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 March 31, 1999 _____ 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 746,133 shares outstanding at May 10, 1999. The Registrant holds 53,867 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 March 31, 1999 and 1998 and December 31, 1998............... 3 Consolidated Statement of Income Three months ended March 31, 1999 and 1998.................. 4 Consolidated Statement of Cash Flows Three months ended March 31, 1999 and 1998................. 5 Consolidated Statement of Changes in Shareholders' Equity Three months ended March 31, 1999 and 1998.................. 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 March 31, March 31, December 31, (unaudited) 1999 1998 1998 ____________________________________________________________________________ ASSETS: Cash and due from banks 4,141 4,446 4,195 Federal funds sold 1,060 4,055 2,860 Total cash and cash equivalents 5,201 8,501 7,055 Interest bearing deposits in other banks 54 78 79 Investment securities, available for sale (carried at market value) 24,168 33,433 26,065 Loans Loans, net of unearned interest 152,703 140,570 143,669 Allowance for loan losses (1,198) (1,463) (1,106) Net loans 151,505 139,107 142,563 Buildings and equipment 4,743 4,979 4,821 Other real estate 0 0 0 Interest receivable 1,147 1,286 1,196 Deferred income taxes 0 0 0 Other assets 1,008 770 962 Total Assets 187,826 188,154 182,741 Liabilities: Deposits Non-interest bearing demand 11,753 10,529 12,748 Interest bearing 147,615 156,549 146,584 Total Deposits 159,368 167,141 159,332 Federal Funds Purchased 0 0 0 Other Short Term Borrowings 5,000 0 0 Interest payable 729 824 713 Deferred income taxes 527 342 550 Other liabilities 626 566 813 Long-Term Borrowings 1,000 0 1,000 Total Liabilities 167,250 168,873 162,408 SHAREHOLDERS' EQUITY: Common stock 200 200 200 Capital surplus 6,165 6,124 6,124 Retained earnings 14,940 13,718 14,655 Net unrealized gain (loss) on investment securities 155 16 190 Treasury stock at cost (51,813 shares) (884) (777) (836) Total Shareholders' Equity 20,576 19,281 20,333 Total Liabilities and Shareholders' Equity 187,826 188,154 182,741 (Dollar amounts in thousands) The accompanying notes are an integral part of this statement. SVB&T CORPORATION CONSOLIDATED STATEMENT OF INCOME Three Months Ended March 31, (unaudited) 1999 1998 ____________________________________________________________________________ INTEREST INCOME: Loans and fees on loans 3,044 3,101 Investment securities: Taxable 242 453 Non-taxable 103 95 Federal funds sold and securities purchased under agreements to resell 18 23 Deposits with banks 0 0 Total Interest Income 3,407 3,672 INTEREST EXPENSE: Deposits 1,565 1,867 Other Short Term Funds Borrowed 27 14 Long-Term Borrowings 13 0 Total interest expense 1,605 1,881 Net interest income 1,802 1,791 Provision for loan losses 135 120 Net interest income after provision for loan losses 1,667 1,671 NON-INTEREST INCOME: Trust fees 173 189 Service charges on deposit accounts 123 132 Insurance and claims processing 41 48 Securities gains (losses), net 0 0 Other Income 46 46 Total Non-interest Income 383 415 NON-INTEREST EXPENSE: Salaries and employee benefits 887 804 Premise and equipment expense 217 319 FDIC Deposit expense 3 5 Other expenses 351 269 Total non-interest expense 1,458 1,397 Income before income taxes 592 689 Provision for income tax 195 245 Net Income 397 444 NET INCOME PER COMMON SHARE: Primary .53 .59 Weighted average common shares outstanding 747,536 748,187 DIVIDENDS DECLARED: Cash dividends 0.15 0.15 (Dollars amounts in thousands) The accompanying notes are an integral part of this statement. SVB&T CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS Three Months Ended March 31, (unaudited) 1999 1998 ____________________________________________________________________________ CASH FLOWS FROM OPERATING ACTIVITIES: Net income 397 444 ADJUSTMENTS TO RECONCILE NET INCOME TO CASH PROVIDED FROM OPERATING ACTIVITIES: Directors Stock Option Compensation 4 5 Depreciation 97 95 Net premium amortization (discount accretion) of investment securities 6 5 Provision of loan losses 135 120 Decrease(increase) in interest receivable 49 33 (Increase) decrease in other assets (46) (9) Increase (decrease) in accrued expenses and other liabilities (194) (122) Net cash flows provided by operating activities 448 571 CASH FLOWS FROM INVESTING ACTIVITIES: Net increase of interest bearing deposits in other banks 25 16 Purchase of investment securities available for sale (997) (4,541) Proceeds from maturities and paydowns of investment securities available for sale 2,888 9,817 Net (increase) decrease in loans (9,340) (25) Purchase of premises and equipment (19) (41) Net cash flows used in investing activities (7,443) 5,226 CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in deposits and short-term borrowings Non-interest bearing demand (995) (2,701) Total interest-bearing deposits 1,031 3,970 Federal Funds Purchased 0 0 Other Short-Term Borrowings 5,000 (4,000) Cash dividends paid 112 0 Treasury Stock Sold 41 61 Treasury Stock Purchased (48) 0 Net cash flows provided by (used in) financing activities 5,141 (2,670) Net increase (decrease) in cash equivalents (1,854) 3,127 Cash and cash equivalents at beginning of period 7,055 5,374 Cash and cash equivalents at end of period 5,201 8,501 Total interest paid 1,589 1,881 Total taxes paid 266 152 (Dollars amounts in thousands) The accompanying notes are an integral part of this statement. SVB&T CORPORATION CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY Three Months Ended March 31, (unaudited) 1999 1998 __________________________________________________________________________ Balance, beginning of period 20,333 18,715 Net income 397 444 Cash dividends (12) 0 Net unrealized gain (loss) on investment securities (35) 56 Sales of Treasury Stock 41 66 Purchase of Treasury Stock (48) 0 Balance, end of period 20,576 19,281 (Dollar amounts in thousands) 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 three month period ended March 31, 1999 is not necessarily indicative of those expected for the remainder of the year. March 31, 1999 March 31, 1998 Dec. 31, 1998 _____________________________________________________________________________ INVESTMENT SECURITIES: U.S. treasury securities 0 0 0 U.S. Government corporations & agencies 13,249 23,604 15,236 States and political subdivisions 9,279 8,553 8,999 Mortgage - backed securities 174 306 211 Other domestic securities 875 392 939 Equity Securities 591 578 590 Total Investment Securities 24,168 33,433 26,065 March 31, 1999 March 31, 1998 Dec. 31, 1998 _____________________________________________________________________________ LOANS: Commercial and industrial loans 12,906 16,598 13,289 Real estate loans 89,240 79,136 80,803 Construction loans 2,209 1,450 1,687 Agricultural production financing and other loans to farmers 1,324 1,212 1,288 Individual loans for household and other personal expense 46,074 41,450 46,470 Economic development revenue bonds 0 0 0 Lease Financing Receivable 451 410 336 Other Loans Excluding Consumer 650 457 0 Less: Unearned income on loans 151 143 204 Total Loans 152,703 140,570 143,669 (Dollars amounts in thousands) 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 three months of $397,000 represents an decrease of $47,000 or 11% from the $444,000 reported for the same period last year. This resulted from increase in the non-interest expense and a reduction of non-interest income. NET INTEREST INCOME 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 and other sources of funds. In the first three months of 1999, net interest income increased by $11,000 or 1% for the same period in 1998. The net interest margin increase compared to the same period last year was primarily a result of average interest cost leveling off. Rates of return on loans and investments have increased. The loan volume has increased $12,398,000 comparing 1999 to 1998. Loan yields are higher than investment yields which increase the net interest income. However, the adjustable rate mortgages are repricing at lesser yields during the last twelve months which have decreased the net interest income. OTHER INCOME Other income of $383,000 for the first quarter of 1999 is $32,000 or 8% less than the same period for 1998. This difference is due to the decrease in the service changes on deposit accounts, Trust Fee Income, and Insurance Income. OTHER EXPENSES For the first three months of 1999, other expenses increased by $61,000 to $1,458,000 compared to $1,397,000 for the same period of 1998. This is due to a substantial increase in hospitalization cost and additional computer expenses. ANALYSIS OF FINANCIAL CONDITION ALLOWANCE FOR POSSIBLE LOAN LOSSES The Corporation's allowance for loan losses was $1,198,000 at March 31, 1999 compared to $1,463,000 at March 31, 1998. At March 31, 1999 the allowance for possible loan losses was .78% of total loans, net for unearned interest. This compares to an allowance of 1.04% at March 31, 1998. Net charge offs for the first three months of 1999 were $43,000, compared to $60,000 for the same period last year. Based on management's review of the portfolio, management believes the allowance of $1,198,000 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 March 31, 1999 the rate-sensitive assets were 73% of rate-sensitive liabilities in the 1-180 day maturity category and 90% 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 March 31, 1999 was $20,576,000 compared to $19,281,000 for the same period last year. This increase is attributed to the increase in Net Income for 1998 and the increase of the net unrealized loss on investment securities. (ANALYSIS OF FINANCIAL CONDITIONS CONTINUED) As of March 31, 1999 the corporation's leverage capital ratio was 10.95% which compared to 9.70% at March 31, 1998. As of March 31, 1999 the corporation's total risk-based capital ratio was 15.17% compared to 14.56% at March 31, 1998. These ratios are in excess of regulatory requirements of 3% for leverage capital and 8% for tier II risk-based capital. YEAR 2000 The bank is working diligently to minimize the impact of any Year 2000 related problems that might occur either within the bank or outside the bank and affect the safe and sound operation of the bank. A Year 2000 committee and several sub-committees are working to complete all Y2K related activities according to the guidelines and recommendations of FFIEC. All recommended deadlines have been met to this point. The bank expects to spend a total of about $250,000 on Y2K related activities. Approximately one-half of that expense will be for hardware and software that can be capitalize and amortized over a period of time. The remainder is primarily labor costs that will be taken as an operating expense. Management does not expect this to have a substantial adverse effect on the bank's income. The bank is working on both a remediation contingency plan and a business resumption contingency plan. Management expects those to be completed no later than the FFIEC recommended guidelines date. It is impossible to assess the effect of Y2K related problems on the operation and profitability of the bank. Management plans to be able to offer limited essential banking services to its customers under even the most adverse conditions. The severity and length of any Y2K problems will determine the degree to which the contingency plans must be utilized and how much the operation and profitability of the bank are impacted. 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: May 14, 1999