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, 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 August 11, 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 June 30, 1999 and 1998 and December 31, 1998................ 3 Consolidated Statement of Income Three and six months ended June 30, 1999 and 1998........... 4 Consolidated Statement of Cash Flows Six months ended June 30, 1999 and 1998..................... 5 Consolidated Statement of Changes in Shareholders' Equity Six months ended June 30, 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 June 30, June 30, December 31, (unaudited) 1999 1998 1998 ASSETS: Cash and due from banks 5,071 4,818 4,195 Federal funds sold 12,070 8,495 2,860 Total cash and cash equivalents 17,141 13,313 7,055 Interest bearing deposits in other banks 48 78 79 Investment securities, available for sale (carried at market value) 25,858 28,773 26,065 Loans Loans, net of unearned interest 159,634 142,836 143,669 Allowance for loan losses (1,529) (1,518) (1,106) Net loans 158,105 141,318 142,563 Buildings and equipment 4,638 4,914 4,821 Other real estate 0 0 0 Interest receivable 1,374 1,222 1,196 Deferred income taxes 0 0 0 Other assets 776 1,023 962 Total Assets 207,940 190,641 182,741 LIABILITIES: Deposits Non-interest bearing demand 12,257 10,931 12,747 Interest bearing 159,894 158,389 146,584 Total Deposits 172,151 169,320 159,331 Federal Funds Purchased 0 0 0 Other Short Term Borrowings 5,000 0 0 Long-Term Borrowings 9,100 0 1,000 Interest payable 775 809 713 Deferred income taxes 292 271 550 Other liabilities 596 683 814 Total Liabilities 187,914 171,083 162,408 SHAREHOLDERS' EQUITY: Common stock 200 200 200 Capital surplus 6,165 6,124 6,124 Retained earnings 14,847 13,974 14,655 Net unrealized gain (loss) on investment securities (302) 37 190 Treasury stock at cost (53,867 shares ) (884) (777) (836) Total Shareholders' Equity 20,026 19,558 20,333 Total Liabilities and Shareholders' Equity 207,940 190,641 182,741 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) 1999 1998 1999 1998 ________________________________________________________________________ INTEREST INCOME: Loans and fees on loans 3,248 3,132 6,292 6,233 Investment securities: Taxable 243 358 485 811 Non-taxable 117 97 220 192 Federal funds sold and securities purchased under agreements to resell 37 51 55 74 Deposits with banks 1 0 1 0 Total Interest Income 3,646 3,638 7,053 7,310 INTEREST EXPENSE: Deposits 1,651 1,825 3,216 3,692 Other Short term Funds Borrowed (22) 1 5 15 Long-term Borrowings 118 0 131 0 Total interest expense 1,747 1,826 3,352 3,707 Net interest income 1,899 1,812 3,701 3,603 Provision for loan losses 565 120 700 240 Net interest income after provision for loan losses 1,334 1,692 3,001 3,363 NON-INTEREST INCOME: Trust fees 172 187 345 376 Service charges on deposit accounts 250 137 373 269 Insurance and claims processing 41 45 82 93 Securities gains (losses), net (3) 0 (3) 0 Other Income (71) 65 (25) 111 Total Non-interest Income 389 434 772 849 NON-INTEREST EXPENSE: Salaries and employee benefits 990 851 1,877 1,655 Premise and equipment expense 228 169 445 488 FDIC Deposit expense 7 5 10 10 Other expenses 499 323 850 526 Total non-interest expense 1,724 1,402 3,182 2,799 Income before income taxes (1) 724 591 1,413 Provision for income tax (43) 245 152 490 Net Income 42 479 439 923 NET INCOME PER COMMON SHARE: Primary .06 .64 .59 1.23 Weighted average common shares outstanding 746,133 748,187 746,133 748,187 DIVIDENDS DECLARED: Cash dividends .15 0.15 0.30 0.30 The accompanying notes are an integral part of this statement. SVB&T CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS Six Months Ended June 30, (unaudited) 1999 1998 ___________________________________________________________________________ CASH FLOWS FROM OPERATING ACTIVITIES: Net income 439 923 ADJUSTMENTS TO RECONCILE NET INCOME TO CASH PROVIDED FROM OPERATING ACTIVITIES: Directors Stock Option Compensation 4 5 Depreciation 220 190 Net premium amortization (discount accretion) of investment securities 12 8 Provision of loan losses 700 240 Decrease(increase) in interest receivable (178) 97 (Increase) decrease in other assets 186 (262) Increase (decrease) in accrued expenses and other liabilities (413) 54 Net cash flows provided by operating activities 970 1,255 CASH FLOWS FROM INVESTING ACTIVITIES: Net increase of interest bearing deposits in other banks (31) 16 Purchase of investment securities available for sale (5,501) (6,071) Proceeds from maturities and paydowns of investment securities available for sale 4,976 16,052 Net (increase) decrease in loans (16,450) (2,562) Purchase of premises and equipment (37) (71) Net cash flows used in investing activities (17,043) 7,400 CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in deposits and short-term borrowings Non-interest bearing demand (491) (2,362) Total interest-bearing deposits 13,310 5,810 Federal Funds Purchased 0 0 Other Short-Term Borrowings 5,000 (4,000) Long-Term Borrowings 8,100 0 Cash dividends paid 247 (224) Treasury Stock Sold 41 61 Treasure Stock Purchased (48) 0 Net cash flows provided by (used in) financing activities 26,159 (716) Net increase in cash equivalents 10,086 7,939 Cash and cash equivalents at beginning of period 7,055 5,374 Cash and cash equivalents at end of period 17,141 13,313 Total interest paid 3,290 3,707 Total taxes paid 266 517 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) 1999 1998 ______________________________________________________________________________ Balance, beginning of period 20,333 18,716 Net income 439 923 Cash dividends (247) (224) Net unrealized gain (loss) on investment securities (492) 77 Sale of Treasury Stock 41 66 Purchase of Treasury stock (48) 0 Balance, end of period 20,026 19,558 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, 1999 is not necessarily indicative of those expected for the remainder of the year. June 30, 1999 June 30, 1998 Dec. 31, 1998 ______________________________________________________________________________ INVESTMENT SECURITIES: U.S. treasury securities 0 0 0 U.S. Government corporations & agencies 13,743 18,635 15,236 States and political subdivisions 10,378 8,983 8,999 Mortgage - backed securities 186 255 211 Other domestic securities 846 310 939 Equity Securities 705 590 590 Total Investment Securities 25,858 28,773 26,065 June 30, 1999 June 30, 1998 Dec. 31, 1998 ______________________________________________________________________________ LOANS: Commercial and industrial loans 14,571 14,848 13,289 Real estate loans 93,484 78,807 80,803 Construction loans 1,781 1,121 1,687 Agricultural production financing and other loans to farmers 1,644 1,418 1,288 Individual loans for household and other personal expense 48,242 45,947 46,470 Economic development revenue bonds 0 0 0 Lease Financing Receivable 390 382 336 Other Loans Excluding Consumer 0 465 0 Less: Unearned income on loans (148) (152) (204) Total Loans 159,964 142,836 143,669 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 $439,000 represents a decrease of $484,000 or 52% from the $923,000 reported for the same period last year. The second quarter earnings of $42,000 represents an decrease of $437,000 or 91% from the $479,000 reported for the second quarter of 1998. The income increase is a direct result of Reserve for Bad Debts allocations to covered current charge-offs and future considerations. NET INTEREST INCOME Springs Valley Bank & Trust Company is a slightly liability sensitive bank. Interest bearing deposits reprice faster than interest bearing loans and investments. In a rising 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 1999, net interest income increased by $98,000 or 3% for the same period in 1998. The second quarter net interest income for 1999 increased by $87,000 or 5% compared to the second quarter of 1998. 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 1999 is $77,000 or 9% lower than the same period for 1998. The decrease is due to decreased trust income and losses on some fixed assets taken out of service. Other non-interest income is an important part of the profitability of the bank and all avenues of additional income are reviewed. NON-INTEREST EXPENSES For the first six months of 1999, other expenses increased by $383,000 or 14% compared to the same period of 1998. The three months ended June 30, 1999 total other expense increase was $322,000 or 23% increase over that same period for 1998. This increase is principally the effect of increased salaries and employee benefits, year 2000 expenses and the adjustment for credit card rebates. ANALYSIS OF FINANCIAL CONDITION ALLOWANCE FOR POSSIBLE LOAN LOSSES The Corporation's allowance for loan losses was $1,529,000 at June 30, 1999 compared to $1,518,000 at June 30, 1998 and $1,106,000 as of December 31, 1998. At June 30, 1999 the allowance for possible loan losses was .96% of total loans, net for unearned interest. This compares to an allowance of 1.06% at June 30, 1998. Net charge offs for the first six months of 1999 were $277,000 compared to $124,000 for the same period last year. Management reviews the loan portfolio and assess the risk and believes that the allowance of $1,529,000 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, 1999 the rate-sensitive assets were 77% of rate-sensitive of liabilities in the 1-180 day maturity category and 89% 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, 1999 was $20,026,000 compared to $19,558,000 for the same period last year. The shareholder's equity has increased by $468,000 or 2% from June 30, 1998 to June 30, 1999. This increase is attributed to profits. (ANALYSIS OF FINANCIAL CONDITIONS CONTINUED) As of June 30, 1999 the bank's leverage capital ratio was 10.09% which compared to 10.25% at June 30, 1998. As of June 30, 1999 the bank's tier II risk-based capital ratio was 12.27% compared to 14.81% at June 30, 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 recommend 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 The Indiana Supreme court ruled that SVB&T Company must pay Hesston Credit Corporation $199,000 in settlement of a cast that began in 1991. 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 18, 1999. (b) The following were elected directors of the corporation for a term of one year and until their successors are elected and qualified: Brian K. Habig, Douglas A. Habig, John B. Habig, Thomas L. Habig, Hilbert Lindsey, Ronald G. Seals, R.J. Sermersheim, Ronald J. Thyen, James C. Tucker, and Gary P. Critser. (c) The shareholders unanimously approved the action of the directors and officers since the 1998 annual meeting of shareholders. A total of 374,479 shares were voted in person and 268,346 shares voted by proxy. This totals 642,825 shares voted in approval of the 746,133 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, 1999