    
    
    
    258,455Stockholders equity:Common stock, no par value; authorized 5,000,000 shares,
issued 1,235,552 and 1,233,922 shares respectively
    
    
    3,793
    
    
    
    3,745Retained earnings
    
    
    52,170
    
    
    
    51,033Net unrealized gains on available-for-sale securities, net of
income taxes of $690,000 and $229,000, respectively
    
    
    (1,112
    )
    
    
    (369
    )54,851
    
    
    
    54,409Less cost of treasury stock of 193,867 shares and 193,062 shares,
respectively
    
    
    (4,370
    )
    
    
    (4,330
    )Total stockholders equity
    
    
    50,481
    
    
    
    50,079Total liabilities and stockholders equity
    
    $
    305,369
    
    
    
    308,534
 See accompanying notes to consolidated financial statements (unaudited). 3




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FIRST MCMINNVILLE CORPORATION 
 Consolidated Statements of Earnings Three Months Ended March 31, 2005 and 2004 (Unaudited) 2005
    
    
    2004(In ThousandsExcept Per Share Amounts)Interest income:Interest and fees on loans
    
    $
    2,403
    
    
    
    2,455Interest and dividends on securities:Taxable securities
    
    
    930
    
    
    
    837Exempt from Federal income taxes
    
    
    369
    
    
    
    397Interest on federal funds sold
    
    
    39
    
    
    
    29Total interest income
    
    
    3,741
    
    
    
    3,718Interest expense:Interest on negotiable order of withdrawal accounts
    
    
    53
    
    
    
    50Interest on money market demand and savings accounts
    
    
    110
    
    
    
    88Interest on certificates of deposit
    
    
    903
    
    
    
    821Interest on securities sold under repurchase agreements and
short term borrowings
    
    
    88
    
    
    
    71Interest on advances from Federal Home Loan Bank
    
    
    14
    
    
    
    14Total interest expense
    
    
    1,168
    
    
    
    1,044Net interest income before provision for possible loan losses
    
    
    2,573
    
    
    
    2,674Provision for possible loan losses
    
    
    
    
    
    
    Net interest income after provision for possible loan losses
    
    
    2,573
    
    
    
    2,674Non-interest income:Service charges on deposit accounts
    
    
    129
    
    
    
    110Other fees and commissions
    
    
    47
    
    
    
    40Commissions and fees on fiduciary activities
    
    
    10
    
    
    
    9Securities gains
    
    
    4
    
    
    
    21190
    
    
    
    180Non-interest expense:Salaries and employee benefits
    
    
    716
    
    
    
    748Occupancy expenses, net
    
    
    56
    
    
    
    51Furniture and equipment expense
    
    
    30
    
    
    
    20Data processing expense
    
    
    75
    
    
    
    65FDIC insurance
    
    
    8
    
    
    
    9Other operating expenses
    
    
    231
    
    
    
    2491,116
    
    
    
    1,142Earnings before income taxes
    
    
    1,647
    
    
    
    1,712Income taxes
    
    
    510
    
    
    
    527Net earnings
    
    $
    1,137
    
    
    
    1,185Basic earnings per common share
    
    $
    1.09
    
    
    
    1.14Diluted earnings per common share
    
    $
    1.07
    
    
    
    1.12Dividends per share
    
    $
    
    
    
    
    
 See accompanying notes to consolidated financial statements (unaudited). 4




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FIRST MCMINNVILLE CORPORATION 
 Consolidated Statements of Comprehensive Earnings Three Months Ended March 31, 2005 and 2004 (Unaudited) 2005
    
    
    2004(In Thousands)Net earnings
    
    $
    1,137
    
    
    
    1,185Other comprehensive earnings, net of tax:Unrealized gains (losses) on available-for-sale securities arising
during period, net of income taxes of $459,000 and
$195,000, respectively
    
    
    (740
    )
    
    
    314Reclassification adjustment for gains included in net
earnings, net of taxes of $2,000 and $8,000, respectively
    
    
    (3
    )
    
    
    (13
    )Other comprehensive earnings loss
    
    
    (743
    )
    
    
    301Comprehensive earnings
    
    $
    394
    
    
    
    1,486
 See accompanying notes to consolidated financial statements (unaudited). 5




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FIRST MCMINNVILLE CORPORATION 
 Consolidated Statements of Cash Flows Three Months Ended March 31, 2005 and 2004 Increase (Decrease) in Cash and Cash Equivalents (Unaudited) 2005
    
    
    2004(In Thousands)Cash flows from operating activities:Interest received
    
    $
    3,460
    
    
    
    3,767Fees and commissions received
    
    
    186
    
    
    
    159Interest paid
    
    
    (673
    )
    
    
    (1,063
    )Cash paid to suppliers and employees
    
    
    (1,024
    )
    
    
    (893
    )Income taxes paid
    
    
    (533
    )
    
    
    (245
    )Net cash provided by operating activities
    
    
    1,416
    
    
    
    1,725Cash flows from investing activities:Proceeds from maturities and calls of held-to-maturity securities
    
    
    1,219
    
    
    
    3,485Proceeds from maturities and calls of available-for-sale securities
    
    
    3,820
    
    
    
    21,049Purchase of held-to-maturity securities
    
    
    (2,000
    )
    
    
    Purchase of available-for-sale securities
    
    
    (3,500
    )
    
    
    (23,210
    )Repayment of loans, net of advances to customers
    
    
    2,276
    
    
    
    183Decrease in interest bearing deposits in financial
institutions
    
    
    3
    
    
    
    36Proceeds from sale of other real estate
    
    
    
    
    
    
    24Purchases of premises and equipment
    
    
    (6
    )
    
    
    (14
    )Net cash provided by investing activities
    
    
    1,812
    
    
    
    1,553Cash flows from financing activities:Net increase (decrease) in non-interest bearing, savings
and NOW deposit accounts
    
    
    (599
    )
    
    
    2,247Net increase (decrease) in time deposits
    
    
    187
    
    
    
    (675
    )Increase
(decrease) in securities sold under repurchase agreement
    
    
    (2,244
    )
    
    
    407Dividends paid
    
    
    (1,376
    )
    
    
    (1,357
    )Proceeds from issuance of common stock
    
    
    48
    
    
    
    Payments to acquire treasury stock
    
    
    (40
    )
    
    
    (15
    )Net cash provided by (used in) financing activities
    
    
    (4,024
    )
    
    
    607Net increase (decrease) in cash and cash equivalents
    
    
    (796
    )
    
    
    3,885Cash and cash equivalents at beginning of period
    
    
    10,220
    
    
    
    13,084Cash and cash equivalents at end of period
    
    $
    9,424
    
    
    
    16,969
 See accompanying notes to consolidated financial statements (unaudited). 6




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FIRST MCMINNVILLE CORPORATION Consolidated Statements of Cash Flows, Continued Three Months Ended March 31, 2005 and 2004 Increase (Decrease) in Cash and Cash Equivalents (Unaudited) 2005
    
    
    2004(In Thousands)Reconciliation of net earnings to net cash provided by
operating activities:Net earnings
    
    $
    1,137
    
    
    
    1,185Adjustments to reconcile net earnings to net cash
provided by operating activities:Depreciation
    
    
    76
    
    
    
    72Amortization and accretion, net
    
    
    (126
    )
    
    
    (126
    )FHLB dividend reinvestment
    
    
    (12
    )
    
    
    (12
    )Securities gains
    
    
    (4
    )
    
    
    (21
    )Decrease in other assets, net
    
    
    23
    
    
    
    28Increase (decrease) in other liabilities
    
    
    (30
    )
    
    
    431Decrease (increase) in interest receivable
    
    
    (143
    )
    
    
    61Increase (decrease) in interest payable
    
    
    495
    
    
    
    (19
    )Total adjustments
    
    
    279
    
    
    
    414Net cash provided by operating activities
    
    $
    1,416
    
    
    
    1,599Supplemental schedule of non-cash activities:Unrealized gain (loss) in value of securities available-for-sale,
net of income taxes of $457,000 and income taxes of
$187,000, respectively
    
    $
    (743
    )
    
    
    301Loans transferred to other real estate
    
    $
    
    
    
    
    65Other real estate transferred to loans
    
    $
    43
    
    
    
    189
 See accompanying notes to consolidated financial statements (unaudited). 7




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FIRST MCMINNVILLE CORPORATION Notes to Consolidated Financial Statements (Unaudited) Basis of Presentation The unaudited consolidated financial statements include the accounts of First McMinnville
Corporation (Company or Registrant) and its wholly-owned subsidiary, First National Bank of
McMinnville (Bank) and the Banks wholly-owned subsidiary, First Community Title & Escrow Company. The accompanying consolidated financial statements have been prepared, without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, the statements contain all adjustments and disclosures necessary to
summarize fairly the financial position of the Company as of March 31, 2005 and December 31, 2004,
the results of operations for the three months ended March 31, 2005 and 2004, comprehensive
earnings for the three months ended March 31, 2005 and 2004 and changes in cash flows for the three
months ended March 31, 2005 and 2004. All significant intercompany transactions have been
eliminated. The interim consolidated financial statements should be read in conjunction with the
notes to the consolidated financial statements presented in the Companys Annual Report on Form
10-K for the year ended December 31, 2004. The results for interim periods are not necessarily
indicative of results to be expected for the complete fiscal year. 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 The purpose of this discussion is to provide insight into the financial condition and results
of operations of the Company and its subsidiary. This discussion should be read in conjunction
with the consolidated financial statements. Reference should also be made to the Companys Annual
Report on Form 10-K for the year ended December 31, 2004 for a more complete discussion of factors
that affect liquidity, capital and the results of operations. Cautionary Note Concerning Forward-Looking Statements In this Quarterly Report and in documents incorporated herein by reference, or to which we
refer, the Company may be communicate statements relating to anticipated future results of the Bank
or the Company that may be considered forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act). The Companys consolidated actual results may differ
materially from those included in such forward-looking statements, such as those described in Item
2 of Part I Managements Discussion and Analysis of Financial Condition and Results of Operation.
Forward-looking statements are typically identified by the words believe, expect, anticipate,
intend, estimate and similar expressions of belief, planning, and strategy. These statements may
relate to, among other things, loan loss reserve adequacy, changes in interest rates, the impact of
changes in interest rates, and litigation results. Actual results may differ materially from those
expressed or implied as a result of certain risks and uncertainties, including, but not limited to,
social, political and economic conditions, interest rate fluctuations, competition for loans,
mortgages, and other financial services and products, unforeseen changes in liquidity, results of
operations, and financial conditions affecting the Company and/or the Bank, and/or its customers,
as well as other risks that cannot be accurately quantified or definitively identified. Many
factors may affect our financial condition and profitability, including changes in economic
conditions, the volatility of and relative impact of particular interest rates, political events,
equity and fixed income market fluctuations, personal and corporate customers bankruptcies,
inflation, technological change, changes in law and regulation, regulatory issues and concerns,
changes in fiscal, monetary, regulatory and tax policies, monetary fluctuations, and success in
gaining regulatory approvals when required, as well as other risks and uncertainties and
competition from other providers of financial services simply cannot be predicted. Because these
factors are unpredictable and beyond our control, earnings may fluctuate from period to period.
The purpose of this type of information, such as that provided in this section, as well as other
portions of this Quarterly Report, is to provide reader of this report with information relevant to
understanding and assessing the financial condition and results of operations of the consolidated
Company and not to predict the future or to guarantee results. The Company does not intend, and
expressly disclaims any obligation, to publish revised forward-looking statements to reflect the
occurrence of changes or of unanticipated events, circumstances, or results. 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 The concept of liquidity involves the ability of the Company and its subsidiary to meet future
cash flow requirements, particularly those of customers who are either withdrawing funds from their
accounts or borrowing to meet their credit needs. Proper asset/liability management is designed to maintain stability in the balance of
interest-sensitive assets to interest-sensitive liabilities in order to provide a stable growth in
net interest margins. Earnings on interest-sensitive assets such as loans tied to the prime rate
of interest and federal funds sold, may vary considerably from fixed rate assets such as long-term
investment securities and fixed rate loans. Interest-sensitive liabilities such as large
certificates of deposit and money market certificates, generally require higher costs than fixed
rate instruments such as passbook savings. The Company maintains a formal asset and liability management process that is designed to
quantify, monitor and control interest rate risk and to assist management in maintaining stability
in the net interest margin under varying interest rate environments. The Company accomplishes this
process through the development and implementation of lending, funding and pricing strategies
designed to maximize net interest income under varying interest rate environments subject to
specific liquidity and interest rate risk guidelines. (Please refer to item 3 of this Part I for
additional information). Analysis of rate sensitivity and rate gap analysis are the primary tools used to assess the
direction and magnitude of changes in net interest income resulting from changes in interest rates.
Included in the analysis are cash flows and maturities of financial instruments held for purposes
other than trading, changes in market conditions, loan volumes and pricing and deposit volume and
mix. These assumptions are inherently uncertain, and, as a result, net interest income cannot be
precisely estimated nor can the impact of higher or lower interest rates on net interest income be
precisely predicted. Actual results will differ due to timing, magnitude and frequency of interest
rate changes and changes in market conditions and managements strategies, among other factors. Based on the results of the analysis as of March 31, 2005, the Company would expect net
interest income to decrease approximately $503,000 over a twelve month period if rates decreased
2%. Net interest income would be expected to increase approximately $203,000 over a 12 month
period should rates increase 2%. The rate sensitivity as of March 31, 2005 was .68 to 1.0 (0-91
days) and .96 to 1.00 (0-365 days). This asset/liability mismatch in pricing is referred to as
gap and is measured as rate sensitive assets divided by rate sensitive liabilities for a defined
time period. A gap of 1.0 means that assets and liabilities are perfectly matched as to pricing
within a specific time period and interest rate movements will not affect net interest margin,
assuming all other factors hold constant. Banks, in general, must maintain large cash balances to meet day-to-day cash flow requirements
as well as maintaining required reserves for regulatory agencies. The cash balances maintained are
the primary source of liquidity. Federal funds sold, which are basically overnight or short-term
loans to other banks that increase the other banks required reserves, are also a major source of
liquidity. 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 The Companys investment portfolio consists of earning assets that provide interest income.
For those securities classified as held to maturity, the Company has the ability and intention to
hold these securities until maturity. Securities classified as available-for-sale include
securities intended to be used as part of the Companys asset/liability strategy and/or securities
that may be sold in response to changes in interest rate, prepayment risk, the need or desire to
increase capital and similar economic factors. Securities totaling approximately $9.7 million
mature or reprice within the next twelve months. A secondary source of liquidity is the Banks loan portfolio. At March 31, 2005 commercial,
consumer and other loans of approximately $35.3 million and single family residential loans of
approximately $9.6 million either will become due or will be subject to rate adjustments within
twelve months. As for liabilities, certificates of deposit of $100,000 or greater of approximately $26.2
million will become due during the next twelve months. The Banks deposit base decreased $412,000
during the quarter ended March 31, 2005. Securities sold under repurchase agreements decreased
approximately $2.2 million. The decrease in Federal Funds sold was used primarily to fund
reductions in deposits and securities sold under repurchase agreements. Federal funds sold were
$2.5 million at March 31, 2005 and $6.0 million at December 31, 2004. The decrease in Federal
funds sold was used primarily to fund reductions in deposits and securities sold under repurchase
agreements. Securities decreased $613,000 during the quarter ended March 31, 2005. The net
decrease in securities resulted primarily from calls and maturities. Advances from the Federal
Home Loan Bank were $1,000,000 at March 31, 2005 and December 31, 2004. This balance may remain
static for some time due to the fact that a pre-payment premium might apply in the event of a
principal reduction before the April 30, 2008 maturity date. Historically, there has been no significant reduction in immediately withdrawable accounts
such as negotiable order of withdrawal accounts, money market demand accounts, demand deposit and
regular savings. Management does not expect that there will be significant withdrawals from these
accounts in the future that are inconsistent with past experience. It is expected that with present maturities, the anticipated change in deposit base, and the
efforts of management in its asset/liability management program, liquidity will not pose a problem
in the foreseeable future. At the present time there are no known trends or any known commitments,
demands, events or uncertainties that will result in or that are reasonable likely to result in the
Companys liquidity changing in any material way. 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 A primary source of capital is internal growth through retained earnings. The ratio of
stockholders equity to total assets (excluding the unrealized gain or loss on available-for-sale
securities) was 16.9% at March 31, 2005 and 16.4% at December 31, 2004. The increase in the ratio
resulted primarily from net earnings of $1,137,000 during the three months ended March 31, 2005.
Total assets decreased $3,165,000 during the three months ended March 31, 2005. The annualized
rate of return on stockholders equity for the three months ended March 31, 2005 was 9.0% compared
to 9.9% for the comparable period in 2004. Cash dividends will be increased during the remainder
of 2005 over 2004 only in the discretion of the Board of Directors and as profits permit. No
dividends have been declared in 2005 and dividends declared during 2004 were $1.75 per share. No
material changes in the mix or cost of capital is anticipated in the foreseeable future. At the
present time there are no material commitments for capital expenditures. Regulations of the Comptroller of the Currency establish required minimum capital levels for
the Bank. Under these regulations, national banks must maintain certain capital levels as a
percentage of average total assets (leverage capital ratio) and as a percentage of total risk-based
assets (risk-based capital ratio). Under the risk-based requirements, various categories of assets
and commitments are assigned a percentage related to credit risk ranging from zero percent for
assets backed by the full faith and credit of the United States to 100% for loans other than
residential real estate loans and certain off-balance sheet commitments. Total capital is
characterized as either Tier 1 capital which includes common shareholders equity, noncumulative
perpetual preferred stock and a limited amount of cumulative perpetual preferred  or total
risk-based capital which includes the allowance for loan losses up to 1.25% of risk weighted
assets, perpetual preferred stock, subordinated debt and various other hybrid capital instruments,
subject to various limits. Goodwill is not includable in Tier 1 or total risk-based capital.
National banks must maintain a Tier 1 capital to risk-based assets of at least 4.0%, a total
capital to risk-based assets ratio of at least 8.0% and a leverage capital ratio defined as Tier 1
capital to average total assets for the most recent quarter of at least 4.0%. The same ratios are
also required in order for a national bank to be considered adequately capitalized under the
OCCs prompt corrective action regulations, which impose certain operating restrictions on
institutions which are not adequately capitalized. At March 31, 2005 the Bank has a Tier 1
risk-based ratio of 30.8%, a total capital to risk-based ratio of 31.9% and a Tier 1 leverage ratio
of 16.8%, and fell within the category of well capitalized under the regulations. The Company is a legal entity separate and distinct from the Bank. The principal source of
cash flow of the Company, including cash flow to pay dividends, is dividends from the Bank. There
are statutory, regulatory and prudential limitations on the payment of dividends by the Bank to the
Company, as well as by the Company to its shareholders. Dividends are never assured and remain
both restricted by law and prudential considerations and subject to the discretion of the Companys
and the Banks respective Boards of Directors. The Federal Reserve Board imposes consolidated capital guidelines on bank holding companies
(such as the Company) which have more than $150 million in consolidated assets. These guidelines
required bank holding companies to maintain consolidated capital ratios which are essentially the
same as the minimum capital levels required for national banks. The Companys consolidated capital
ratios were substantially the same as those set forth above for the Bank, and exceeded the minimums
required under these Federal Reserve Board guidelines. 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 Net earnings were $1,137,000 for the three months ended March 31, 2005 as compared to
$1,185,000 for the same period in 2004. As in most financial institutions, a major element in analyzing the statement of earnings is
net interest income which is the excess of interest earned over interest paid. The net interest
margin could be materially affected during periods of volatility in interest rates. The Companys interest income, excluding tax equivalent adjustments, increased by $23,000 or
0.6% during the three months ended March 31, 2005 as compared to a decrease of $345,000 or 8.5% for
the same period in 2004. The increase in 2005 was due primarily to significant increases in the
interest rates by the Federal Reserve Bank during the last two quarters of 2004 and the first
quarter of 2005. This increase comes after record low interest rates during the beginning of 2004.
The ratio of average earning assets to total average assets was 97.2% for the quarter ended March
31, 2005 and 96.7% for the quarter ended March 31, 2004. Interest expense increased $124,000 for the three months ended March 31, 2005 or 11.9%
compared to a decrease of $246,000 or 19.1% for the same period in 2004. The increase in 2005
versus a decrease in 2004 relates to significant changes in interest rates as previously discussed. The foregoing resulted in net interest income of $2,573,000 for the three months ended March
31, 2005 a decrease of $101,000 or 3.8% compared to the same period in 2004. The following schedule details the loans of the Company at March 31, 2005 and December 31,
2004: (In Thousands)March 31,
    
    
    December 31,2005
    
    
    2004Commercial, financial & agricultural
    
    $
    26,207
    
    
    
    21,946Real estate  construction
    
    
    8,024
    
    
    
    6,563Real estate  mortgage
    
    
    109,969
    
    
    
    117,960Consumer
    
    
    2,701
    
    
    
    2,647$
    146,901
    
    
    
    149,116
 The Company accounts for impaired loans under the provisions of Statement of Financial
Accounting Standards (SFAS) No. 114, Accounting by Creditors for Impairment of a Loan and SFAS
No. 118, Accounting by Creditors for Impairment of a Loan  Income Recognition and Disclosures.
These pronouncements apply to impaired loans except for large groups of smaller-balance homogeneous
loans that are collectively evaluated for impairment including residential mortgage, and consumer
installment loans. 13




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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 A loan is deemed to be impaired when it is probable that the Company will be unable to collect
the scheduled payments of principal and interest due under the contractual terms of the lending
contract. Impaired loans are measured at the present value of expected future cash flows
discounted at the loans effective interest rate, at the loans observable market price, or the
fair value of the collateral if the loan is collateral dependent. If the measure of the impaired
loan is less than the recorded investment in the loan, the Company shall recognize an impairment by
creating a valuation allowance with a corresponding charge to the provision for loan losses or by
adjusting an existing valuation allowance for the impaired loan with a corresponding charge or
credit to the provision for loan losses. The Companys first mortgage single family residential and consumer loans which total
approximately $58,953,000 and $2,701,000, respectively at March 31, 2005, are divided into various
groups of smaller-balance homogeneous loans that are collectively evaluated for impairment and thus
are not subject to the provisions of SFAS Nos. 114 and 118. Substantially all other loans of the
Company are evaluated for impairment under the provisions of SFAS Nos. 114 and 118. The Company considers all loans on nonaccural status that are subject to the provisions of
SFAS Nos. 114 and 118 to be impaired. Loans are placed on nonaccrual status when doubt as to
timely collection of principal or interest exists, or when principal or interest is past due 90
days or more unless such loans are well-secured and in the process of collection. Past due status
is based on contractual terms of a loan. Delays or shortfalls in loan payments are evaluated with
various other factors to determine if a loan is impaired. Generally, delinquencies under 90 days
are considered insignificant unless certain other factors are present which indicate impairment is
probable. The decision to place a loan on nonaccrual status is also based on an evaluation of the
borrowers financial condition, collateral, liquidation value, and other factors that, in the
judgment of management, affect the borrowers ability to pay or the Banks anticipated ability to
collect from apparently available sources such as the borrower, collateral, and/or third party
obligors. Generally, at the time a loan is placed on nonaccrual status, all interest accrued on the loan
in the current fiscal year is reversed from income, and all interest accrued and uncollected from
the prior year is charged off against the allowance for loan losses. Thereafter, interest on
nonaccrual loans is recognized as interest income only to the extent that cash is received and
future collection of principal is not in doubt. If the collectibility of outstanding principal is
doubtful, such interest received is applied as a reduction of principal. A nonaccrual loan may be
restored to accruing status when principal and interest are no longer past due and unpaid and
future collection of principal and interest on a timely basis is not in doubt. At March 31, 2005,
the Company had no loans on nonaccrual status and there were no nonaccrual loans outstanding at any
time during the three months ended March 31, 2005 or year ended December 31, 2004. Therefore, all
interest income during these periods was recognized on the accrual basis. Loans not on nonaccrual status are classified as impaired in certain cases where there is
inadequate protection by the current net worth and financial capacity of the borrower or of the
collateral pledged, if any. In those cases, such loans have a well-defined weakness or weaknesses
that jeopardize the liquidation of the debt, and if such deficiencies are not corrected, there is a
probability that the Company will sustain some loss. In such cases, interest income continues to
accrue as long as the loan does not meet the Companys criteria for nonaccrual status. 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 Generally the Company also classifies as impaired any loans the terms of which have been
modified in a troubled debt restructuring after January 1, 1995. Interest is accrued on such loans
that continue to meet the modified terms of their loan agreements. At March 31, 2005, the Company
had one loan totaling $247,000 that had been restructured. This loan was in compliance with the
modified terms. The Companys charge-off policy for impaired loans is similar to its charge-off policy for all
loans in that loans are charged-off in the month when they are considered uncollectible. Impaired loans and related allowance for loan loss amounts at March 31, 2005 and December 31,
2004 were as follows: March 31,
    
    
    December 31,2005
    
    
    2004(In Thousands)Recorded investment
    
    $
    1,017
    
    
    
    1,097Allowance for loan losses
    
    $
    274
    
    
    
    357
 The allowance for loan loss related to impaired loans was measured based upon the estimated
fair value of related collateral. The average recorded investment in impaired loans for the three months ended March 31, 2005
and 2004 was $1,030,000 and $2,467,000, respectively. The related amount of interest income
recognized on the accrual method for the period that such loans were impaired was approximately
$19,000 and $45,000 for the three months ended March 31, 2005 and 2004, respectively. The following schedule details selected information as to non-performing loans of the Company
at March 31, 2005 and December 31, 2004: March 31, 2005
    
    
    December 31, 2004Past Due
    
    
    
    
    
    
    Past Due90 Days
    
    
    Non-Accrual
    
    
    90 Days
    
    
    Non-Accrual(In Thousands)
    
    
    (In Thousands)Real estate loans
    
    $
    127
    
    
    
    
    
    
    
    8
    
    
    
    Installment loans
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    Commercial
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    135
    
    
    
    
    
    
    
    8
    
    
    
    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 Transactions in the allowance for loan losses were as follows: Three Months EndedMarch 31,2005
    
    
    2004(In Thousands)Balance, January 1, 2005 and 2004, respectively
    
    $
    1,816
    
    
    
    1,909Add (deduct):Losses charged to allowance
    
    
    
    
    
    
    (32
    )Recoveries credited to allowance
    
    
    18
    
    
    
    8Provision for loan losses
    
    
    
    
    
    
    Balance, March 31, 2005 and 2004, respectively
    
    $
    1,834
    
    
    
    1,885
 There was no provision for loan losses during the first three months of 2005. There was no
provision for loan losses for the first three months of 2004. The provision for loan losses is
based on past loan experience and other factors which, in managements judgment, deserve current
recognition in estimating possible loan losses. Such factors include growth and composition of the
loan portfolio, review of specific loan problems, the relationship of the allowance for loan losses
to outstanding loans, and current economic conditions that may affect the borrowers ability to
repay. This is not an exact science. Management has in place a system designed to identify and
monitor potential problem loans on a timely basis, of course, no system is infallible or perfect.
From time to time unscheduled developments, including requirements of bank regulatory agencies, may
require additional contributions to the reserve. The Company maintains an allowance for loan losses which management believes is adequate to
absorb loses inherent in the loan portfolio. A formal review is prepared bi-monthly by the Loan
Review Committee to assess the risk in the portfolio and to determine the adequacy of the allowance
for loan losses. The review includes analysis of historical performance, the level of
non-performing and adversely rated loans, specific analysis of certain problem loans, loan activity
since the previous assessment, reports prepared by the Loan Review Committee, consideration of
current economic conditions, and other pertinent information. The level of the allowance to net
loans outstanding will vary depending on the overall results of this bi-monthly assessment. The
review is presented to and subject to approval by the Board of Directors. 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 The following table presents total internally graded loans as of March 31, 2005 and December
31, 2004: March 31, 2005(In Thousands)SpecialTotal
    
    
    Mention
    
    
    Substandard
    
    
    DoubtfulCommercial, financial and
agricultural
    
    $
    5,204
    
    
    
    3,926
    
    
    
    1,278
    
    
    
    Real estate mortgage
    
    
    2,570
    
    
    
    
    
    
    
    2,514
    
    
    
    56Real estate construction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consumer
    
    
    37
    
    
    
    
    
    
    
    37
    
    
    
    $
    7,811
    
    
    
    3,926
    
    
    
    3,829
    
    
    
    56
 December 31, 2004(In Thousands)SpecialTotal
    
    
    Mention
    
    
    Substandard
    
    
    DoubtfulCommercial, financial and
agricultural
    
    $
    5,621
    
    
    
    4,001
    
    
    
    1,620
    
    
    
    Real estate mortgage
    
    
    2,525
    
    
    
    
    
    
    
    2,469
    
    
    
    56Real estate construction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consumer
    
    
    38
    
    
    
    
    
    
    
    38
    
    
    
    $
    8,184
    
    
    
    4,001
    
    
    
    4,127
    
    
    
    56
 The collateral values, based on estimates received by management, collateralizing the
above internally classified loans total approximately $18,255,000 ($2,958,000 related to real
estate and $75,297,000 related to commercial and other). Such loans are listed as classified when
information obtained about possible credit problems related to the borrower has prompted management
to question the ability of the borrower to comply with the repayment terms of the loan agreement.
The loan classifications do not represent or result from trends or uncertainties which management
expects will materially and adversely affect impact future operating results, liquidity or capital
resources. 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 Residential real estate loans that are graded substandard totaling $2,514,000 and $2,469,000
at March 31, 2005 and December 31, 2004 consist of thirty eight individual loans, respectively,
that have been graded accordingly due to bankruptcies, inadequate cash flows and delinquencies. No
material losses on these loans is anticipated by management. Management is unable to predict the
impact, if any, of a recent plant closing in Warren County, Tennessee. The following detail provides a breakdown of the allocation of the allowance for possible loan
losses: March 31, 2005
    
    
    December 31, 2004Percent of
    
    
    
    
    
    
    Percent ofLoans In
    
    
    
    
    
    
    Loans InIn
    
    
    Each Category
    
    
    In
    
    
    Each CategoryThousands
    
    
    To Total Loans
    
    
    Thousands
    
    
    To Total LoansCommercial, financial and
agricultural
    
    $
    948
    
    
    
    18
    %
    
    $
    843
    
    
    
    15
    %Real estate construction
    
    
    20
    
    
    
    5
    
    
    
    16
    
    
    
    4Real estate mortgage
    
    
    822
    
    
    
    75
    
    
    
    914
    
    
    
    79Consumer
    
    
    44
    
    
    
    2
    
    
    
    43
    
    
    
    2$
    1,834
    
    
    
    100
    %
    
    $
    1,816
    
    
    
    100
    %
 There were no material amounts of other interest-bearing assets (interest-bearing
deposits with other banks, municipal bonds, etc.) at March 31, 2005 which would be required to be
disclosed as past due, non-accrual, restructured or potential problem loans, if such
interest-bearing assets were loans. Non-interest income, exclusive of securities gains, was $186,000 for the three months ended
March 31, 2005 as compared to $159,000 for the same period in 2004. The increase was primarily due
to increases in miscellaneous customer service fees. Securities gains totaled $4,000 for the quarter ended March 31, 2005. Securities gains
totaled $21,000 for the quarter ended March 31, 2004. Non-interest expense was $1,116,000 and $1,142,000 for the first three months of 2005 and
2004, respectively, a decrease of 2.3%. Insignificant decreases in several non-interest expense
classifications, comprise the decrease. Management is not aware of any current recommendations by applicable regulatory authorities
which, if implemented, would have a material adverse effect on the Companys liquidity, capital
resources or operations. 18




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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 The computation of basic earnings per share is based on the weighted average number of common
shares outstanding during the period. The computation of diluted earnings per share for the
Company begins with the basic earnings per share plus the effect of common shares contingently
issuable from stock options. The following is a summary of components comprising basic and diluted earnings per share (EPS)
for the three months ended March 31, 2005 and 2004: (In Thousands, except share and per share amounts)
    
    2005
    
    
    2004Basic EPS Computation:Numerator  income available to common
shareholders
    
    $
    1,137
    
    
    
    1,185Denominator  weighted average number of
common shares outstanding
    
    
    1,041,523
    
    
    
    1,043,410Basic earnings per common share
    
    $
    1.09
    
    
    
    1.14Diluted EPS Computation:Numerator
    
    $
    1,137
    
    
    
    1,185Denominator:Weighted average number of common shares
outstanding
    
    
    1,041,523
    
    
    
    1,043,410Dilutive effect of stock options
    
    
    18,296
    
    
    
    17,0361,059,819
    
    
    
    1,060,446Diluted earnings per common share
    
    $
    1.07
    
    
    
    1.12
 Stock Option Plan In April, 1997, the stockholders of the Company approved the First McMinnville Corporation
1997 Stock Option Plan (The Stock Option Plan). The Stock Option Plan provides for the granting
of stock options and authorizes the issuance of common stock upon the exercise of such options for
up to 115,000 shares of common stock to directors and employees of the Company. Under the Stock Option Plan awards may be granted in the form of incentive stock options or
nonstatutory stock options, and are exercisable for up to ten years following the date such option
awards are granted. Exercise prices of incentive stock options must be equal to or greater than
100% of the fair market value of the common stock on the grant date. 19




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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 Stock Option Plan, Continued SFAS No. 123, Accounting for Stock Based Compensation, as amended by SFAS No. 148,
Accounting for Stock-Based Compensation  Transition and Disclosure, sets forth the method for
recognition of cost of plans similar to those of the Company. As is permitted, management has
elected to continue accounting for the plan under APB Opinion 25 and related Interpretations in
accounting for its plan. Accordingly, no compensation cost has been recognized for the stock
option plan. However, under SFAS No. 123, the Company is required to make proforma disclosures as
if cost had been recognized in accordance with the pronouncement. Had compensation cost for the
Companys stock option plan been determined based on the fair value at the grant dates for awards
under the plan consistent with the method of SFAS No. 123, the Companys net earnings and basic
earnings per common share and diluted earnings per common share for the quarters ended March 31,
2005 and 2004, respectively, would have been reduced to the proforma amounts indicated below: (In Thousands except per share amounts)
    
    2005
    
    
    2004Net earnings:As Reported
    
    $
    1,137
    
    
    
    1,185Proforma
    
    $
    1,133
    
    
    
    1,182Basic earnings per common share:As Reported
    
    $
    1.09
    
    
    
    1.14Proforma
    
    $
    1.09
    
    
    
    1.13Diluted earnings per common share:As Reported
    
    $
    1.07
    
    
    
    1.12Proforma
    
    $
    1.07
    
    
    
    1.11
 Accordingly, due to the initial phase-in period, the effects of applying this statement for
proforma disclosures are not likely to be representative of the effects on reported net earnings
for future years. In December, 2004, the Financial Accounting Standards Board (FASB) reissued Statement of
Financial Accounting Standards No. 123 (revised) (SFAS No. 123 (revised)) related to share based
payments. For First McMinnville Corporation SFAS No. 123 (revised) applies to the accounting for
stock options. The substance of the revised statement is to require companies to record as an
expense amortization of the fair market value of stock options determined as of the grant date.
The offsetting credit is to additional paid-in capital unless there is an obligation to buy back
the stock or exchange other assets for the stock. If such an obligation exists the offsetting
credit would be to a liability account. The statement is effective for the first interim reporting
period after December 15, 2005. First McMinnville Corporation is currently assessing the impact of
SFAS No. 123 (revised); however, management does not expect the impact to be material to the
financial condition or results of operations. 20




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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 Impact of Inflation The primary impact which inflation has on the results of the Companys operations is evidenced
by its effects on interest rates. Interest rates tend to reflect, in part, the financial markets
expectations of the level of inflation and, therefore, will generally rise or fall as the level of
expected inflation fluctuates. To the extent interest rates paid on deposits and other sources of
funds rise or fall at a faster rate than the interest income earned on funds, loans or invested,
net interest income will vary. Inflation also affects non-interest expenses as goods and services
are purchased, although this has not had a significant effect on net earnings in recent years. If
the inflation rate stays flat or increases slightly, the effect on profits is not expected to be
significant. 
 Item 3.Quantitative and Qualitative Disclosures About Market Risk The Companys primary component of market risk is interest rate volatility. Fluctuations in
interest rates will ultimately impact both the level of income and expense recorded on a large
portion of the Companys assets and liabilities, and the market value of all interest-earning
assets and interest-bearing liabilities, other than those which possess a short term to maturity
such as Federal funds sold or purchased and loans, securities and deposits as discussed in Item 2.
Based upon the nature of the Companys operations, the Company is not subject to foreign currency
exchange or commodity price risk. Interest rate risk (sensitivity) management focuses on the earnings risk associated with
changing interest rates. Management seeks to maintain profitability in both immediate and long
term earnings through funds management/interest rate risk management. The Companys rate
sensitivity position has an important impact on earnings. Senior management of the Company meets
monthly to analyze the rate sensitivity position. These meetings focus on the spread between the
cost of funds and interest yields generated primarily through loans and investments. Managing interest rate risk is a very subjective exercise based on a wide variety of factors.
This activity is based significantly on managements subjective beliefs about future events (such
as actions of the Federal Reserve Board and the conduct of competitors) and is never guaranteed. There have been no material changes in reported market risks during the three months ended
March 31, 2005. Please refer to Item 2 of Part I of this Report for additional information related
to market and other risks. 21




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##### Table of Contents



Item 4.Controls and Procedures Within 90 days prior to the date of filing of this report, we carried out an evaluation, under
the supervision and with the participation of our Chief Executive Officer and the Chief Financial
Officer, of the design and operation of our disclosure controls and procedures. Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are effective for gathering, analyzing and disclosing the information that
we are required to disclose in the reports we file under the Securities Exchange Act of 1934,
within the time periods specified in the SECs rules and forms. Our Chief Executive Officer and
Chief Financial Officer also concluded that our disclosure controls and procedures are effective in
timely alerting them to material information relating to our Company required to be included in our
periodic SEC filings. In connection with the new rules, we are in the process of further reviewing
and documenting our disclosure controls and procedures, including our internal controls and
procedures for financial reporting, and may from time to time make changes designed to enhance
their effectiveness and to ensure that our systems evolve with our business. There have been no significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date of this evaluation. The implementation of Section 404 of the Sarbanes-Oxley Act, and related matters, could result
in significant costs for the Company on a consolidated basis. However, at this time, such costs
are not believed to be material. 22




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##### Table of Contents



PART II. OTHER INFORMATION 
 Item 1. LEGAL PROCEEDINGS None 
 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 12, 2005
    
    
    1,000
    
    
    $
    29.08March 11, 2005
    
    
    100
    
    
    $
    29.08March 16, 2005
    
    
    30
    
    
    $
    29.08March 24, 2005
    
    
    500
    
    
    $
    29.08
 The aggregate proceeds of the shares sold were $47,400. 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. 23




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##### Table of Contents



PART II. OTHER INFORMATION, CONTINUED Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS, CONTINUED  (c)
    The Issuer repurchased 805 of its common shares in the first quarter of
this fiscal year, which ended March 31, 2005. (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 2005
    
    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
    
    
    
    *
    
    $
    
    
    
    
    
    
    
    
    February 1 - 28
    
    
    300
    *
    
    
    48.75
    
    
    
    *
    
    
    
    *March 1 - 31
    
    
    505
    *
    
    
    49.51
    
    
    
    *
    
    
    
    *Total
    
    
    805
    *
    
    $
    49.13
    
    
    
    *
    
    
    
    *
  *
    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. The only restrictions on working capital and/or dividends are those reported in Part I. 
 Item 3. DEFAULTS UPON SENIOR SECURITIES  (a)
    None.(b)
    Not applicable. 
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  (a)
    None.(b)
    Not applicable.(c)
    Not applicable.(d)
    Not applicable. 24




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PART II. OTHER INFORMATION, CONTINUED Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS, CONTINUED Events Occurring After First Quarter End Withdrawal of Charter Amendment The Company proposed to amend and restate its charter this year. All of the
proposed charter amendments were approved by the shareholders except for one.
However, as was set forth in the proxy statement, the board could elect, and has
elected, not to amend the charter at this time. The board has indicated that it
is likely to submit a new charter proposal to a future meeting of the
shareholders. Proxy Results As will be more fully discussed in the Companys Report on Form 10-Q for the
Second Quarter of 2005, the three nominees for election to the board of directors,
Charles C. Jacobs, J. Douglas Milner, and Carl M. Stanley, were re-elected. Also,
the stockholder ratified the Audit Committees selection of Maggart & Associates,
P.C. as the companys independent auditors for fiscal 2005. 
 Item 5. OTHER INFORMATION  (a)
    None.(b)
    None. 
 Item 6. EXHIBITS Exhibits 31.1 and 31.2 consist of Rule 13a-14(a)/15d-14(a) certifications. Exhibit 32 consists of Section 1350 certifications. 25




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##### Table of Contents



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. FIRST MCMINNVILLE CORPORATION
(Registrant)DATE:
    
    May 11, 2005
    
    /s/   Charles C. Jacobs

Charles C. Jacobs
Chairman and Chief Executive OfficerDATE:
    
    May 11, 2005
    
    /s/   Kenny D. Neal

Kenny D. Neal
Chief Financial and Accounting Officer
 26