UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	Quarterly Report ~~Under~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, ~~2004 or~~2005
	OR
o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition period from___________ to ___________

Commission File Number: 0-23605

(Exact Name of Registrant as Specified in Its Charter)

Tennessee	62-1721072
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer I.D. Number)

114 West College Street, Murfreesboro, Tennessee	37130
(Address of Principal Executive Offices)	(Zip Code)

(615) 893-1234

Registrant’s telephone number, including area code

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (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 Exchange Act Rule 12b-2 ~~of the Exchange Act~~)

Yes x

No o

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

Common Stock Issued and Outstanding: 67,~~734~~217,~~049~~565 shares as of August 5, ~~2004~~2005.

CAVALRY BANCORP, INC.

Table of Contents

Part I	Financial Information	Page
Item 1.	Financial Statements
	Consolidated Balance Sheets at June 30, 2004 (unaudited) and December 31, 2003	1-2
	Consolidated Balance Sheets at June 30, 2005 (unaudited) and December 31, 2004	1
	Consolidated Statements of Income (unaudited) for the Three Months and Six Months Ended June 30, 2004 and 2003	3
	Consolidated Statements of Income (unaudited) for the Three Months and Six Months Ended June 30, 2005 and 2004	2
	Consolidated Statements of Comprehensive Income (unaudited) for the Three Months and Six Months Ended June 30, 2004 and 2003	4
	Consolidated Statements of Comprehensive Income (unaudited) for the Three Months and Six Months Ended June 30, 2005 and 2004	3
	Consolidated Statements of Cash Flows (unaudited) for the Six Months
	Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2005 and 2004	4
	Ended June 30, 2004 and 2003	5
	Notes to Consolidated Financial Statements (unaudited)	5-7
	Notes to Consolidated Financial Statements (unaudited)	6-9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8-13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9-14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14-15
Item 4.	Controls and Procedures	15~~-16~~
Part II	Other Information	1716
Item 2.	Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities	17
Item 1.	Legal Proceedings	16
Item 3.	Defaults Upon Senior Securities	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Submission of Matters to a Vote of Security Holders	17
Item 5.	Other Information	17
Item 6.	Exhibits ~~and Reports on Form 8-K~~	1817
Signatures		1918

Part I. Financial Information

ITEM 1. FINANCIAL STATEMENTS

CAVALRY BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

JUNE 30, ~~2004~~2005 (UNAUDITED) AND DECEMBER 31, ~~2003~~2004

(DOLLARS IN THOUSANDS)

	June 30,			December 31,
Assets	June 30, 2005			December 31, 2004
Assets	2004			2003
	(Unaudited)
		(Unaudited)
Cash	$	13,763			24,319
Cash	$	13,629			32,946
Interest-bearing deposits with other financial institutions		65,568			38,816
Interest-bearing deposits with other financial institutions		19,136			37,967
Cash and cash equivalents		79,331			63,135
Cash and cash equivalents		32,765			70,913
Time deposits with Federal Home Loan Bank		4,000			-
Investment securities available-for-sale at fair value (amortized cost: $41,970 and $55,136 at June 30, 2004 and December 31, 2003, respectively)		41,268			55,123
Investment securities available-for-sale at fair value (amortized cost: $30,215 and $42,376 at June 30, 2005 and December 31, 2004, respectively)		29,927			42,183
Loans held for sale, at estimated fair value		31,~~922~~019			2,~~648~~501
Loans receivable, net of allowances for loan losses of $4,600 at June 30, 2004 and $4,525 at December 31, 2003		409,383			350,412
Loans receivable, net of allowances for loan losses of $4,903 at June 30, 2005 and $4,863 at December 31, 2004		449,883			430,526
Accrued interest receivable		12,~~599~~111			1,~~668~~985
Office properties and equipment, net		1817,~~005~~531			1817,~~431~~607
Required investments in stock of Federal Home Loan Bank and Federal Reserve Bank, at cost		3,~~057~~286			23,~~992~~125
Foreclosed assets		837			-16
Bank owned life insurance		811,~~426~~827			811,~~308~~604
Goodwill		1,772			1,772
Other assets		3,~~376~~932			24,~~905~~216
Total assets	$	~~523~~604,~~581~~656			~~515~~578,~~172~~670
Liabilities and Shareholders’ Equity
Liabilities:
Deposits:
Non-interest-bearing	$	88100,~~575~~900			7281,~~443~~719
Interest-bearing		~~372~~438,~~364~~272			~~381~~424,~~814~~815
Total deposits		~~460~~539,~~939~~172			~~454~~506,~~257~~534
Advances from Federal Home Loan Bank of Cincinnati		2,~~862~~807			2,~~889~~835
Accrued expenses and other liabilities		5,022			3,599
Dividends payable		505			11,332
Total liabilities		468,823			460,745
Accrued expenses and other liabilities		5,302			4,136
Total liabilities		547,786			524,837
Commitments and contingencies
Shareholders’ equity:
Preferred stock, no par value
Preferred stock, no par value:
Authorized- 250,000 shares; none issued or outstanding at June 30, 2004 and December 31, 2003		-			-
Authorized - 250,000 shares; none issued or outstanding at June 30, 2005 and December 31, 2004		-			-
Common stock, no par value
Common stock, no par value:
Authorized- 49,750,000 shares; issued and outstanding 6,734,049 and 6,834,873 at June 30, 2004 and December 31, 2003, respectively		9,172			10,175
Authorized - 49,750,000 shares; issued and outstanding 7,217,565 at June 30, 2005 and December 31, 2004		19,354			19,354
Retained earnings		4837,~~045~~691			4634,~~633~~598
Unallocated ESOP shares		(2,017	)		(2,373	)
Accumulated other comprehensive loss, net of tax		(175	)		(119	)
Accumulated other comprehensive loss, net of tax		(442	)		(8	)
Total shareholders’ equity		56,870			53,833
Total shareholders’ equity		54,758			54,427
Total liabilities and shareholders’ equity	$	604,656			578,670
Total liabilities and shareholders’ equity	$	523,581			515,172

Note: The balance sheet presented above at December 31, ~~2003~~2004 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

See accompanying notes to consolidated financial statements.

CAVALRY BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

Three Months Ended

Six Months Ended

Three Months Ended June 30,

Six Months Ended June 30,

June 30,

2005

2004

2005

2004

2003

2004

2003

Interest income:

Loans

56,~~572~~890

5,~~045~~572

1013,~~844~~370

10,~~069~~844

Investment securities:

Taxable

~~305~~287

~~306~~305

~~647~~606

~~589~~647

Non-taxable

3126

-31

3851

-38

Other

52437

~~101~~52

~~142~~783

~~227~~142

Total interest income

57,~~960~~640

5,~~452~~960

1114,~~671~~810

1011,~~885~~671

Interest expense – deposits

1,245

1,399

2,514

2,918

Interest expense:

Interest expense – borrowings

Deposits

2,105

1,245

3,922

2,514

Total interest expense

1,269

1,424

2,562

2,967

Borrowings

Net interest income

4,691

4,028

9,109

7,918

Total interest expense

2,129

1,269

3,970

2,562

Provision for loan losses

176

101

Net interest income

5,511

4,691

10,840

9,109

Net interest income after provision for loan losses

4,616

3,983

8,933

7,817

Provision for loan losses

111

176

Net interest income after provision for loan losses

5,461

4,616

10,729

8,933

Non-interest income:

Servicing income

4753

6047

93104

~~131~~93

Gain on sale of loans, net

~~816~~316

~~1,702~~816

~~1,402~~664

31,~~024~~402

Gain on sale of other assets

53-

-53

Gain on sale of investment securities, net

12-

-12

78-

1178

Deposit servicing fees and charges

1,~~310~~457

1,~~192~~310

2,~~535~~786

2,~~247~~535

Trust service fees

~~274~~310

~~248~~274

~~566~~561

~~494~~566

Commissions and other non-banking fees

~~594~~672

~~650~~594

1,~~249~~366

1,~~350~~249

Other operating income

~~198~~259

~~163~~198

~~462~~558

~~377~~462

Total non-interest income

3,~~251~~067

43,~~015~~251

6,~~438~~039

76,~~634~~438

Non-interest expenses:

Salaries and employee benefits

3,~~659~~228

3,~~877~~659

76,~~232~~399

7,~~536~~232

Occupancy expense

~~329~~313

~~344~~329

~~655~~598

~~659~~655

Supplies, communications and other office expenses

~~265~~247

~~252~~265

~~483~~474

~~505~~483

Advertising expense

~~165~~129

~~122~~165

~~316~~219

~~223~~316

Equipment and service bureau expense

~~845~~943

~~736~~845

1,~~661~~837

1,~~431~~661

Professional fees

~~210~~175

~~130~~210

~~398~~334

~~235~~398

Other taxes

~~115~~120

~~104~~115

~~230~~239

~~208~~230

Other operating expense

~~358~~379

~~344~~358

~~732~~740

~~670~~732

Total non-interest expenses

5,~~946~~534

5,~~909~~946

1110,~~707~~840

11,~~467~~707

Income before income taxes

12,~~921~~994

21,~~089~~921

35,~~664~~928

3,~~984~~664

Income tax expense

~~754~~1,139

~~811~~754

1,~~481~~825

1,~~538~~481

Net income

1,~~167~~855

1,~~278~~167

24,~~183~~103

2,~~446~~183

Basic earnings per share

0.1826

0.2018

0.3457

0.3834

Diluted earnings per share

0.1725

0.1917

0.3356

0.3733

Weighted average shares outstanding - Basic

67,~~463~~217,~~543~~565

6,~~392~~463,~~100~~543

67,~~475~~217,~~265~~565

6,~~379~~475,~~006~~265

Weighted average shares outstanding - Diluted

67,~~691~~328,~~848~~557

6,~~694~~691,~~136~~848

67,~~713~~327,~~153~~353

6,~~640~~713,~~591~~153

Dividends declared: $0.0607 per share payable July 915, ~~2004~~2005 for shareholders of record date June 30, ~~2004~~2005.

See accompanying notes to consolidated financial statements.

CAVALRY BANCORP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004

(DOLLARS IN THOUSANDS)

(UNAUDITED)

	Three Months Ended						Six Months Ended
	Three Months Ended June 30,						Six Months Ended June 30,
	June 30,						June 30,
	2005			2004			2005			2004
	2004			2003			2004			2003
Net income	$	1,855			1,167			4,103			2,183
Net income	$	1,167			1,278			2,183			2,446
Other comprehensive income, net of tax:
Unrealized gains (losses) on investment securities available-for-sale		~~(513~~192	)		5(513	)		(~~386~~56	)		(25386	)
Reclassification adjustment for gains included in net income		(7-	)		-(7	)		~~(48~~-	)		(748	)
Comprehensive income	$	~~647~~2,047			~~1,283~~647			14,~~749~~047			21,~~414~~749

See accompanying notes to consolidated financial statements.

CAVALRY BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, ~~2004~~2005 AND ~~2003~~2004

(DOLLARS IN THOUSANDS)

(UNAUDITED)

	2004			2003
	2005			2004
Operating activities:
Net cash provided by operating activities	$	47,~~093~~788			104,~~106~~093
Investing activities:
Increase in loans receivable, net		(5919,~~277~~788	)		(2159,~~585~~277	)
Principal payments on investment securities		1,451			4,556
Increase in time deposits with Federal Home Loan Bank		(4,000	)		-
Purchase of investment securities available-for-sale		(38,704	)		(52,457	)
Principal payments on investment securities		2,749			1,451
Proceeds from maturities of investment securities		13,900			29,750
Purchase of investment securities available-for-sale		-			(38,704	)
Proceeds from sales of investment securities available-for-sale		36,510			2,511
Proceeds from maturities of investment securities		9,300			13,900
Purchase of Federal Reserve Stock		(18	)		-
Proceeds from sales of investment securities available-for-sale		-			36,510
Purchase of office properties and equipment		(439	)		(1,669	)
Purchase of Federal Reserve Stock		(104	)		(18	)
Proceeds from sale of assets		11			378
Purchase of office properties and equipment		(793	)		(439	)
Net cash used in investing activities		(46,566	)		(38,516	)
Proceeds from sale of foreclosed assets		271			-
Proceeds from sale of assets		-			11
Net cash used in investing activities		(12,365	)		(46,566	)
Financing activities:
Net increase in deposits		632,~~682~~638			76,~~577~~682
Retirement of common stock		~~(1,651~~-	)		(~~137~~1,651	)
Proceeds from exercise of stock options		98-			-98
Dividends paid		(~~777~~11,837	)		(~~636~~777	)
Net decrease in borrowings		(2728	)		(2827	)
Net cash provided by financing activities		420,~~325~~773			64,~~776~~325
Decrease in cash and cash equivalents		(38,148	)		(21,634	)
Increase (decrease) in cash and cash equivalents		16,196			(38,148	)
Cash and cash equivalents, beginning of period		7063,~~913~~135			7370,~~162~~913
Cash and cash equivalents, end of period	$	3279,~~765~~331			5132,~~528~~765
Supplemental Disclosures of Cash Flow Information:
Supplement Disclosures of Cash Flow Information:
Payments during the period for:
Interest	$	23,~~550~~809			2,~~982~~550
Income taxes	$	1,~~405~~722			1,~~750~~405
Supplemental Disclosures of Noncash Investing and Financing Activities:
Increase in deferred tax asset related to unrealized losses on investments	$	255			18
Increase in deferred tax asset related to unrealized gains on investments	$	39			255
Net unrealized losses on investment securities available for sale	$	(~~689~~95	)		(50689	)
Dividends declared and payable	$	~~404~~505			~~341~~404

See accompanying notes to consolidated financial statements.

Cavalry Bancorp, Inc.

Notes to Consolidated Financial Statements

1. Basis of Presentation

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

The unaudited consolidated financial statements include the accounts of the Company, the Bank and its wholly-owned subsidiary Miller & Loughry, ~~the Bank~~ and ~~the~~other insignificant ~~Company~~subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.

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

The results of operations for the three months and six months ended June 30, ~~2004~~2005, are not necessarily indicative of the results to be expected for the year ending December 31, ~~2004~~2005. The consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, ~~2003~~2004 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

2. Stock Options

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

The Company applies APB Opinion No. 25 and related interpretations in accounting for the stock option plan. No compensation cost has been recognized for the plan because the stock option price is equal to or greater than the fair value at the grant date. As of December 31, 2004, all stock options were vested, resulting in no compensation expense for future periods until more stock options are awarded. Following is a reconciliation of reported and pro forma net income and earnings per share had compensation cost for the plan been determined based on the fair value of SFAS 123, as amended:

	Three Months Ended						Six Months Ended
	Three Months Ended June 30,						Six Months Ended June 30,
	June 30,						June 30,
		2005			2004			2005			2004
	2004			2003			2004			2003
	(Dollars in thousands, except per share data)
Net income:
As reported	$	1,~~167~~855			1,~~278~~167			24,~~183~~103			2,~~446~~183
Deduct: Total stock-based employee compensation expense determined under fair value methods for all awards granted, net of related tax effects		~~(98~~-	)		(3298	)		~~(201~~-	)		(63201	)
Pro forma net income	$	1,~~069~~855			1,~~246~~069			14,~~982~~103			21,~~383~~982
Earnings per share:
Basic – as reported	$	0.18			0.20			0.34			0.38
Basic - as reported	$	0.26			0.18			0.57			0.34
Basic – pro forma	$	0.17			0.19			0.31			0.37
Basic - pro forma	$	0.26			0.17			0.57			0.31
Diluted – as reported	$	0.17			0.19			0.33			0.37
Diluted - as reported	$	0.25			0.17			0.56			0.33
Diluted – pro forma	$	0.16			0.19			0.30			0.36
Diluted - pro forma	$	0.25			0.16			0.56			0.30

3. Earnings Per Share

The following schedule reconciles the numerators and denominators of the basic and diluted earnings per share (“EPS”) computations for the three months and six months ended June 30, ~~2004~~2005 and ~~2003~~2004. Diluted common shares arise from the potentially dilutive effect of the Company’s stock options outstanding ~~that have exercise prices less than the fair market value of the Company’s common stock~~.

Three Months Ended June 30,

Six Months Ended June 30,

2004

2003

2004

2003

2005

2004

2005

2004

Basic EPS:

Net income

1,~~167~~855,000

1,~~278~~167,000

24,~~183~~103,000

2,~~446~~183,000

Average common shares outstanding

67,~~463~~217,~~543~~565

6,~~392~~463,~~100~~543

67,~~475~~217,~~265~~565

6,~~379~~475,~~006~~265

Earnings per share - basic

0.1826

0.2018

0.3457

0.3834

Diluted EPS:

Net income

1,~~167~~855,000

1,~~278~~167,000

24,~~183~~103,000

2,~~446~~183,000

Average common shares outstanding

67,~~463~~217,~~543~~565

6,~~392~~463,~~100~~543

67,~~475~~217,~~265~~565

6,~~379~~475,~~006~~265

Dilutive effect of stock options

~~228~~110,~~305~~992

~~302~~228,~~036~~305

~~237~~109,~~888~~788

~~261~~237,~~585~~888

Average dilutive shares outstanding

67,~~691~~328,~~848~~557

6,~~694~~691,~~136~~848

67,~~713~~327,~~153~~353

6,~~640~~713,~~591~~153

Earnings per share - diluted

0.1725

0.1917

0.3356

0.3733

4. Business Segments

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

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

Segment information is derived from the internal reporting system utilized by management with accounting policies and procedures consistent with those described in Note 1 of the ~~financial~~2004 ~~statements included in the Company’s 2003~~ Annual Report to Shareholders. Segment performance is evaluated by the Company based on profit or loss before income taxes. Revenue, expense, and asset levels reflect those which can be specifically identified and those assigned based on internally developed allocation methods. These methods have been consistently applied.

	Banking		Mortgage Banking		Trust		Insurance		Eliminations			Consolidated
For the three months ended
June 30, 2004:
Interest revenue	$	5,960		-		-		-		-			5,960
Other income-external customers		1,606		47		274		496		-			2,423
Interest expense		1,269		-		-		-		-			1,269
Depreciation and amortization		341		42		18		7		-			408
Other significant items:
Provision for loan losses		75		-		-		-		-			75
Gain on sales of assets		12		816		-		-		-			828
Segment profit		1,849		-		47		42		(17	)		1,921
Segment assets		517,840		4,054		396		3,215		(1,924	)		523,581

	Banking		Mortgage Banking		Trust		Insurance		Eliminations			Consolidated
For the three months ended	(Dollars in thousands)
June 30, 2003:
June 30, 2005:
Interest revenue	$	57,~~452~~635		-		-		-5		-			57,~~452~~640
Other income-external customers		1,~~483~~920		602		~~248~~315		~~522~~556		-(42	)		2,~~313~~751
Interest expense		12,~~424~~129		-		-		-		-			12,~~424~~129
Depreciation and amortization		~~313~~408		9120		1713		156		-			~~436~~447
Other significant items:
Provision for loan losses		4550		-		-		-		-			4550
Gain on sales of assets		-		~~1,702~~316		-		-		-			~~1,702~~316
Segment profit		12,~~771~~794		~~360~~18		4070		15137		(9725	)		2,~~089~~994
Segment assets		~~461~~601,~~580~~802		111,~~809~~055		~~351~~270		23,~~842~~437		(21,~~281~~908	)		~~474~~604,~~301~~656

	Banking		Mortgage Banking			Trust		Insurance		Eliminations			Consolidated
For the six months ended
For the three months ended	(Dollars in thousands)
June 30, 2004:
Interest revenue	$	115,~~671~~960		-			-		-		-			115,~~671~~960
Other income-external customers		31,~~232~~606		9347			~~566~~274		~~1,014~~496		-			42,~~905~~423
Interest expense		21,~~562~~269		-			-		-		-			21,~~562~~269
Depreciation and amortization		~~701~~341		8742			3518		177		-			~~840~~408
Other significant items:
Provision for loan losses		~~176~~75		-			-		-		-			~~176~~75
Gain on sales of assets		~~131~~12		~~1,402~~816			-		-		-			~~1,533~~828
Segment profit (loss)		3,641		(154	)		114		94		(31	)		3,664
Segment profit		1,849		-			47		42		(17	)		1,921
Segment assets		517,840		4,054			396		3,215		(1,924	)		523,581

Banking

Mortgage Banking

Trust

Insurance

Eliminations

Consolidated

For the six months ended

(Dollars in thousands)

June 30, 2003:

June 30, 2005:

Interest revenue

1014,~~885~~805

-6

-(1

)

1014,~~885~~810

Other income-external customers

23,~~861~~743

~~131~~3

~~494~~585

1,~~113~~129

-(85

)

45,~~599~~375

Interest expense

23,~~967~~971

-(1

)

23,~~967~~970

Depreciation and amortization

~~614~~786

~~181~~43

3327

3013

~~858~~869

Other significant items:

Provision for loan losses

~~101~~111

Gain on sales of assets

11-

~~3,024~~664

~~3,035~~664

Segment profit

35,~~470~~514

~~449~~85

65107

~~115~~272

(~~115~~50

)

35,~~984~~928

Segment assets

~~461~~601,~~580~~802

111,~~809~~055

~~351~~270

23,~~842~~437

(21,~~281~~908

)

~~474~~604,~~301~~656

5. New Accounting Standards

	Banking		Mortgage Banking			Trust		Insurance		Eliminations			Consolidated
For the six months ended	(Dollars in thousands)
June 30, 2004:
Interest revenue	$	11,671		-			-		-		-			11,671
Other income-external customers		3,232		93			566		1,014		-			4,905
Interest expense		2,562		-			-		-		-			2,562
Depreciation and amortization		701		87			35		17		-			840
Other significant items:
Provision for loan losses		176		-			-		-		-			176
Gain on sales of assets		131		1,402			-		-		-			1,533
Segment profit (loss)		3,641		(154	)		114		94		(31	)		3,664
Segment assets		517,840		4,054			396		3,215		(1,924	)		523,581

On March 9, 2004, the SEC staff issued Staff Accounting Bulletin No. 105, “Application of Accounting Principles to Loan Commitments”, which provides guidance regarding mortgage loan interest rate lock commitments related to loans held for sale as written options, effective for commitments entered into after March 31, 2004. The Company enters into such commitments with customers in connection with residential mortgage loan applications, however, the amount of these commitments is not material to the Company’s consolidated financial statements. The impact of implementing this guidance did not have a significant impact on the consolidated financial statements.7

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

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

Overview of Operating Results for the Three Months Ended June 30, ~~2004~~2005 and June 30, ~~2003~~ 2004

Net income ~~decreased~~increased from $1.32 million or $0.1917 per diluted share for the quarter ended June 30, ~~2003~~2004 to $1.29 million or $0.1725 per diluted share for the quarter ended June 30, ~~2004~~2005. The ~~decrease~~increase in earnings was a result of ~~decreased~~increased ~~gain~~net interest onincome ~~sale~~as ofwell ~~loans~~as decreased non-interest expenses, ~~increased~~particularly compensation ~~provision~~expense ~~for~~associated ~~loan~~with ~~losses~~the ~~and~~Company’s ~~increased~~Employee ~~non-interest~~Stock ~~expense~~Ownership Plan (“ESOP”). These ~~factors~~increases were partially offset by increased interest ~~income,~~expense and ~~increased~~a ~~non-interest~~decline ~~income~~in ~~excluding~~ gain on sale of loans~~, and a decline in interest expense~~. These items are discussed in further detail below.

Overview of Operating Results for the Six Months Ended June 30, ~~2004~~2005 and June 30, ~~2003~~ 2004

Net income ~~decreased~~increased from $2.42 million or $0.3733 per diluted share for the six months ended June 30, ~~2003~~2004 to $24.21 million or $0.3356 per diluted share for the same period ended June 30, ~~2004~~2005. ~~The~~As ~~decrease~~in the second quarter, the increase in earnings for the six month period was a result of increased net interest income as well as decreased ~~gain~~non-interest onexpenses. ~~sale~~Additionally, the Company recognized a federal tax benefit due to payment of ~~loans,~~cash ~~increased~~dividends ~~provision~~to participants in the ESOP. The Company is entitled to a deduction for ~~loan~~dividends ~~losses~~on its stock held by an ESOP that are paid to the ESOP and ~~increased~~subsequently ~~non-interest~~distributed ~~expense~~to the participants in cash no later than ninety days after the end of the plan year in which the dividends are paid to the ESOP. ~~These~~The above factors were partially offset by increased interest ~~income,~~expense ~~increased~~and ~~non-interest~~a ~~income~~decline ~~excluding~~in gain on sale of loans~~, and a decline in interest expense~~. These items are discussed in further detail below.

Critical Accounting Policies

The Company’s consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America and follow general practices within the industries in which it operates. The Company’s accounting policies are fundamental to understanding these financial statements. Certain accounting policies involve significant judgments and complex assumptions by management which may have a material impact on the carrying value of certain assets and liabilities; management considers these accounting policies to be critical accounting policies. Based on this definition, management considers the allowance for loan losses to be its most critical accounting policy. The Company’s allowance for loan ~~loss~~losses methodology incorporates a variety of risk considerations, both quantitative and qualitative, in establishing an allowance that management believes to be appropriate for each reporting date. Quantitative factors include the Company’s historical loss experience, delinquency and charge-off trends, collateral values, and changes in non-performing loans. The Company also incorporates known information about individual loans, including borrower’s sensitivity to interest rate movements and other relevant factors. Qualitative factors include the general economic environment in the Company’s markets, including economic conditions throughout the Southeast and the state of industries predominant in the Middle Tennessee area.

Management also considers its policy on non-accrual loans to be a critical accounting policy. Loans are classified as non-accrual loans when principal or interest is delinquent for 90 days or more. Once a loan is categorized as non-accrual, all previously recorded earned income is reversed and income is no longer accrued on an on-going basis. When the deficiency is cured, the loan is taken out of non-accrual status, the related income is recorded on the books, and interest income will start accruing again as usual.

The final critical accounting policy identified by management relates to the sale of loans. The Bank sells mortgage loans for cash proceeds equal to the principal amount of the loans sold but with yield rates which reflect the current market rate. Gain or loss is recorded at the time of sale in an amount reflecting the difference between the contractual interest rates of the loans sold and the current market rate. The gain (or loss) on sales includes any fees received for release of servicing.8

~~Comparison~~The final critical accounting policy identified by management relates to the sale of loans. ~~Financial~~The ~~Condition~~Bank sells mortgage loans for cash proceeds equal to the principal amount of the loans sold but with yield rates which reflect the current market rate. Gain or loss is recorded at ~~June~~the ~~30,~~time ~~2004~~of sale in an amount reflecting the difference between the contractual interest rates of the loans sold and ~~December~~the current ~~31,~~market ~~2003~~rate. The gain or loss on sales includes any fees received for release of servicing.

~~Total~~Comparison of ~~Assets.~~Financial ~~Total~~Condition ~~assets increased 1.63%, from $515.2 million~~ at ~~December 31, 2003 to $523.6 million at~~ June 30, ~~2004.~~2005 ~~This overall increase reflects a $59.0 million or 16.83% increase in net loans receivable~~ and aDecember ~~$1.3 million or 48.11% increase in loans held for sale. The increase in net loans receivable is primarily due to a 40.59% increase in commercial lending~~31, a 21.68% increase in construction lending, and an 11.48% increase in consumer lending. These increases were partially offset by a $38.1 million or 53.80% decrease in cash and cash equivalents and a $13.9 million or 25.13% decrease in available-for-sale investment securities. The decrease in investment securities available-for-sale is primarily due to several calls, maturities, and sales of agency securities. These decreases were partially offset by the purchase of municipal securities, collateralized mortgage obligations (“CMOs”), and mortgage-backed securities.2004

~~Deposits~~Total Assets. Total assets ~~deposits~~ increased $64.~~6 million or 1.45~~49%, from $~~454~~578.37 million at December 31, ~~2003~~2004 to $~~460~~604.9 7 million at June 30, ~~2004~~2005. ~~Non-interest-bearing~~Changes ~~deposits~~in ~~increased~~total assets include a $1619.14 million or 22 4.2750%, ~~primarily~~increase ~~due~~in tonet loans receivable and a $1430.68 million or 2179.5723% increase in interest-bearing ~~demand~~deposits ~~deposit~~with ~~accounts~~other financial institutions (“IBDs”). ~~Interest~~IBDs include overnight funds as well as short-~~bearing~~term and long-term deposits ~~decreased~~with other financial institutions. Offsets to these increases include a $910.56 million or 2 43.4841%, ~~primarily~~decrease ~~due~~in tocash and a $1512.83 million or 1629.5805% decrease in ~~NOW~~investment securities ~~accounts,~~available-for-sale. ~~which~~The ~~was~~decrease ~~partially~~in ~~offset~~cash byis aprimarily due to dividend payments totaling $611.8 million oras ~~31.14%~~a ~~increase~~result inof ~~non-personal~~the ~~money~~special ~~market~~dividend ~~accounts.~~declared in the ~~Transaction~~fourth ~~accounts,~~quarter ~~which~~of ~~include~~2004 ~~both~~being ~~interest-bearing~~paid ~~and~~in ~~non-interest-bearing~~2005. ~~accounts,~~The ~~increased~~decrease ~~$4.3~~in ~~million,~~investment securities ~~from~~is ~~$280.5~~primarily ~~million~~due atto ~~December~~several ~~31,~~maturities ~~2003~~that tooccurred ~~$284.8~~during ~~million~~the first two atquarters ~~June~~of ~~30, 2004~~2005. ~~Savings~~In ~~accounts~~addition, ~~increased~~the ~~$900,000,~~funds ~~from~~received ~~$21.0~~for ~~million~~these atmaturities were re-invested ~~December~~into ~~31,~~short-term ~~2003~~certificates toof ~~$21~~deposit.9 ~~million~~This atre-allocation ~~June~~was the primary ~~30,~~reason ~~2004.~~for ~~Certificates~~the ofincrease ~~deposit~~in ~~increased $1~~IBDs.4 ~~million~~Additionally, ~~from~~the ~~$152.8~~Bank ~~million~~experienced significant atgrowth ~~December~~in ~~31,~~deposits ~~2003~~during tothe ~~$154.2~~first ~~million~~half atof ~~June~~2005. ~~30,~~This ~~2004.~~growth ~~The~~led to excess ~~overall~~funds ~~increase~~that were invested in short-term deposits iswith ~~due~~the Federal Home Loan Bank (“FHLB”) of Cincinnati in order to ~~increased~~lock ~~marketing~~in ~~strategies~~higher ~~focused~~short-term oninterest ~~gaining~~rates and ~~retaining~~to maintain ~~deposit~~adequate ~~accounts~~liquidity to fund loans.

~~Shareholders’~~Deposits. Total deposits ~~Equity~~increased $32.7 ~~Shareholders’~~million ~~equity~~or ~~increased~~6.46%, from $54506.45 million at December 31, 2004 ~~2003~~ to $54539.82 million at June 30, ~~2004~~2005. ~~This~~Transaction ~~increase~~accounts ~~was~~increased ~~primarily~~$8.6 million, ~~the~~from ~~result~~$313.8 ofmillion ~~net~~at ~~income~~December of31, 2004 to $2322.24 million ~~and~~at ~~the~~June 30, 2005. ~~allocation~~Savings ofaccounts ~~shares~~increased ~~under~~$1.0 ~~the~~million, ~~Bank's~~from ~~Employee~~$23.1 ~~Stock~~million ~~Ownership~~at ~~Plan~~December 31, 2004 to $24.1 million at June 30, 2005. Certificates of deposit (~~ESOP~~“CDs”) increased ~~that~~$23.1 ~~totaled~~million, from $~~906,000~~169.6 ~~Additionally~~million at December 31, ~~the~~2004 ~~Company~~to ~~issued~~$192.7 million ~~common~~at ~~stock~~June as30, a2005. ~~result~~Although ofthe ~~options~~Bank ~~exercised~~has inexperienced ~~the~~growth ~~amount~~in ofall deposit ~~$98~~categories,~~000,~~ ~~inclusive~~CDs ofhave experienced the ~~related~~largest ~~tax benefit~~growth. ~~These~~This ~~increases~~is ~~were~~primarily due ~~partially~~to ~~offset~~an byincrease ain ~~$434~~CD interest rates,~~000~~ ~~decrease~~resulting in ~~the~~customers ~~valuation~~locking ~~allowance~~in higher ~~for~~interest ~~available-for-sale~~rates ~~investment~~over ~~securities,~~longer ~~dividends~~periods ofin ~~$771~~term deposits,~~000,~~ ~~and~~which has negatively impacted the ~~repurchase~~Company’s cost of $1funds and resulted in increased interest expense.6 Management expects ~~million~~to ofcontinue ~~Company~~to ~~common~~actively ~~stock~~solicit deposit relationships at all locations.

~~Non-Performing Assets~~Shareholders’ Equity. Shareholders’ ~~Non-performing~~equity ~~assets~~increased ~~totaled~~ $~~950,000 and $859,000 at June 30, 2004 and December 31, 2003, respectively~~3.1 ~~The allowance for loan losses increased 2.22%~~million, from $453.58 million at December 31, 2004 ~~2003~~ to $456.69 million at June 30, ~~2004~~2005. ~~Although~~This ~~the~~increase ~~non-performing~~was ~~asset~~the ~~balance~~result ~~reflects~~of annet income ~~increase~~ of $~~91,000 or 10~~4.~~59%~~1 million, ~~non-performing~~which ~~assets~~was ~~have~~partially ~~continued~~offset toby bedividends ~~a relatively small portion~~ of ~~the Bank’s portfolio, with the balance equal to 0~~$1.~~23%~~0 ~~of total loans~~ million and ~~0.18%~~a ~~of total assets. Therefore~~$56,000 ~~management feels that the~~ increase in ~~the~~unrealized ~~allowance for loan~~ losses ison ~~adequate~~available-for-sale ~~as of June 30, 2004~~investment securities.

~~Comparison~~Non-Performing Assets. Non-performing ofassets ~~Operating~~totaled ~~Results~~$1.1 million and $764,000 at June 30, 2005 and December 31, 2004, respectively. The allowance for ~~the~~loan ~~Three~~losses ~~Months~~remained ~~Ended~~constant at $4.9 million at December 31, 2004 and June 30, ~~2004~~2005. Non-performing assets have continued to be a very small portion of the Bank’s portfolio, with the balance equal to 0.24% of total loans and 0.18% of total assets at June 30, 2005. ~~2003~~Management feels that the allowance for loan losses is adequate as of June 30, 2005.

~~Net~~Comparison of ~~Income.~~Operating ~~Net~~Results ~~income was $1.2 million~~ for the ~~three~~Three ~~months~~Months ~~ended~~Ended June 30, ~~2004~~2005 ~~compared~~and ~~to $1.3 million for the three months ended~~ June 30, ~~2003. Diluted earnings per share decreased $0.02, from $0.19 for the three months ended June 30, 2003 to $0.17 for the same period in~~ 2004. Return on average assets decreased from 1.12% for the three months ended June 30, 2003 to 0.92% for the same period in 2004. Return on average equity also decreased, from 9.91% for the three months ended June 30, 2003 to 8.48% for the same period in 2004. These declines are mainly attributable to a decline in mortgage banking activity during the three months ended June 30, 2004 compared to the same period in 2003. The Company also had increased costs during 2004 due to a new branch opening during the latter part of the second quarter of 2003. Additionally, the Company experienced an increase in professional fees related to the Company’s internal control compliance. These changes are discussed in more detail in the following sections.

Net ~~Interest~~ Income. Net ~~interest~~ income ~~increased~~was ~~17.50%, from~~ $41.09 million for the three months ended June 30, ~~2003~~2005 tocompared to $41.72 million for the ~~same~~three ~~period~~months inended June 30, 2004. ~~Although~~Diluted ~~there~~earnings ~~was,~~per share inincreased ~~general~~$0.08, anfrom ~~overall~~$0.17 ~~decline~~for ~~in both yields and costs when comparing~~ the ~~quarter~~three months ended June 30, ~~2003~~ 2004 to $0.25 for the same period ~~ended~~in ~~June~~2005. ~~30,~~Annualized ~~2004,~~return ~~the~~on ~~Company experienced increased volume in both~~ average ~~interest-earning~~ assets ~~and~~increased from ~~average~~0.92% ~~interest-bearing~~for ~~liabilities.~~the ~~Average~~three ~~interest-earning~~months ~~assets~~ended ~~increased~~June ~~$54.4~~30, ~~million~~2004 orto 131.4428%, ~~while~~for ~~average~~the ~~interest-bearing~~same ~~liabilities~~period in ~~increased $35~~2005.2 ~~million~~Annualized orreturn ~~10.28%.~~on ~~Interest~~average ~~rate~~equity ~~spread~~also increased ~~0.13%~~, from 38.7448% for the three months ended June 30, ~~2003~~2004 to 313.8717% for the same period in ~~2004~~2005. ~~Net~~These increases are mainly attributable to higher interest ~~margin~~income ~~increased~~on ~~0.12%~~loans, ~~from~~due ~~3.99%~~to both ~~for~~an increase in interest rates as well as an increase in the ~~three~~loan ~~months~~portfolio when ~~ended~~comparing ~~June~~the ~~30,~~second ~~2003~~quarter toof ~~4.11%~~2005 ~~for~~to the same period in 2004. ~~The~~These increases ~~ratio~~were ofoffset ~~average~~in part by increased interest~~-earning~~ ~~assets~~expense toresulting ~~average~~from an increase in both interest-bearing ~~liabilities~~deposits ~~increased~~and ~~3.39%,~~the ~~from~~cost ~~118.00%~~of ~~for~~funds ~~the~~associated with these ~~three~~deposits. ~~months~~Additionally, ~~ended~~non-interest ~~June~~expense 30decreased $412,000 ~~2003~~or ~~to 121~~6.3993%, primarily ~~for~~due ~~the~~to ~~same~~a ~~period~~decrease in ~~2004~~employee benefits expense.

~~Interest Income. Interest income increased $508,000 or~~ 9.32%, primarily due to an increase of $527,000 or 10.45% in loan interest income. This increase is the result of an increase of $69.9 million or 21.62% in average loans receivable, net. The average yield on these loans decreased, from 6.26% for the three months ended June 30, 2003 to 5.70% for the same period in 2004. Interest income on all other investments, including Federal Home Loan Bank stock, Federal Reserve Bank stock, and interest-bearing deposits with other financial institutions, decreased by $19,000 or 4.67%. The average yield for these investments increased 0.36%, from 2.01% for the three months ended June 30, 2003 to 2.37% for the same period in 2004. This increase is the result of a restructuring of the Company’s investment portfolio. The Company disposed of shorter-term agency bonds and purchased longer-term CMOs, mortgage-backed securities, and municipal securities, resulting in increased yields.

Net Interest ~~Expense~~Income. When comparing ~~Total~~the quarter ended June 30, 2004 to the same period in 2005, there was an overall increase in market interest ~~expense~~rates ~~decreased~~which ~~$155~~caused both higher yields and higher costs. In addition,~~000~~ in the 2005 quarter, average interest-earning assets increased $71.5 million or 1015.8858% and average interest-bearing liabilities increased $50.9 ~~This~~million ~~decrease~~or is13.47%. ~~primarily~~These ~~due~~increases led to a ~~decrease~~17.02% increase in net ~~the~~interest ~~average cost of deposits~~income, which ~~declined~~increased from 1$4.~~65%~~7 million for the three months ended June 30, ~~2003~~2004 to 1$5.~~33%~~5 million for the same period in ~~2004~~2005. ~~Average~~Interest ~~deposits~~rate spread ~~increased~~decreased ~~$35.~~from 3.89% ~~million~~for orthe 10three months ended June 30, 2004 to 3.3980%, for ~~from~~the ~~$339~~same period in 2005.8 ~~million~~Net interest margin increased from 4.13% for the three months ended June 30, ~~2003~~2004 to ~~$375~~4.118% ~~million~~ for the same period in ~~2004~~2005. ~~The~~Interest rate ~~total~~spread ~~cost~~and ofnet ~~funds~~interest ~~decreased~~margin 0are both stated on a tax equivalent basis.~~32%,~~ The ratio of average interest-earning assets to average interest-bearing liabilities increased from 1121.6739% for the three months ended June 30, ~~2003~~ 2004 to 1 123.3564% for the same period in ~~2004~~2005.

~~Provision~~Interest Income. Interest ~~for~~income ~~Loan~~increased ~~Losses~~$1.7 ~~The~~million ~~provision~~or 28.19% for ~~loan~~the ~~losses~~three ismonths aended June 30, ~~charge~~2005 toas ~~earnings~~compared to ~~bring~~ the ~~total~~same ~~allowance~~period ~~for~~in ~~loan~~2004, ~~losses~~primarily due to aan ~~level~~increase of $1.3 ~~management~~million ~~considers~~or ~~adequate~~23.65% toin ~~provide~~loan ~~for~~interest ~~inherent~~income. ~~losses~~This inincrease is the ~~loan~~result of an ~~portfolio~~increase of $42.7 ~~Management~~million ~~examines~~or a10.86% ~~variety~~in ofaverage ~~factors~~loans onreceivable, anet, ~~monthly~~which is ~~basis~~partially attributable to ~~determine~~a healthy lending environment in the ~~estimated~~growing ~~charge~~middle Tennessee orarea. ~~credit~~The ~~necessary~~average toyield ~~bring~~on loans increased as well, from 5.70% for the three ~~allowance~~months ended June 30, 2004 to an6.34% ~~acceptable~~for ~~level~~the same period in 2005. ~~These~~This increase ~~factors~~in ~~include~~yield ~~the~~is ~~nature~~due ofto an increase in the ~~portfolio~~prime rate, ~~collateral~~which ~~values,~~has ~~credit~~a ~~concentrations,~~direct impact ~~historical~~on ~~loss~~rates ~~experience~~charged ~~along~~for ~~with~~construction, ~~delinquency~~acquisition and ~~charge-off~~development ~~trends~~loans, as well as certain commercial and ~~economic~~consumer ~~conditions~~loans. Management ~~also~~is ~~identifies~~actively ~~specific~~soliciting these ~~impaired~~types of loans. Interest income on all other investments, including FHLB stock, Federal Reserve stock, and interest-bearing deposits with other financial institutions, increased by ~~incorporating~~$362,000 ~~known~~or ~~information~~93.30%. ~~about~~The ~~individual~~average ~~loans~~tax equivalent yield for these investments increased from 2.47% for the three months ended June 30, 2004 ~~including~~to ~~borrower’s~~3.24% ~~sensitivity~~for the same period in 2005. These increases in other investments are primarily due to an increase in average interest-bearing ~~rate~~deposits, ~~movements~~including certificates ~~and~~of ~~other~~deposit, ~~relevant~~at ~~factors~~the Federal Home Loan Bank.

~~The~~Interest Expense. Total interest ~~provision~~expense ~~for~~increased ~~loan losses totaled~~ $75860,000 ~~for~~or ~~the~~67.77%, ~~three~~due ~~months~~to ~~ended~~an ~~June~~increase ~~30,~~in ~~2004~~both ~~compared~~the average tocost ~~$45,000~~of ~~for~~deposits and the ~~same~~average ~~period~~volume ~~ended~~of ~~June~~deposits. ~~30,~~Average ~~2003.~~cost ~~This~~of interest-bearing 66deposits increased from 1.6733% ~~increase~~for isthe ~~primarily~~three ~~due~~months toended ~~the~~June 30, ~~increase~~2004 into ~~the~~1.98% ~~amount~~for of the ~~loan~~same ~~portfolio~~period in 2005. ~~Net~~Average ~~charge~~interest-~~offs~~bearing ~~declined~~deposits increased $51.0 million or 13.60%,~~000,~~ from $~~64,000~~375.1 million for the ~~quarter~~three months ended June 30, ~~2003~~2004 to $~~51,000~~426.1 million for the same period ~~ended~~in ~~June 30, 2004~~2005. ~~Management~~The ~~feels~~total cost ~~that~~of ~~their~~funds ~~evaluations~~increased ~~and~~from ~~estimations~~1.35% ~~were reasonable~~ for ~~determining~~ the ~~provision,~~three ~~and~~months ~~the~~ended ~~allowance for loan losses is deemed to be adequate as of~~ June 30, 2004 to 1.99% ~~However,~~for athe ~~decline~~same period in ~~economic~~2005. ~~conditions~~This orincrease ~~other~~is ~~factors~~primarily ~~beyond~~due ~~management’s~~to ~~control~~rising market ~~could~~interest ~~significantly~~rates ~~alter~~as ~~the~~well ~~amount~~as ofan ~~losses~~increase ~~the Company recognizes~~ in ~~the~~higher-costing ~~future~~term deposits.

~~Non-Interest~~Provision for ~~Income.~~Loan ~~Non-interest income decreased $764,000 or 17~~Losses.~~50%,~~ The provision ~~from $4.0 million~~ for ~~the~~loan ~~three~~losses ~~months~~is ~~ended~~a ~~June~~charge ~~30,~~to ~~2003~~earnings to ~~$3.3~~bring ~~million for~~ the ~~same~~total ~~period~~allowance for inloan ~~2004.~~losses ~~This~~to ~~overall~~a ~~decrease~~level ismanagement ~~primarily~~considers ~~due~~adequate to aprovide ~~$886,000~~for orinherent losses ~~52.06% decrease~~ in ~~net~~the ~~gain~~loan ~~on sale of loans~~portfolio. ~~The~~Management ~~decrease~~examines ina ~~net~~variety ~~gain on sale~~ of ~~loans~~factors ison ~~the result of~~ a monthly ~~decline~~basis into ~~loans~~determine ~~sold during~~ the ~~three~~estimated ~~month~~charge ~~period~~or ~~ended~~credit ~~June~~necessary ~~30, 2004, compared~~ to bring the allowance ~~same~~to ~~period~~an ~~ended~~acceptable ~~June 30, 2003~~level. ~~The~~These ~~decline~~factors isinclude ~~partially attributable to~~ the ~~Company~~nature ~~retaining~~of ~~more adjustable rate loans in its~~ the portfolio, ~~during~~collateral ~~the~~values, ~~second~~credit ~~quarter of 2004. In addition~~concentrations, ~~the~~historical ~~overall~~loss ~~level~~experience along ofwith ~~mortgage~~delinquency ~~loans~~and ~~originated~~charge-off bytrends, ~~the~~and ~~Company~~economic ~~has declined significantly as a result of higher mortgage rates~~conditions. Management ~~The~~also ~~decrease~~identifies inspecific ~~net~~impaired ~~gain on sale of~~ loans ~~is offset~~ by anincorporating ~~increase~~known information ofabout ~~$118~~individual loans,~~000~~ orincluding ~~9.90% in deposit-related service fees and charges. This is due to an increase in the Bank~~borrowers’s ~~service~~sensitivity ~~fee schedule as well as an increase in the number of deposit accounts. In the trust segment, trust service fees increased by $26,000 or 10.48% due~~ to aninterest rate ~~increase~~movements inand ~~the~~other ~~assets~~relevant ~~under management~~factors.

~~Non-Interest~~The provision ~~Expense.~~for ~~Non-interest~~loan ~~expense~~losses ~~increased~~totaled $4050,000 ~~or 0.68%, from $5.91 million~~ for the three months ended June 30, 2005 ~~2003~~compared to $~~5.95~~75,000 ~~million~~ for the same period in 2004. ~~Many~~Net ~~factors~~charge-offs ~~contributed to this change. Equipment and service bureau expense~~ increased slightly, from $~~109~~51,000 orfor ~~14.81%, which primarily is a result of increased equipment maintenance expense, equipment rental and lease expense, and computer expense. These increases are partially attributable to~~ the ~~opening of the Bank’s Sam Ridley branch late in the second~~ quarter ofended ~~2003.~~June ~~In addition~~30, ~~professional~~2004 ~~fees~~to ~~increased~~ $8054,000 orfor ~~61.54%.~~the same ~~This~~period ~~increase is due to an increase~~ in ~~internal~~2005. ~~audit~~Management ~~fees~~feels asthat ~~well~~their asevaluations anand ~~increase~~estimations were inreasonable ~~consulting~~for ~~fees~~determining ~~as a result of~~ the ~~internal~~provision ~~control~~and ~~requirement~~that of the ~~Sarbanes-Oxley~~allowance ~~Act~~for ofloan losses ~~2002.~~is ~~The~~deemed ~~Company~~to ~~also~~be ~~experienced~~adequate anas ~~increase~~ of ~~$43~~June 30,~~000~~ ~~or 35~~2005.~~25%~~ ~~in advertising expenses~~However, ~~due~~a todecline ~~the Bank celebrating its 75th anniversary during the second quarter of 2004. This celebration resulted~~ in economic ~~numerous~~conditions ~~promotional~~or ~~activities~~other ~~aimed~~factors atbeyond ~~recognizing~~management’s ~~current~~control ~~customers~~could significantly ~~and~~alter ~~attracting~~the ~~new~~amount ~~prospects. These increases were partially offset by a decrease~~ of ~~$218,000~~losses orthe ~~5.62%~~Company recognizes in ~~salaries and employee benefits, which was primarily due to decreased commission expense and overtime compensation expense~~the future.

~~Comparison~~Non-Interest Income. Non-interest ofincome ~~Operating~~decreased ~~Results~~$184,000 or 6.06%, from $3.3 million for the three months ~~Six~~ended ~~Months~~June ~~Ended~~30, 2004 to $3.1 million for the same period in 2005. This overall decrease is primarily due to a $500,000 or 61.27% decrease in net gain on sale of loans. The decrease in net gain on sale of loans is the result of a decline in loans sold during the three month period ended June 30, 2005, compared to the same period ended June 30, 2004. The decline is primarily attributable to a decrease in the volume of mortgage loans closed during the second quarter of 2005 when compared to the second quarter of 2004, as a result of a reduction in demand for mortgage loans. This decrease was partially offset by an increase of $147,000 or 11.22% in deposit-related service fees and charges, ~~June~~resulting from an increase in the Bank’s service fee schedule as well as an increase in the number of deposit accounts. Commissions and other non-banking fees increased $78,000 or 13.13%, primarily due to an increase in premium volume at Miller & Loughry. Additionally, other operating income increased $61,000 or 30.81%, ~~2003~~primarily due to an increase in income earned on bank owned life insurance (“BOLI”) attributed to an increase in the policy amount that occurred during the fourth quarter of 2004.

Net Income. Net income was $2.2 million for the six months ended June 30, 2004 compared to $2.4 million for the six months ended June 30, 2003. Diluted earnings per share decreased $0.04, from $0.37 for the six months ended June 30, 2003 to $0.33 for the same period in 2004. Return on average assets decreased from 1.09% for the six months ended June 30, 2003 to 0.86% for the same period in 2004. Return on average equity also decreased, from 9.66% for the six months ended June 30, 2003 to 7.94% for the same period in 2004. These declines are mainly attributable to lower fees collected for mortgage banking, as refinancing slowed considerably during the first six months of 2004 compared to high levels experienced during the same period ended June 30, 2003. The Company also had increased costs during 2004 due to a new branch opening during the latter part of the second quarter of 2003. Additionally, the Company experienced an increase in professional fees due to the Company’s implementation of its compliance program related to the internal control requirement of the Sarbanes-Oxley Act of 2002. These changes are discussed in more detail in the following sections. 10

~~Net~~ Non-Interest ~~Income~~ Expense. Non-interest ~~Net~~expense ~~interest~~decreased ~~income~~$412,000 ~~increased~~or 156.1978%, from $75.9 million for the three ~~six~~ months ended June 30, ~~2003~~2004 to $95.15 million for the same period in ~~2004~~2005. This ~~Although~~is ~~there~~primarily ~~was,~~due into ~~general~~a $431,000 anor ~~overall~~11.78% ~~decline~~decrease in ~~both~~salaries ~~yields~~ and ~~costs~~employee benefit ~~when~~expense. ~~comparing~~This ~~the~~decrease ~~six~~is ~~months~~attributable ~~ended~~to ~~June~~a 30$463,000 ~~2003~~decrease in expense related to the ~~same period ended June 30~~ESOP, ~~2004,~~which ~~the~~was ~~Company~~offset ~~experienced increased volume~~ in ~~both~~part ~~average~~by ~~interest-earning~~increases ~~assets~~in ~~and~~other ~~average interest-bearing liabilities~~compensation expenses. ~~Average~~During ~~interest-earning~~the ~~assets~~fourth ~~increased~~quarter ~~$54.6~~of ~~million or 13.64%~~2004, ~~while~~the ~~average~~remaining ~~interest-bearing~~unallocated ~~liabilities~~shares of the ~~increased~~ESOP ~~$38.7~~were ~~million~~released oras ~~11.30%.~~a ~~Interest~~result ~~rate~~of ~~spread~~the ~~increased~~repayment ~~0.08%,~~of ~~from~~a ~~3.73%~~note ~~for~~payable ~~the~~which encumbered ~~six~~these ~~months~~shares. ~~ended~~Any ~~June~~remaining ~~30,~~expense ~~2003~~of tothe ~~3.81%~~ESOP ~~for~~was ~~the~~recognized ~~same~~in 2004 ~~period~~as ina ~~2004.~~result ~~Net~~of ~~interest~~the ~~margin~~repayment ~~increased~~of ~~0.03%,~~the ~~from~~note 3payable.~~99%~~ ~~for~~This ~~the~~decrease ~~six~~was partially ~~months~~offset ~~ended~~by ~~June~~a 30$98,000 ~~2003~~or ~~to 4~~11.0260% ~~for~~increase ~~the same period~~ in ~~2004.~~equipment ~~The~~and ~~ratio~~service ofbureau expense, ~~average~~which ~~interest-earning~~primarily ~~assets~~is toa ~~average~~result ~~interest-bearing~~of ~~liabilities~~ increased ~~2.45%~~depreciation expense, equipment ~~from~~rental ~~116.96%~~and ~~for~~lease ~~the six months ended June 30~~expense, ~~2003~~and tocomputer ~~119.41%~~and ~~for~~electronic ~~the same period in 2004~~processing expense.

~~Interest Income. Interest income increased $786,000 or 7.22%, primarily due to an increase~~ Comparison of ~~$775,000~~Operating orResults ~~7.70% in loan interest income. This increase is the result of an increase of $59.5 million or 18.65% in average loans receivable, net. The average yield on these loans decreased, from 6.36%~~ for the ~~six~~Six ~~months~~Months ~~ended~~Ended June 30, ~~2003~~2005 ~~to 5.76% for the same period in 2004. Interest income on all other investments, including Federal Home Loan Bank stock, Federal Reserve Bank stock,~~ and ~~interest-bearing deposits with other financial institutions, increased by $11,000 or 1.35%. The average yield for these investments increased 0.16%, from 2.01% for the six months ended~~ June 30, ~~2003 to 2.17% for the same period in~~ 2004.

~~Interest~~Net Income. Net income ~~Expense~~was $4.1 ~~Total~~million ~~interest~~for ~~expense~~the ~~decreased~~six months ended June 30, 2005 compared to $~~405~~2.2 million for the six months ended June 30,~~000~~ or2004. 13Diluted earnings per share increased $0.~~65%~~23, from $0.33 ~~This~~for ~~decrease~~the issix ~~primarily~~months ~~due~~ended June 30, 2004 to a$0.56 for the ~~decrease~~same period in ~~the~~2005. ~~average~~Annualized ~~cost~~return ofon ~~deposits,~~average ~~which~~assets ~~declined~~increased from 1 0.7386% for the six months ended June 30, ~~2003~~2004 to 1.3443% for the same period in ~~2004~~ 2005. ~~Average~~Annualized ~~deposits~~return ~~increased~~on ~~$38.7~~average ~~million~~equity oralso ~~11.40%~~increased, from ~~$339~~7.694% ~~million~~ for the six months ended June 30, ~~2003~~2004 to ~~$378~~14.383% ~~million~~ for the same period in 2005. These increases are mainly attributable to higher interest income on loans, due to both an increase in interest rates as well as an increase in the loan portfolio when comparing the first six months of 2005 to the same period in 2004. ~~The~~These increases ~~total~~were offset in part by increased interest expense resulting from an increase in both interest-bearing deposits and the cost of funds associated with these deposits. Additionally, non-interest expense decreased 0$867,000 or 7.4041%, primarily ~~from~~due 1to a decrease in employee benefits expense.~~75%~~ The Company also recognized a federal tax benefit of $427,000 as a result of cash dividends paid to participants in the ESOP. Without this $427,000 tax benefit, for the six months ended June 30, ~~2003~~2005, tonet 1income would have been $3.~~35%~~7 million, diluted earnings per share would have been $0.50, and for the ~~same~~six ~~period~~months inended ~~2004~~June 30, 2005, annualized return on average assets would have been 1.28% and annualized return on average equity would have been 13.29%.

~~Provision~~The Company ~~for~~believes ~~Loan~~it ~~Losses.~~is ~~Please~~appropriate ~~see~~to ~~the~~provide ~~above~~investors ~~section~~with ~~entitled~~information regarding ~~“Comparison~~its results of ~~Operating~~operations ~~Results~~and certain performance ratios for the first six ~~Three~~months ~~Months~~of ~~Ended~~2005 ~~June~~without ~~30,~~giving ~~2004~~effect to the tax benefit of the cash dividends paid to participants in the ESOP. This tax benefit is not expected to be recurring and ~~June~~the ~~30,~~Company ~~2003~~believes -that ~~Provision~~removing ~~for~~the ~~Loan~~effect ~~Losses”~~of ~~for~~this tax benefit from its year to date 2005 results of operations and performance ratios provides investors with a ~~discussion~~more ascomparable comparison to ~~how~~the Company’s results of operations and performance ratios for the first six months of 2004. Further, management of the Company ~~derives~~reviews the ~~provision~~Company’s ~~for~~results ~~loan~~of ~~losses~~operations net of the tax benefit to assess the performance of the Company’s business in comparison to comparable periods.

~~The~~Net Interest ~~provision~~Income. When comparing ~~for~~the ~~loan~~six ~~losses~~months ~~totaled~~ended ~~$176~~June 30,~~000~~ ~~for~~2004 to the ~~six~~same ~~months~~period ended June 30, 2005, ~~2004~~there ~~compared~~was toan ~~$101~~overall increase in market interest rates which caused both higher yields and higher costs. In addition,~~000~~ for the ~~same~~six ~~period~~months ended June 30, 2005, ~~2003~~average interest-earning assets increased $71.2 ~~This~~million 74or 15.2664% ~~increase~~and average isinterest-bearing ~~primarily~~liabilities ~~due~~increased to$46.7 anmillion ~~increase~~or in12.26% when compared to the ~~amount~~same ofperiod ~~the~~ended ~~loan~~2004. ~~portfolio~~These increases led to an 18.68% increase ~~Net~~in ~~charge-offs~~net ~~declined~~interest ~~$42~~income,~~000,~~ which increased from $~~143,000~~9.1 million for the six months ended June 30, ~~2003~~2004 to $~~101,000~~10.8 million for the same period ~~ended~~in ~~June 30, 2004~~2005. Interest ~~Management~~rate ~~feels~~spread ~~that~~remained ~~their~~constant ~~evaluations~~at ~~and~~3.81% ~~estimations~~for ~~were~~the ~~reasonable~~six ~~for~~months ~~determining~~ended ~~the~~June 30, ~~provision~~2004 and ~~the~~2005. ~~allowance~~Net ~~for~~interest ~~loan~~margin ~~losses~~increased isfrom ~~deemed~~4.03% tofor bethe ~~adequate~~six asmonths ended of June 30, 2004 to 4.16% ~~However,~~for athe ~~decline~~same period in ~~economic~~2005. ~~conditions~~Interest orrate ~~other~~spread and ~~factors~~net ~~beyond~~interest ~~management’s~~margin ~~control~~are ~~could~~both ~~significantly~~stated ~~alter~~on ~~the~~a ~~amount~~tax equivalent basis. The ratio of average ~~losses~~interest-earning assets to average interest-bearing liabilities increased from 119.41% for the ~~Company~~six ~~recognizes~~months inended June 30, 2004 to 123.01% for the same ~~future~~period in 2005.

~~Non-~~Interest Income. Interest ~~Non-interest~~ income ~~decreased~~increased $13.21 million or 1526.7990%, ~~from~~primarily ~~$7.6~~due ~~million~~to ~~for~~an ~~the~~increase of ~~six months ended June 30, 2003 to~~ $62.45 million ~~for~~or ~~the~~23.29% ~~same~~in ~~period~~loan ininterest ~~2004~~income. This ~~overall~~increase ~~decrease~~ is ~~primarily~~the ~~due~~result of toan aincrease of $153.61 million or 5314.6403% ~~decrease~~ in ~~net~~average ~~gain~~loans onreceivable, ~~sale~~net, which ofis ~~loans.~~partially ~~The~~attributable ~~decrease~~to ina ~~net~~healthy ~~gain~~lending onenvironment ~~sale~~in ofthe ~~loans~~growing middle isTennessee ~~the~~area. ~~result~~The ofaverage ayield ~~decline~~on in loans ~~sold~~increased ~~during~~as well, from 5.76% for the six ~~month~~months ~~period~~ ended June 30, 2004, ~~compared~~ to 6.25% for the same period ~~ended~~in ~~June 30, 2003~~2005. This ~~The~~increase ~~decline~~in yield is ~~partially~~due ~~attributable~~ to ~~the~~an ~~Company~~increase ~~retaining~~in ~~more~~the ~~adjustable~~prime rate, ~~loans~~which inhas ~~its~~a direct ~~portfolio~~impact ~~during~~on ~~the~~rates ~~first~~charged ~~six~~for ~~months~~construction, ofacquisition ~~2004.~~and ~~In addition~~development loans, ~~there~~as ~~was~~well aas ~~decrease~~certain incommercial ~~the~~and ~~volume~~consumer of loans. ~~closed~~Management ~~during~~is ~~the~~actively soliciting ~~first~~these ~~six~~types ~~months~~ of ~~2004~~loans. ~~when~~Interest ~~compared~~income toon ~~the~~all ~~first~~other ~~six~~investments, including ~~months~~FHLB ~~of 2003~~stock, ~~primarily~~Federal ~~due~~Reserve tostock, ~~the~~and ~~large~~interest-bearing ~~refinancing~~deposits with other ~~activity~~financial ~~that~~institutions, ~~occurred~~increased ~~during~~by ~~the~~$613,000 ~~first~~or ~~three months of 2003~~74.12%. The ~~decrease~~average tax equivalent inyield ~~net~~for ~~gain~~these oninvestments ~~sale~~increased offrom ~~loans~~2.22% isfor ~~offset~~the bysix anmonths ended ~~increase~~June ~~of $288~~30,~~000~~ or2004 12to 3.8212% infor ~~deposit-related~~the ~~service~~same ~~fees~~period ~~and~~in ~~charges~~2005. ~~This~~These isincreases ~~due to an increase~~ in other ~~the~~investments ~~Bank’s~~are ~~service~~primarily ~~fee~~due ~~schedule~~to ~~as well as~~ an increase in ~~the~~average ~~number of deposit accounts. In the trust segment~~interest-bearing deposits, ~~trust~~including ~~service~~certificates ~~fees~~of ~~increased by $72~~deposit,~~000~~ orat ~~14.57% due to an increase in~~ the ~~assets~~Federal ~~under~~Home ~~management~~Loan Bank.

~~Non-Interest Expense. Non-interest expense increased $240,000 or 1.74%, from $~~11.5 million for the six months ended June 30, 2003 to $11.7 million for the same period in 2004. Many factors contributed to this change. Equipment and service bureau expense increased $230,000 or 16.07%, which primarily is a result of increased equipment maintenance expense, equipment rental and lease expense, and computer expense. These increases are partially attributable to the opening of the Bank’s Sam Ridley branch late in the second quarter of 2003. In addition, professional fees increased $163,000 or 69.36%. This increase is due to an increase in internal audit fees as well as an increase in consulting fees as a result of the internal control requirement of the Sarbanes-Oxley Act of 2002. The Company also experienced an increase of $93,000 or 41.70% in advertising expenses, due to the Bank celebrating its 75th anniversary during the second quarter of 2004. This celebration resulted in numerous promotional activities aimed at recognizing current customers and attracting new prospects. These increases were partially offset by a decrease of $304,000 or 4.03% in salaries and employee benefits, which was primarily due to decreased commission expense, overtime compensation expense, and other retirement expense.

Interest Expense. Total interest expense increased $1.4 million or 54.96%, due to an increase in both the average cost of deposits and the average volume of deposits. Average cost of interest-bearing deposits increased from 1.34% for the six months ended June 30, 2004 to 1.86% for the same period in 2005. Average interest-bearing deposits increased $46.8 million or 12.37%, from $378.3 million for the six months ended June 30, 2004 to $425.1 million for the same period in 2005. The total cost of funds increased from 1.35% for the six months ended June 30, 2004 to 1.87% for the same period in 2005. This increase is primarily due to rising market interest rates as well as an increase in higher-costing term deposits.

Provision for Loan Losses. The provision for loan losses is a charge to earnings to bring the total allowance for loan losses to a level management considers adequate to provide for inherent losses in the loan portfolio. Management examines a variety of factors on a monthly basis to determine the estimated charge or credit necessary to bring the allowance to an acceptable level. These factors include the nature of the portfolio, collateral values, credit concentrations, historical loss experience along with delinquency and charge-off trends, and economic conditions. Management also identifies specific impaired loans by incorporating known information about individual loans, including borrowers’ sensitivity to interest rate movements and other relevant factors.

The provision for loan losses totaled $111,000 for the six months ended June 30, 2005 compared to $176,000 for the same period ended June 30, 2004. This 36.93% decrease is primarily due to lower net charge-offs during the first six months of 2005 when compared to the same period in 2004. Net charge-offs decreased, from $101,000 for the six months ended June 30, 2004 to $71,000 for the same period ended June 30, 2005. Management feels that their evaluations and estimations were reasonable for determining the provision and that the allowance for loan losses is deemed to be adequate as of June 30, 2005. However, a decline in economic conditions or other factors beyond management’s control could significantly alter the amount of losses the Company recognizes in the future.

Non-Interest Income. Non-interest income decreased $399,000 or 6.25%, from $6.4 million for the six months ended June 30, 2004 to $6.0 million for the same period in 2005. This overall decrease is primarily due to a $738,000 or 52.64% decrease in net gain on sale of loans. The decrease in net gain on sale of loans is the result of a decline in loans sold during the six months ended June 30, 2005, compared to the same period ended June 30, 2004. The decline is primarily attributable to a decrease in the volume of mortgage loans closed during the first half of 2005 when compared to the same period of 2004, as a result of a reduction in demand for mortgage loans. This decrease was partially offset by an increase of $251,000 or 9.90% in deposit-related service fees and charges, resulting from an increase in the Bank’s service fee schedule as well as an increase in the number of deposit accounts. Commissions and other non-banking fees increased $117,000 or 9.37%, primarily due to an increase in premium volume at Miller & Loughry.

Non-Interest Expense. Non-interest expense decreased $867,000 or 7.69%, from $11.7 million for the six months ended June 30, 2004 to $10.8 million for the same period in 2005. This is primarily due to an $833,000 or 11.52% decrease in salaries and employee benefit expense. This decrease is attributable to a $956,000 decrease in expense related to the ESOP, which was offset in part by increases in other compensation expenses. During the fourth quarter of 2004, the remaining unallocated shares of the ESOP were released as a result of the repayment of a note payable which encumbered these shares. Any remaining expense of the ESOP was recognized in 2004 as a result of the repayment of the note payable. Advertising expense decreased $97,000 or 30.70%, primarily due to the Bank celebrating its 75^th anniversary during the second quarter of 2004. This celebration resulted in numerous promotional activities aimed at recognizing current customers and attracting new prospects. These decreases were partially offset by a $176,000 or 10.60% increase in equipment and service bureau expense, which primarily is a result of increased depreciation expense as well as increased computer and electronic processing expense.

Income Taxes. Federal income taxes were reduced as a result of a cash distribution of dividends to participants in the ESOP. The Company recognized a tax benefit in the amount of $427,000 on this transaction. Without this tax benefit, net income would have been $3.7 million, diluted earnings per share would have been $0.50, and the effective tax rate would have been 38.0%. Including the tax benefit, the effective tax rate for the period ending June 30, 2005 was 30.8%, compared with 40.4% for the period ending June 30, 2004.

The Company believes it is appropriate to provide investors with information regarding its results of operations and certain performance ratios for the first six months of 2005 without giving effect to the tax benefit of the cash dividends paid to participants in the ESOP. This tax benefit is not expected to be recurring and the Company believes that removing the effect of this tax benefit from its year to date 2005 results of operations and performance ratios provides investors with a more comparable comparison to the Company’s results of operations and performance ratios for the first six months of 2004. Further, management of the Company reviews the Company’s results of operations net of the tax benefit to assess the performance of the Company’s business in comparison to comparable periods.

Liquidity and Capital Resources

The Company’s primary sources of funds are customer deposits, proceeds from loan and security principal and interest payments, sale of loans, maturing securities, term deposits and ~~Federal Home Loan Bank (~~FHLB) of Cincinnati advances. While maturities and scheduled amortization of loans are a predictable source of funds, deposit flows and mortgage prepayments are influenced greatly by general interest rates, other economic conditions, and competition. The Company and the Bank generally maintain sufficient cash and short-term investments to meet short-term liquidity needs. At June 30, ~~2004~~2005, cash and cash equivalents totaled $3279.83 million or 6 13.2612% of total assets, and investment securities available–-for–-sale totaled $4129.39 million. At June 30, ~~2004~~2005, the Bank also maintained, but did not draw upon, a line of credit with the FHLB of Cincinnati in the amount of $50.0 million.

As of June 30, ~~2004~~2005, the Company and the Bank’s regulatory capital ratios were in excess of all applicable regulatory requirements. At June 30, ~~2004~~2005, under the regulations of the Federal Reserve Board, the Bank’s actual leverage, Tier 1 risk-based, and risked-based capital ratios were 98.4749%, 1110.5612% and 1211.6814%, respectively, compared to requirements of 34.0%, 4.0% and 8.0%, respectively. At June 30, ~~2004~~2005, under the regulations of the Federal Reserve Board, the Company’s actual leverage, Tier 1, risk-based, and risked-based capital ratios were 109.4651%, 12 11.9843%, and 1412.1044%, respectively. The Company’s isBoard ~~currently~~has ~~involved~~authorized in a share repurchase program. The ~~Company~~maximum ~~has~~number ~~repurchased~~of ~~108,900~~ shares ~~this~~that ~~year~~remain atto anbe ~~average~~repurchased under ~~price~~the ofplan ~~$15.16.~~is ~~The~~275,261 ~~maximum number of~~ shares. ~~that~~The ~~may~~Company ~~yet~~has benot repurchased ~~under~~any ~~the~~shares during ~~plan~~2005 isunder ~~298,404~~this ~~shares~~program.

At June 30, ~~2004~~2005, the Bank had ~~off-balance sheet~~ loan commitments of approximately $5268.70 million. In addition, at June 30, ~~2004~~2005, the unused portion of lines of credit extended by the Bank was approximately $810.31 million for consumer loans and $3048.06 million for commercial loans. Standby letters of credit and financial guarantees are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. Most guarantees extend from one to two years. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. At June 30, ~~2004~~ 2005, the Bank had $89.68 million of letters of credit outstanding.

Tennessee law provides that a state bank may not declare dividends in any calendar year that exceeds the total of its net income of that year combined with its retained net income of the preceding two years without the prior approval of the Commissioner of the Tennessee Department of Financial Institutions. In no case will the Bank be allowed to make a capital distribution reducing equity below the required balance of the liquidation account. For further discussion of the liquidation account, please see Note 14 of the 2004 Annual Report to Shareholders.

Impact of Inflation and Changing Prices

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

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

The following table presents the Company's repricing gap at June 30, ~~2004~~2005. The table indicates that at June 30, ~~2004~~2005 the Company was asset sensitive up to six months. This would generally indicate an increase in ~~earnings~~net ininterest aincome in a rising rate environment.

	Within Six Months			Six Months to One Year			After One to Three Years			After Three to Five Years			Over ~~Ten~~Five Years			Total
	(in thousands)
	(Dollars in thousands)
Interest-earning assets:
Loans receivable, net	$	~~135~~158,~~125~~631			4850,~~707~~903			6280,~~404~~534			~~149~~148,~~196~~513			1712,~~873~~321			~~413~~450,~~305~~902
FHLB and FRB stock		3,~~057~~286			-			-			-			-			3,~~057~~286
Investment securities available-for-sale		107,~~615~~177			31,~~901~~724			5,~~578~~649			4,~~060~~789			1710,~~114~~588			4129,~~268~~927
Interest-bearing deposits with other financial institutions		1969,~~136~~568			-			-			-			-			1969,~~136~~568
Total rate sensitive assets	$	~~167~~238,~~933~~662			52,~~608~~627			6786,~~982~~183			153,~~256~~302			3422,~~987~~909			~~476~~553,~~766~~683
Interest-bearing liabilities:
Deposits:
Savings deposits	$	2,~~272~~411			2,~~272~~411			89,~~704~~648			89,~~703~~648			-			2124,~~951~~118
Demand deposits		6671,~~334~~083			6571,~~562~~083			3239,~~172~~647			3239,~~173~~647			-			~~196~~221,~~241~~460
Certificates of deposit		5655,~~789~~398			4339,~~498~~169			4077,~~979~~075			1220,~~873~~768			33284			~~154~~192,~~172~~694
Borrowings		27			27			2,109			109			~~590~~535			2,~~862~~807
Total rate sensitive liabilities	$	~~125~~128,~~422~~919			~~111~~112,~~359~~690			83128,~~964~~479			5370,~~858~~172			~~623~~819			~~375~~441,~~226~~079
Excess (deficiency) of interest sensitive assets over interest sensitive liabilities	$	42109,~~511~~743			(5860,~~751~~063	)		(1542,~~982~~296	)		9983,~~398~~130			3422,~~364~~090			~~101~~112,~~540~~604
Cumulative excess (deficiency) of interest sensitive assets	$	42,511			(16,240	)		(32,222	)		67,176			101,540			101,540
Cumulative excess of interest sensitive assets	$	109,743			49,680			7,384			90,514			112,604			112,604
Cumulative ratio of interest-earning assets to interest-bearing liabilities		~~133~~185.8913	%		93120.1456	%		89102.9500	%		~~117~~120.9356	%		~~127~~125.0653	%		~~127~~125.0653	%
Interest sensitivity gap to total rate sensitive assets		819.9282	%		(1210.~~32)~~85	)%		(37.~~35)~~64	)%		2015.8501	%		73.2199	%		2120.3034	%
Ratio of interest-earning assets to interest -bearing liabilities		133.89	%		47.24	%		80.97	%		284.56	%		5,615.89	%		127.06	%
Ratio of interest-earning assets to interest-bearing liabilities		185.13	%		46.70	%		67.08	%		218.47	%		2,797.19	%		125.53	%
Ratio of cumulative gap to total rate sensitive assets		819.9282	%		(38.~~41)~~97	%		(61.~~76)~~33	%		1416.0935	%		2120.3034	%		2120.3034	%

The gap analysis provides the basis for more detailed analysis in a simulation model. Also gap results are popular rate risk indicators. However, to truly evaluate the impact of rate change on income, simulation is the best technique because variables are changed for various rate conditions. Each category’s interest change is calculated as rates ramp up and down. In addition the prepayment speeds and repricing speeds are changed. 14

~~Rate~~The gap analysis ~~shock~~provides isthe abasis ~~method~~ for ~~stress~~more ~~testing~~detailed ~~the~~analysis ~~net~~in ~~interest~~a ~~margin~~simulation ~~(NIM)~~model. Also ~~over~~gap ~~the~~results ~~next~~are ~~four~~popular ~~quarters under several~~ rate ~~change~~risk ~~levels~~indicators. ~~These levels span four 100 basis point increments up and down~~However, asto ~~applicable,~~truly ~~from~~ evaluate the ~~current~~impact ~~interest~~of ~~rates.~~rate Inchange ~~order~~on ~~to simulate activity~~income, ~~maturing~~simulation ~~balances~~is ~~are replaced with new balances at~~ the ~~new~~best ~~rate~~technique ~~level~~because variables ~~and repricing balances~~ are ~~adjusted~~changed tofor ~~the~~various ~~new~~ rate ~~shock level~~conditions. ~~The~~Each category’s interest change is ~~recalculated~~calculated ~~for~~as ~~each~~rates ~~level~~ramp ~~along~~up ~~with the new average yield. NIM is then calculated~~ and ~~a margin risk profile is developed~~down. ~~This~~In ~~simulation~~addition, ~~reveals that~~ the ~~Bank~~prepayment speeds ~~will experience a loss in net interest income if rates decline in the next year. The magnitude~~ and ~~severity~~repricing ofspeeds ~~potential~~are ~~loss for a 100 basis point decline in rates under projected growth conditions would be a decline of 18 basis points~~changed. ~~The magnitude of potential gain for a 100 basis point increase under projected growth conditions would be an increase of 12 basis points.~~

“Rate shock” is a method for stress testing the net interest margin (NIM) over the next four quarters under several rate change levels. These levels span four 100 basis point increments up and down, as applicable, from the current interest rates. In order to simulate activity, maturing balances are replaced with new balances at the new rate level and repricing balances are adjusted to the new rate shock level. The interest is recalculated for each level along with the new average yield. NIM is then calculated and a margin risk profile is developed. This simulation reveals that the Bank will experience a loss in net interest income if rates decline in the next year. The magnitude and severity of potential loss for a 100 basis point decline in rates under projected asset growth conditions would be a decline of 23 basis points in net interest margin.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures.

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

Changes in internal control over financial reporting.

There were no changes in the Company’s internal control over financial reporting during the Company’s fiscal quarter ended June 30, 2005 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

None.

Item 2. Unregistered ~~Changes~~Sales ~~in Securities, Use~~ of ~~Proceeds~~Equity Securities and ~~Issuer~~Use ~~Purchases~~ of ~~Equity Securities~~Proceeds

(a)

Not applicable.

(b)

Not applicable.

(c) ~~Not~~ ~~applicable.~~The following table provides information about purchases by the Company during the quarter ended June 30, 2005 of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act:

(d) Not applicable.

ISSUER PURCHASES OF EQUITY SECURITIES
Period	Total number of shares purchased	Average price paid per share	Total number of shares purchased as part of publicly announced plans or programs	Maximum number of shares that may yet be purchased under the plans or programs
April 1, 2005 through April 30, 2005	-	$ -	-	275,261
May 1, 2005 through May 31, 2005	-	-	-	275,261
June 1, 2005 through June 30, 2005	-	-	-	275,261
Total	-	$ -	-

On September 26, 2001, the Company announced its plans to implement a program to repurchase 710,480 shares of its common stock outstanding (e“stock repurchase program”) . The ~~following~~stock ~~table~~repurchase ~~provides~~program ~~information~~does ~~about~~not ~~purchases~~have an expiration date and unless terminated earlier by resolution of the Company’s ~~during~~Board ~~the~~of ~~quarter~~Directors, will ~~ended~~expire ~~June~~when ~~30,~~the ~~2004~~Company ofhas ~~equity~~repurchased ~~securities~~all ~~that~~shares ~~are~~authorized ~~registered~~for repurchase bythereunder. ~~the~~The Company ~~pursuant~~has no other programs to ~~Section~~repurchase 12common stock ofat ~~the~~this ~~Exchange~~time. ~~Act:~~

ISSUER PURCHASES OF EQUITY SECURITIES
Period	Total number of shares purchased	Average price paid per share	Total number of shares purchased as part of publicly announced plans or programs	Maximum number of shares that may yet be purchased under the plans or programs
April 1, 2004 through April 30, 2004	5,000	$15.60	5,000	400,904
May 1, 2004 through May 31, 2004	81,500	15.08	81,500	319,404
June 1, 2004 through June 30, 2004	21,000	15.33	21,000	298,404
Total	107,500	15.15	107,500

On September 26, 2001, the Company announced its plans to implement a program to repurchase 710,480 shares of its common stock outstanding (“stock repurchase program”). The stock repurchase program does not have an expiration date and unless terminated earlier by resolution of the Company’s board of directors, will expire when the Company has repurchased all shares authorized for repurchase thereunder. The Company has no other programs to repurchase common stock at this time.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

On April 22 28, ~~2004~~2005 at the annual meeting of shareholders of Cavalry Bancorp, Inc. the following Directors were elected for three-year terms:

Name For Withhold Ed C. Loughry, Jr. 5,383,103 119,699 William Kent Coleman 5,377,299 125,503 James C. Cope 5,376,923 125,879

Name	For	Withhold
Gary Brown	6,201,410	8,696
Terry G. Haynes	6,201,560	8,546
William H. Huddleston	6,192,009	18,097

In addition, the following directors continue in office until the annual meeting of shareholders for the year indicated:

Name	Term Expires	Name	Term Expires
Tim Durham	2006	William Kent Coleman	2007
Ronald F. Knight	2006	Ed C. Loughry, Jr.	2007
		James C. Cope	2007

Item 5. Other Information

None.

Item 6. Exhibits ~~and Reports on Form 8-K~~

(a) Exhibits

31.1 CEO Certification Pursuant Rule 13a-14(a)/15d-14(a)

31.2 CFO Certification Pursuant Rule 13a-14(a)/15d-14(a)

32.1 CEO Certification Pursuant 18 U.S.C. Section 1350, Sarbanes –- Oxley Act 2002

32.2 CFO Certification Pursuant 18 U.S.C. Section 1350, Sarbanes –- Oxley Act 2002

~~(b) Reports on Form 8-K~~17

~~The Company furnished a report on Form 8-K under Item 7, Item 9 and Item 12 dated April 30, 2004, reporting the announcement of the Company’s earnings for the first quarter of 2004.~~SIGNATURES

The Company furnished a report on Form 8 K under Item 5 and Item 7 dated April 30, 2004, announcing the re-election of directors William Kent Coleman, James C. Cope and Ed C. Loughry, Jr., each for three-year terms, at the Annual Stockholder’s Meeting held on April 22, 2004.

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

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

		CAVALRY BANCORP, INC.
Date: August 5, 2004	by
Date: August 4, 2005	by:
		Ed C. Loughry, Jr.
		Chairman of the Board and Chief Executive Officer

Date: August 5, 2004	by
Date: August 4, 2005	by:
		Hillard C. Gardner
		Senior Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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