SECURITIES & EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q __X__ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 _____ 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 33-10149 SVB&T Corporation 1500 Main Street Jasper, IN 47546 Telephone (812) 634-1010 State of Incorporation - Indiana I.R.S. Employer Identification No. 35-1539978 NOT APPLICABLE Former name, former address and fiscal year, if changed since last report. 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, and (2) has been subject to the filing requirements for at least the past 90 days. Yes _X__ No ____ Indicate the number of shares outstanding of each of the issuer's classes of common stock. The Registrant has one class of common stock (no par value) with approximately 747,100 shares outstanding at November 2, 2001. The Registrant holds 52,900 shares in the form of Treasury Stock. SVB&T CORPORATION FORM 10-Q INDEX PART I. FINANCIAL INFORMATION Item 1. Financial Statements Page No. Consolidated Balance Sheet September 30, 2001 and 2000 and December 31, 2000........... 3 Consolidated Statement of Income Three and nine months ended September 30, 2001 and 2000..... 4 Consolidated Statement of Cash Flows Nine months ended September 30, 2001 and 2000............... 5 Consolidated Statement of Changes in Shareholders' Equity Nine months ended September 30, 2001 and 2000............... 6 Notes to Consolidated Financial Statements................... 7-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................................... 8-10 PART II. OTHER INFORMATION............................................ 11 SIGNATURES............................................................ 12 SVB&T CORPORATION CONSOLIDATED BALANCE SHEET Sept. 30, Sept. 30, Dec. 31, (unaudited) 2001 2000 2000 ASSETS: Cash and due from banks 4,127 5,931 5,824 Federal funds sold 2,500 630 0 Total cash and cash equivalents 6,627 6,561 5,824 Interest bearing deposits in other banks 225 34 49 Investment securities, available for sale (carried at market value) 20,032 26,771 28,592 Loans Loans, net of unearned interest 210,735 197,953 204,672 Allowance for loan losses (1,698) (1,722) (1,671) Net loans 209,037 196,231 203,001 Buildings and equipment 4,412 4,544 4,607 Other real estate 302 133 0 Interest receivable 1,666 2,085 1,886 Deferred income taxes 0 65 0 Other assets 3,080 3,286 3,268 Total Assets 245,381 239,710 247,227 LIABILITIES: Deposits Non-interest bearing demand 12,329 16,827 13,800 Interest bearing 178,043 165,890 172,560 Total Deposits 190,372 182,717 186,360 Federal Funds Purchased 0 0 2,765 Other Short Term Borrowings 0 2,500 2,500 Interest payable 1,030 921 964 Long-Term Borrowings 29,100 31,100 31,100 Deferred income taxes 364 0 134 Other liabilities 804 733 935 Total Liabilities 221,670 217,971 224,758 SHAREHOLDERS' EQUITY: Common stock 200 200 200 Capital surplus 6,263 6,211 6,211 Retained earnings 17,900 16,695 17,048 Net unrealized gain (loss) on investment securities 336 (392) (15) Treasury stock at cost (53,553 shares) (988) (975) (975) Total Shareholders' Equity 23,711 21,739 22,469 Total Liabilities and Shareholders' Equity 245,381 239,710 247,227 The accompanying notes are an integral part of this statement. SVB&T CORPORATION CONSOLIDATED STATEMENT OF INCOME Three Months Nine Months Ended Sept. 30, Ended Sept. 30, (unaudited) 2001 2000 2001 2000 _____________________________________________________________________________ INTEREST INCOME: Loans and fees on loans 4,270 4,302 13,243 12,330 Investment securities: Taxable 145 304 411 867 Non-taxable 119 132 499 374 Federal funds sold and securities purchased under agreements to resell 23 46 76 69 Deposits with banks 6 0 9 2 Other Interest Income 32 0 104 0 Total Interest Income 4,595 4,784 14,342 13,642 INTEREST EXPENSE: Deposits 1,964 2,095 6,366 5,887 Other Short term Funds Borrowed 0 70 8 316 Long-Term Borrowings 451 505 1,377 1,039 Total interest expense 2,415 2,670 7,751 7,242 Net interest income 2,180 2,114 6,591 6,400 Provision for loan losses 105 75 415 225 Net interest income after provision for loan losses 2,075 2,039 6,176 6,175 NON-INTEREST INCOME: Trust fees 98 173 393 518 Service charges on deposit accounts 137 136 405 395 Securities gains (losses), net 11 (6) 11 (10) Other Income 123 104 307 297 Total Non-interest Income 369 407 1,116 1,200 NON-INTEREST EXPENSE: Salaries and employee benefits 1,013 977 3,010 2,864 Premise and equipment expense 258 265 789 788 FDIC Deposit expense 6 9 26 27 Other expenses 553 493 1,609 1,372 Total non-interest expense 1,830 1,744 5,434 5,051 Income before income taxes 614 702 1,858 2,324 Provision for income tax 196 224 602 773 Net Income 418 478 1,256 1,551 NET INCOME PER COMMON SHARE: Basic $.56 $.64 $1.68 $2.08 Diluted $.56 $.64 $1.67 $2.08 Weighted average common shares outstanding Basic 747,100 745,028 747,100 745,028 Diluted 750,036 747,403 750,036 747,403 The accompanying notes are an integral part of this statement. SVB&T CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS Nine Months Ended Sept 30, (unaudited) 2001 2000 ___________________________________________________________________________ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income 1,256 1,551 ADJUSTMENTS TO RECONCILE NET INCOME TO CASH PROVIDED FROM OPERATING ACTIVITIES: Directors Stock Option Compensation 83 63 Depreciation 326 308 Net premium amortization (discount accretion) of investment securities 15 23 Provision of loan losses 415 225 (Increase)decrease in interest receivable 220 (621) (Increase) decrease in other assets (114) (599) Increase (decrease) in accrued expenses and other liabilities (65) 5 Net cash flows provided by operating activities 2,136 955 CASH FLOWS FROM INVESTING ACTIVITIES: Net (increase) decrease of interest bearing deposits in other banks (176) (16) Purchase of investment securities available for sale (3,257) (3,901) Purchase of investment securities held to maturity 0 (600) Proceeds from maturities and paydowns of investment securities available for sale 12,382 2,257 Net (increase) decrease in loans (6,451) (23,097) Purchase of premises and equipment (131) (328) Net cash flows used in investing activities 2,367 (25,685) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in deposits, Federal Funds and short-term borrowings Non-interest bearing demand (1,471) (5,275) Total interest-bearing deposits 5,483 6,716 Federal Funds Purchased (2,765) 0 Other Short-Term Borrowings (2,500) (2,500) Long-Term Borrowings (2,000) 22,000 Cash dividends paid (403) (402) Treasury Stock Sold 0 5 Treasury Stock Purchased (44) 0 Net cash flows provided by (used in) financing activities (3,700) 20,544 Net increase (decrease) in cash equivalents 803 (4,186) Cash and cash equivalents at beginning of period 5,824 10,747 Cash and cash equivalents at end of period 6,627 6,561 Total interest paid 7,685 7,105 Total taxes paid 901 783 The accompanying notes are an integral part of this statement. SVB&T CORPORATION CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY Nine Months Ended Sept. 30, (unaudited) 2001 2000 _______________________________________________________________________________ Balance, beginning of period 22,469 20,369 Net income 1,256 1,551 Net unrealized gain (loss) on investment securities 350 153 Comprehensive Income 1,606 1,704 Cash Dividends (403) (402) Sale of Treasury Stock 82 68 Purchase of Treasury Stock (43) 0 Balance, end of period 23,711 21,739 The accompanying notes are an integral part of this statement. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 Principles of Consolidation - The consolidated financial statements include the accounts of SVB&T Corporation and its wholly owned subsidiary, Springs Valley Bank & Trust Company. All significant intercompany balances and transactions have been eliminated. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the periods reported, consisting only of normal adjustments, have been included in the accompanying unaudited consolidated condensed financial statements. The results of operations for nine month period ended September 30, 2001 is not necessarily indicative of those expected for the remainder of the year. Note 2 Sept. 30, 2001 Sept. 30, 2000 Dec. 31, 2000 ________________________________________________________________________________ INVESTMENT SECURITIES (at Market Value): U.S. treasury securities 0 0 0 U.S. Government corporations & agencies 4,112 14,578 14,923 States and political subdivisions 15,847 11,277 12,742 Mortgage - backed securities 73 78 75 Other domestic securities 0 838 852 Total Investment Securities 20,032 26,771 28,592 Note 3 Sept. 30, 2001 Sept. 30, 2000 Dec. 31, 2000 ________________________________________________________________________________ LOANS: Commercial and industrial loans 44,120 39,443 40,868 Real estate loans 108,662 98,827 103,100 Construction loans 16,904 16,196 17,173 Agricultural production financing and other loans to farmers 2,774 2,434 1,751 Individual loans for household and other personal expense 36,488 40,125 41,319 Economic development revenue bonds 258 0 0 Lease Financing Receivable 659 609 585 Other Loans Excluding Consumer 963 451 0 Less: Unearned income on loans (93) (132) (124) Total Loans 210,735 197,953 204,672 The accompanying notes are an integral part of this statement. Note 4 Commitments The corporation has agreed to purchase approximately 19% of it's outstanding common stock from a related party shareholder at $40 per share (total price approximately $5,960,000). A notice of proposed exemption from the Department of Labor was published in the Federal Register on October 23, 2001. Assuming no objections, the department will issue final approval after 45 days and the purchase will be completed in late December 2001. The purchase of this stock will not result in capital ratio's which are less than well capitalized. Note 5 Subsequent Events As a result of an examination by the Federal Deposit Insurance Corporation, the Corporation has been directed to add $600,000 to it's allowance for loan losses. This addition will be booked in the 4th quarter of 2001. The expected effect of this addition, after tax, is to reduce net income by $390,000. PART I ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SUMMARY OF OPERATING RESULTS EARNINGS ANALYSIS Net income for the first nine months of $1,256,000 represents an decrease of $295,000 or 19% from the $1,551,000 reported for the same period last year. The third quarter earnings of $418,000 represents an decrease of $60,000 or 13% from the $478,000 reported for the third quarter of 2000. The decreases are a direct result of an increase in reserve for bad debts allocation for 2001 to cover charge-offs and future considerations. NET INTEREST INCOME Springs Valley Bank & Trust Company is asset sensitive as rates have decreased very quickly this year. Interest earning assets reprice faster than interest bearing deposits. In a decreasing rate environment, the bank's income decreased because of a smaller interest spread even though loan totals have increased. SVB&T Corporation's primary source of earnings is net interest income, which is the difference between interest earned on loans and other investments and the interest incurred for deposits. In the first nine months of 2001, net interest income increased by $1,000 or 0% compared to the same period in 2000. The third quarter net interest income for 2001 increased by $36,000 or 2% compared to the third quarter of 2000. Loans are repricing downward so quickly that interest income is decreasing much faster than interest expenses. OTHER INCOME Other income of $1,116,000 for the first three quarters of 2001 is $84,000 or 7% less than the same period for 2000. Other non-interest income is an important part of the profitability of the bank and all avenues of additional income are reviewed. Trust income has decreased by $125,000 due to a large trust moving their account to a larger institution. NON-INTEREST EXPENSES For the first nine months of 2001, other expenses increased by $383,000 or 8% compared to the same period of 2000. The three months ended September 30, 2001 total other expense increase was $86,000 or 5% increase over that same period for 2000. The increase is principally the effect of increased salaries and employee benefits, and enhancements made in data operations, such as imaging and communications. ANALYSIS OF FINANCIAL CONDITION ALLOWANCE FOR POSSIBLE LOAN LOSSES The Corporation's allowance for loan losses was $1,698,000 at September 30, 2001 compared to $1,772,000 at September 30, 2000 and $1,671,000 as of December 31, 2000. At September 30, 2001 the allowance for possible loan losses was .81% of total loans, net for unearned interest. This compares to an allowance of .87% at September 30, 2000. Net charge offs for the first nine months of 2001 were $388,000 compared to $130,000 for the same period last year. Management reviews the loan portfolio and assess the risk and believes that the allowance of $1,698,000 is not adequate. An additional allocation of $600,000 will be placed into the allowance for loan losses in the 4th quarter of 2001, which will place the allowance at 1.03% of total loans. LIQUIDITY AND ASSET/LIABILITY MANAGEMENT The Corporation's objective in liquidity management is to manage the assets and liabilities to meet the needs of borrowers while allowing for the possibility of deposit withdrawals. The primary purpose of asset/liability management is to minimize the effect on net income of changes in interest rates and to maintain a prudent match within specified time periods of rate-sensitive assets and rate-sensitive liabilities. As of September 30, 2001 the rate-sensitive assets were 68% of rate-sensitive liabilities in the 1-180 day maturity category and 76% in the 181-365 day range. These positions are within acceptable ranges as determined by funds management policy. The Corporation's Funds Management Committee meets weekly to monitor and effect changes necessary in the liquidity and rate-sensitivity positions. CAPITAL Total shareholders' equity as of September 30, 2001 was $23,711,000 compared to $21,739,000 for the same period last year. The shareholder's equity has increased by $1,972,000 or 9% from September 30, 2000 to September 30, 2001. This increase is attributed to the unrealized loss on investment securities and profits. (ANALYSIS OF FINANCIAL CONDITIONS CONTINUED) As of September 30, 2001 the leverage capital ratio was 9.49% which compared to 9.05% at September 30, 2000. As of September 30, 2001 the total risk-based capital ratio was 13.60% compared to 11.46% at September 30, 2000. These ratios are in excess of regulatory requirements of 3% for leverage capital and 8% for total risk-based capital. PART II OTHER INFORMATION Item 1 - LEGAL PROCEEDINGS None Item 2 - CHANGES IN SECURITIES None Item 3 - DEFAULTS UPON SENIOR SECURITIES None Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None Item 5 - OTHER INFORMATION None Item 6 - EXHIBITS AND REPORTS OF FORM 8-K None 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. SVB&T Corporation (Registrant) By: Ronald G. Seals President and Chief Executive Officer By: David Rees Principal Financial Officer Date: November 7, 2000