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 June 30, 1997 _____ 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 745,800 shares outstanding at August 11, 1997. The Registrant holds 54,200 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 June 30, 1997 and 1996 and December 31, 1996................ 3 Consolidated Statement of Income Three and six months ended June 30, 1997 and 1996........... 4 Consolidated Statement of Cash Flows Six months ended June 30, 1997 and 1996..................... 5 Consolidated Statement of Changes in Shareholders' Equity Six months ended June 30, 1997 and 1996..................... 6 Notes to Consolidated Financial Statements................... 7 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 June 30, June 30, December 31, (unaudited) 1997 1996 1996 ASSETS: Cash and due from banks 6,510,902 3,667,844 5,029,136 Federal funds sold 0 8,080,000 0 Total cash and cash equivalents 6,510,902 11,747,825 5,029,136 Interest bearing deposits in other banks 26,024 0 0 Investment securities, available for sale (carried at market value) 46,643,372 59,059,570 50,512,660 Loans Loans, net of unearned interest 129,565,578 117,617,972 122,859,789 Allowance for loan losses (1,370,408) (1,383,233) (1,329,295) Net loans 128,195,170 116,234,739 121,530,494 Buildings and equipment 4,988,291 5,169,711 5,040,585 Other real estate 0 31,150 53,200 Interest receivable 1,440,914 1,526,009 1,357,380 Deferred income taxes 0 36,355 0 Other assets 810,914 1,279,566 838,639 Total Assets 188,615,587 195,084,944 184,362,094 LIABILITIES: Deposits Non-interest bearing demand 12,539,751 15,348,313 12,554,733 Interest bearing 155,960,019 162,090,703 139,040,316 Total Deposits 168,499,470 177,439,016 151,595,049 Federal Funds Purchased 490,000 0 8,870,000 Other Short Term Borrowings 0 0 5,000,000 Interest payable 795,755 763,978 750,028 Deferred income taxes 234,520 0 241,324 Other liabilities 639,822 609,002 576,177 Total Liabilities 170,659,867 178,811,996 167,032,578 SHAREHOLDERS' EQUITY: Common stock 200,000 200,000 200,000 Capital surplus 6,094,233 6,094,233 6,094,233 Retained earnings 12,618,376 11,293,580 11,981,683 Net unrealized gain (loss) on investment securities (143,889) (501,865) (133,400) Treasury stock at cost (27,100 shares ) (813,000) (813,000) (813,000) Total Shareholders' Equity 17,955,720 16,272,948 17,329,516 Total Liabilities and Shareholders' Equity 188,615,587 195,084,944 184,362,094 The accompanying notes are an integral part of this statement. SVB&T CORPORATION CONSOLIDATED STATEMENT OF INCOME Three Months Six Months Ended June 30, Ended June 30, (unaudited) 1997 1996 1997 1996 ________________________________________________________________________ INTEREST INCOME: Loans and fees on loans 2,800,608 2,512,248 5,474,996 4,996,953 Investment securities: Taxable 626,094 736,839 1,274,369 1,468,493 Non-taxable 103,127 133,106 207,938 268,875 Federal funds sold and securities purchased under agreements to resell 47,552 61,449 107,056 213,239 Deposits with banks 316 0 316 0 Total Interest Income 3,577,697 3,443,642 7,064,675 6,947,560 INTEREST EXPENSE: Deposits 1,906,036 1,851,849 3,703,156 3,755,017 Other Short term Funds Borrowed 2,926 0 38,343 0 Long-term debt 0 0 0 0 Total interest expense 1,908,962 1,851,849 3,741,499 3,775,017 Net interest income 1,668,735 1,591,793 3,323,176 3,172,543 Provision for loan losses 90,000 75,000 180,000 150,000 Net interest income after provision for loan losses 1,578,735 1,516,793 3,143,176 3,022,543 NON-INTEREST INCOME: Trust fees 165,025 153,223 330,025 307,201 Service charges on deposit accounts 111,864 83,227 223,970 156,650 Insurance and claims processing 45,639 51,253 95,550 93,654 Securities gains (losses), net 0 162 3,118 162 Other Income 25,403 68,944 87,102 123,451 Total Non-interest Income 347,931 356,809 739,765 681,118 NON-INTEREST EXPENSE: Salaries and employee benefits 827,159 758,746 1,627,541 1,543,135 Premise and equipment expense 249,971 304,435 562,501 566,569 Other real estate expense 1,149 588 11,794 5,575 FDIC Deposit expense 6,093 500 9,786 1,000 Telephone expense 32,822 39,039 64,951 66,451 Postage expense 26,719 24,342 56,371 59,236 Other expenses 232,538 223,485 446,312 419,069 Total non-interest expense 1,376,451 1,351,135 2,779,256 2,661,035 Income before income taxes 550,216 522,467 1,103,685 1,042,626 Provision for income tax 144,000 136,760 288,000 248,760 Net Income 406,216 385,707 815,685 793,866 NET INCOME PER COMMON SHARE: Primary 1.10 1.04 2.19 2.13 Weighted average common shares outstanding 372,900 372,900 372,900 372,900 DIVIDENDS DECLARED: Cash dividends 0.24 0.24 0.48 0.47 The accompanying notes are an integral part of this statement. SVB&T CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS Six Months Ended June 30, (unaudited) 1997 1996 ___________________________________________________________________________ CASH FLOWS FROM OPERATING ACTIVITIES: Net income 815,685 793,866 ADJUSTMENTS TO RECONCILE NET INCOME TO CASH PROVIDED FROM OPERATING ACTIVITIES: Depreciation 214,216 214,120 Net premium amortization (discount accretion) of investment securities (730) 27,629 Provision of loan losses 180,000 150,000 Decrease(increase) in interest receivable (83,534) 11,361 (Increase) decrease in other assets 80,925 (9,117) Increase (decrease) in accrued expenses and other liabilities 109,372 67,347 Net cash flows provided by operating activities 1,315,934 1,255,206 CASH FLOWS FROM INVESTING ACTIVITIES: Net increase of interest bearing deposits in other banks (26,024) 0 Purchase of investment securities available for sale 0 (7,170,725) Proceeds from maturities and paydowns of investment securities available for sale 3,852,725 3,803,804 Net (increase) decrease in loans (6,844,676) (4,970,604) Purchase of premises and equipment (161,922) (306,691) Net cash flows used in investing activities (3,179,897) (8,644,216) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in deposits and short-term borrowings Non-interest bearing demand (14,982) 2,846,548 Total interest-bearing deposits 16,919,703 2,827,892 Federal Funds Purchased (8,830,000) 0 Other Short-Term Burrowings (5,000,000) 0 Cash dividends paid (178,992) (175,263) Net cash flows provided by (used in) financing activities 3,345,799 5,499,177 Net decrease in cash equivalents 1,481,766 (1,889,833) Cash and cash equivalents at beginning of period 5,029,136 13,637,658 Cash and cash equivalents at end of period 6,510,902 11,747,825 Total interest paid 3,695,772 3,876,399 Total taxes paid 305,260 224,689 The accompanying notes are an integral part of this statement. SVB&T CORPORATION CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY Six Months Ended June 30, (unaudited) 1997 1996 _______________________________________________________________________________ Balance, beginning of period 17,329,516 16,372,127 Net income 815,685 793,866 Cash dividends (178,990) (175,263) Net unrealized gain (loss) on investment securities (10,491) (717,782) Balance, end of period 17,955,720 16,272,948 The accompanying notes are an integral part of this statement. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 six month period ended June 30, 1997 is not necessarily indicative of those expected for the remainder of the year. June 30, 1997 June 30, 1996 Dec. 31, 1996 ________________________________________________________________________________ INVESTMENT SECURITIES: U.S. treasury securities 0 0 0 U.S. Government corporations & agencies 36,416,935 47,542,334 39,468,326 States and political subdivisions 8,791,310 10,076,634 9,610,273 Mortgage - backed securities 356,827 373,602 366,661 Other domestic securities 500,000 500,000 500,000 Equity Securities 578,300 567,000 567,400 Total Investment Securities 46,643,372 59,059,570 50,512,600 June 30, 1997 June 30, 1996 Dec. 31, 1996 ________________________________________________________________________________ LOANS: Commercial and industrial loans 16,301,366 15,046,842 15,133,405 Real estate loans 71,315,286 65,055,382 67,859,219 Construction loans 551,973 68,652 64,737 Agricultural production financing and other loans to farmers 1,184,804 1,179,543 1,094,039 Individual loans for household and other personal expense 40,371,252 36,514,261 38,451,555 Economic development revenue bonds 0 0 23,909 Lease Financing Receivable 0 0 538,007 Other Loans Excluding Consumer 0 0 0 Less: Unearned income on loans (159,103) (246,708) 305,082 Total Loans 129,565,578 117,617,972 122,859,789 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 six months of $815,685 represents an increase of $21,819 or 3% from the $793,866 reported for the same period last year. The second quarter earnings of $406,216 represents an increase of $20,509 or 5% from the $385,707 reported for the second quarter of 1996. The income increase is a direct result of a increase net interest margin. The bank's non-interest income has increased with income from trustee fees and service charges on accounts. Non-interest Expenses have increased by an average rate of 4% over the 1996 total expenses. NET INTEREST INCOME Springs Valley Bank & Trust Company is a very liability sensitive bank. Interest bearing deposits reprice much faster than interest bearing loans and investments. In a declining environment, the bank's income increased because of a widening interest spread. Thus, our interest spreads have become larger and income has returned to a more acceptable position. The interest spread is improving. This subject is reviewed in greater detail in the following management comments. 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 six months of 1997, net interest income increased by $148,281 or 5% for the same period in 1996. The second quarter net interest income for 1997 increased by $74,590 or 5% compared to the second quarter of 1996. The improvement in the net interest income is due to assets being deployed into higher yielding loans rather than investments. OTHER INCOME Other income of $739,765 for the first two quarters of 1997 is $58,647 or 9% higher than the same period for 1996.The increase is due to increased trust income and increased service charges on deposit accounts. Other non-interest is an important part of the profitability of the bank and all avenues of additional income are reviewed. The second quarter decrease of other income, 1997 compared to 1996 is $26,904. NON-INTEREST EXPENSES For the first six months of 1997, other expenses increased by $118,221 or 4% compared to the same period of 1996. The three months ended June 30, 1997 total other expense increase was $25,316 or 2% increase over that same period for 1996. This increase is principally the effect of increased salaries and employee benefits. ANALYSIS OF FINANCIAL CONDITION ALLOWANCE FOR POSSIBLE LOAN LOSSES The Corporation's allowance for loan losses was $1,370,408 at June 30, 1997 compared to $1,383,233 at June 30, 1996 and $1,329,295 as of December 31, 1996. At June 30, 1996 the allowance for possible loan losses was 1.06% of total loans, net for unearned interest. This compares to an allowance of 1.18% at June 30, 1996. Net charge offs for the first six months of 1997 were $139,000 compared to $116,000 for the same period last year. Management reviews the loan portfolio and assess the risk and believes that the allowance of $1,370,408 is adequate. 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 June 30, 1997 the rate-sensitive assets were 62% of rate-sensitive liabilities in the 1-180 day maturity category and 85% 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 June 30, 1997 was $17,955,720 compared to $16,272,948 for the same period last year. The shareholder's equity has increased by $626,204 or 4% from December 31, 1996 to June 30, 1997. This increase is attributed to the unrealized loss on investment securities remaining relatively stable and profits increasing. (ANALYSIS OF FINANCIAL CONDITIONS CONTINUED) As of June 30, 1997 the bank's leverage capital ratio was 9.19% which compared to 8.89% at June 30, 1996. As of June 30, 1997 the bank's tier II risk-based capital ratio was 15.72% compared to 15.51% at June 30, 1996. These ratios are in excess of regulatory requirements of 3% for leverage capital and 8% for tier II 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 (a) The annual meeting of shareholders of the corporation was held on May 13, 1997. (b) The following were elected directors of the corporation for a term of one year and until their successors are elected and qualified: Arnold F. Habig, Brian K. Habig, Douglas A. Habig, John B. Habig, Thomas L. Habig, Maurice R. Kuper, Hilbert Lindsey, Ronald G. Seals, R.J. Sermersheim, H.E. Thyen, and James C. Tucker. (c) The shareholders unanimously approved the action of the directors and officers since the 1996 annual meeting of shareholders. A total of 159,888 shares were voted in person and 161,344 shares voted by proxy. This totals 321,232 shares voted in approval of the 372,900 shares outstanding. 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: August 9, 1996