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, 1998 _____ 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 748,187 shares outstanding at August 11, 1998. The Registrant holds 51,813 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, 1998 and 1997 and December 31, 1997................ 3 Consolidated Statement of Income Three and six months ended June 30, 1998 and 1997........... 4 Consolidated Statement of Cash Flows Six months ended June 30, 1998 and 1997..................... 5 Consolidated Statement of Changes in Shareholders' Equity Six months ended June 30, 1998 and 1997..................... 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) 1998 1997 1997 ASSETS: Cash and due from banks 4,818 6,511 4,474 Federal funds sold 8,495 0 900 Total cash and cash equivalents 13,313 6,511 5,374 Interest bearing deposits in other banks 78 26 94 Investment securities, available for sale (carried at market value) 28,773 46,643 38,621 Loans Loans, net of unearned interest 142,836 129,565 140,604 Allowance for loan losses (1,518) (1,370) (1,402) Net loans 141,318 128,195 139,202 Buildings and equipment 4,914 4,988 5,033 Other real estate 0 0 0 Interest receivable 1,222 1,441 1,319 Deferred income taxes 0 0 0 Other assets 1,023 811 761 Total Assets 190,641 188,615 190,404 LIABILITIES: Deposits Non-interest bearing demand 10,931 12,540 13,294 Interest bearing 158,389 155,960 152,578 Total Deposits 169,320 168,500 165,872 Federal Funds Purchased 0 490 0 Other Short Term Borrowings 0 0 4,000 Interest payable 809 796 824 Deferred income taxes 271 234 305 Other liabilities 683 640 688 Total Liabilities 171,083 170,660 171,689 SHAREHOLDERS' EQUITY: Common stock 200 200 200 Capital surplus 6,124 6,094 6,094 Retained earnings 13,974 12,618 13,274 Net unrealized gain (loss) on investment securities 37 (144) (40) Treasury stock at cost (51,513 shares ) (777) (813) (813) Total Shareholders' Equity 19,558 17,955 18,715 Total Liabilities and Shareholders' Equity 190,641 188,615 190,404 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) 1998 1997 1998 1997 ________________________________________________________________________ INTEREST INCOME: Loans and fees on loans 3,132 2,801 6,233 5,475 Investment securities: Taxable 358 626 811 1,274 Non-taxable 97 103 192 208 Federal funds sold and securities purchased under agreements to resell 51 48 74 107 Deposits with banks 0 0 0 0 Total Interest Income 3,638 3,578 7,310 7,064 INTEREST EXPENSE: Deposits 1,825 1,906 3,692 3,703 Other Short term Funds Borrowed 1 3 15 38 Total interest expense 1,826 1,909 3,707 3,741 Net interest income 1,812 1,669 3,603 3,323 Provision for loan losses 120 90 240 180 Net interest income after provision for loan losses 1,692 1,579 3,363 3,143 NON-INTEREST INCOME: Trust fees 187 165 376 330 Service charges on deposit accounts 137 112 269 224 Insurance and claims processing 45 46 93 96 Securities gains (losses), net 0 0 0 3 Other Income 65 25 111 87 Total Non-interest Income 434 348 849 740 NON-INTEREST EXPENSE: Salaries and employee benefits 851 827 1,655 1,628 Premise and equipment expense 169 250 488 562 Other real estate expense 0 1 0 12 FDIC Deposit expense 5 6 10 10 Telephone expense 27 33 60 65 Postage expense 27 27 60 56 Other expenses 323 233 526 446 Total non-interest expense 1,402 1,377 2,799 2,779 Income before income taxes 724 550 1,413 1,104 Provision for income tax 245 144 490 288 Net Income 479 406 923 816 NET INCOME PER COMMON SHARE: Primary .64 .54 1.23 1.09 Weighted average common shares outstanding 748,187 748,187 748,187 748,187 DIVIDENDS DECLARED: Cash dividends .15 0.12 0.30 0.24 The accompanying notes are an integral part of this statement. SVB&T CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS Six Months Ended June 30, (unaudited) 1998 1997 ___________________________________________________________________________ CASH FLOWS FROM OPERATING ACTIVITIES: Net income 923 816 ADJUSTMENTS TO RECONCILE NET INCOME TO CASH PROVIDED FROM OPERATING ACTIVITIES: Directors Stock Option Compensation 5 0 Depreciation 190 214 Net premium amortization (discount accretion) of investment securities 8 0 Provision of loan losses 240 180 Decrease(increase) in interest receivable 97 (84) (Increase) decrease in other assets (262) 81 Increase (decrease) in accrued expenses and other liabilities 54 109 Net cash flows provided by operating activities 1,255 1,316 CASH FLOWS FROM INVESTING ACTIVITIES: Net increase of interest bearing deposits in other banks 16 (26) Purchase of investment securities available for sale (6,071) 0 Proceeds from maturities and paydowns of investment securities available for sale 16,052 3,853 Net (increase) decrease in loans (2,526) (6,845) Purchase of premises and equipment (71) (162) Net cash flows used in investing activities 7,400 (3,180) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in deposits and short-term borrowings Non-interest bearing demand (2,362) 435 Total interest-bearing deposits 5,810 16,920 Federal Funds Purchased 0 (8,830) Other Short-Term Burrowings (4,000) (5,000) Cash dividends paid (224) (179) Treasury Stock Sold 61 0 Net cash flows provided by (used in) financing activities (716) 3,346 Net increase in cash equivalents 7,939 1,482 Cash and cash equivalents at beginning of period 5,374 5,029 Cash and cash equivalents at end of period 13,313 6,511 Total interest paid 3,707 3,696 Total taxes paid 517 305 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) 1998 1997 ______________________________________________________________________________ Balance, beginning of period 18,716 17,329 Net income 923 816 Cash dividends (224) (179) Net unrealized gain (loss) on investment securities 77 (11) Sale of Treasury Stock 66 0 Balance, end of period 19,558 17,955 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, 1998 is not necessarily indicative of those expected for the remainder of the year. The holding company had a 2 for 1 stock split for shareholders as of August 1, 1997. The shares were issued on August 11, 1997. All per share information has been restated based on this stock split. June 30, 1998 June 30, 1997 Dec. 31, 1997 ______________________________________________________________________________ INVESTMENT SECURITIES: U.S. treasury securities 0 0 0 U.S. Government corporations & agencies 18,635 36,417 28,395 States and political subdivisions 8,983 8,791 8,836 Mortgage - backed securities 255 357 312 Other domestic securities 310 500 500 Equity Securities 590 578 578 Total Investment Securities 28,773 46,643 38,621 June 30, 1998 June 30, 1997 Dec. 31, 1997 ______________________________________________________________________________ LOANS: Commercial and industrial loans 14,848 16,301 17,636 Real estate loans 78,807 71,315 79,491 Construction loans 1,121 552 1,322 Agricultural production financing and other loans to farmers 1,418 1,185 1,086 Individual loans for household and other personal expense 45,947 39,888 40,859 Economic development revenue bonds 0 0 0 Lease Financing Receivable 382 483 437 Other Loans Excluding Consumer 465 0 0 Less: Unearned income on loans (152) (159) (227) Total Loans 142,836 129,565 140,604 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 $923,000 represents an increase of $107,000 or 13% from the $816,000 reported for the same period last year. The second quarter earnings of $479,000 represents an increase of $73,000 or 18% from the $406,000 reported for the second quarter of 1997. 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 remained level with the total expenses for 1997. 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 1998, net interest income increased by $280,000 or 8% for the same period in 1997. The second quarter net interest income for 1998 increased by $143,000 or 8% compared to the second quarter of 1997. The improvement in the net interest income is due to assets being deployed into higher yielding loans rather than investments and a slight decline in the average yield on deposits. OTHER INCOME Other income of $849,000 for the first two quarters of 1998 is $109,000 or 15% higher than the same period for 1997.The increase is due to increased trust income and increased service charges on deposit accounts. Other non-interest income is an important part of the profitability of the bank and all avenues of additional income are reviewed. The second quarter increase of other income for 1998 compared to 1997 is $86,000 or 25%. NON-INTEREST EXPENSES For the first six months of 1998, other expenses increased by $20,000 or 1% compared to the same period of 1997. The three months ended June 30, 1998 total other expense increase was $25,000 or 2% increase over that same period for 1997. 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 $1,518,000 at June 30, 1998 compared to $1,370,000 at June 30, 1997 and $1,402,000 as of December 31, 1997. At June 30, 1998 the allowance for possible loan losses was 1.06% of total loans, net for unearned interest. This compares to an allowance of 1.05% at June 30, 1997. Net charge offs for the first six months of 1998 were $124,000 compared to $139,000 for the same period last year. Management reviews the loan portfolio and assess the risk and believes that the allowance of $1,518,000 is more than 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, 1998 the rate-sensitive assets were 74% of rate-sensitive of liabilities in the 1-180 day maturity category and 96% 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, 1998 was $19,558,000 compared to $17,955,000 for the same period last year. The shareholder's equity has increased by $1,603,000 or 9% from June 30, 1997 to June 30, 1998. This increase is attributed to profits increasing and the market value of investment securities increasing. (ANALYSIS OF FINANCIAL CONDITIONS CONTINUED) As of June 30, 1998 the bank's leverage capital ratio was 10.25% which compared to 9.19% at June 30, 1997. As of June 30, 1998 the bank's tier II risk-based capital ratio was 14.81% compared to 15.72% at June 30, 1997. 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 19, 1998. (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 1997 annual meeting of shareholders. A total of 264,677 shares were voted in person and 393,146 shares voted by proxy. This totals 657,823 shares voted in approval of the 748,187 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 11, 1998