SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to ------------ ------------- Commission File Number 0-22535 Sistersville Bancorp, Inc. (Exact name of registrant as specified in its charter) Delaware 31-1516424 - -------- ---------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 726 Wells Street, Sistersville, WV 26175 (Address of principal executive offices) (304) 652-3671 (Registrant's telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: Class: Common Stock, par value $.10 per share Outstanding at August 3, 1998: 628,357 shares 2 SISTERSVILLE BANCORP, INC. INDEX Page Number ------ PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheet (Unaudited) as of June 30, 1998 and March 31, 1998 3 Consolidated Statement of Income (Unaudited) for the Three Months ended June 30, 1998 and 1997 4 Consolidated Statement of Comprehensive Income Unaudited)for the Three Months ended June 30, 1998 and 1997 5 Consolidated Statement of Cash Flows (Unaudited) for the Three Months ended June 30, 1998 and 1997 6 Notes to Unaudited Consolidated Financial Statements 7 - 8 Item 2. Management's Discussion and Analysis 8 - 11 PART II. OTHER INFORMATION Item 1. Legal Proceedings 12 Item 2. Changes in Securities 12 Item 3. Default Upon Senior Securities 12 Item 4. Submissions of Matters to a Vote of Security Holders 12 Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 12 SIGNATURES 13 3 SISTERSVILLE BANCORP, INC. CONSOLIDATED BALANCE SHEET (UNAUDITED) June 30, March 31, 1998 1998 ----------- ----------- ASSETS Cash and Cash Equivalents: Cash and amounts due from banks $ 105,545 $ 97,009 Interest-bearing deposits with other institutions 595,816 1,469,028 ----------- ----------- Total cash and cash equivalents 701,361 1,566,037 Investment Securities: Securities held to maturity (fair value of $469,648 and $536,365) 456,903 527,006 Securities available for sale 5,344,533 5,387,243 ----------- ----------- Total investment securities 5,801,436 5,914,249 Loans receivable, (net of allowance for loan losses of $169,600 and $168,850) 24,171,424 23,646,924 Office properties and equipment, net 443,533 378,362 Accrued interest receivable (net of reserve for uncollected interest of $4,471 and $5,504) 231,477 202,166 Other assets 26,411 27,244 ----------- ----------- TOTAL ASSETS $31,375,642 $31,734,982 =========== =========== LIABILITIES Deposits $20,182,413 $20,595,965 Deferred income taxes 294,615 354,210 Accrued interest payable and other liabilities 314,259 203,361 ----------- ----------- TOTAL LIABILITIES 20,791,287 21,153,536 ----------- ----------- STOCKHOLDERS' EQUITY Preferred Stock, $.10 par value; 500,000 shares authorized, none issued - - Common Stock, $.10 par value; 2,000,000 shares authorized, 661,428 issued, and 628,357 outstanding 66,143 66,143 Additional paid - in capital 6,164,821 6,152,518 Treasury Stock, at cost (33,071 shares) (529,136) (529,136) Retained Earnings - substantially restricted 4,699,245 4,686,573 Unearned Employee Stock Ownership Plan shares (ESOP) (458,760) (480,989) Accumulated other comprehensive income 642,042 686,337 ----------- ----------- TOTAL STOCKHOLDERS' EQUITY 10,584,355 10,581,446 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $31,375,642 $31,734,982 =========== =========== See accompanying notes to the unaudited consolidated financial statements. 4 SISTERSVILLE BANCORP, INC. CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) Three Months Ended June 30, 1998 1997 ------------ ------------ INTEREST AND DIVIDEND INCOME Taxable interest on loans $ 503,076 $ 475,898 Taxable interest on investments 87,476 68,931 Dividends on Federal Home Loan Bank Stock 3,650 3,231 Dividends on Federal Home Loan Mortgage Corporation Stock 681 2,270 ----------- ----------- Total interest and dividend income 594,883 550,330 INTEREST EXPENSE Deposits 213,329 261,114 ----------- ----------- NET INTEREST INCOME 381,554 289,216 Provision for loan losses 1,050 1,950 ---------- ----------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 380,504 287,266 ---------- ----------- NONINTEREST INCOME Service charges 7,614 5,874 Gain on sale securities available for sale 92,927 - Other income 456 480 ---------- ----------- Total noninterest income 100,997 6,354 ---------- ----------- NONINTEREST EXPENSE Compensation and employee benefits 213,396 90,841 Occupancy 8,916 9,155 Furniture and equipment expense 7,940 8,470 Deposit insurance premiums 3,305 3,434 Supervisory examination, audit and legal fees 25,554 6,550 Advertising and public relations 6,199 6,495 Service bureau expense 13,815 17,334 Franchise, payroll and other taxes 15,165 10,389 Other expenses 15,620 14,558 ---------- ----------- Total noninterest expense 309,910 167,226 ---------- ----------- Income before income taxes 171,591 126,394 Income taxes 61,557 42,544 ---------- ----------- NET INCOME $ 110,034 $ 83,850 ========== =========== EARNINGS PER SHARE (Note 4) Basic and diluted $ .19 $ N/A ========== =========== AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED 581,595 - ========== =========== See accompanying notes to the unaudited consolidated financial statements. 5 SISTERSVILLE BANCORP, INC. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) Three Months Ended June 30, 1998 1997 ---------- ---------- NET INCOME $ 110,034 $ 83,850 ---------- ---------- Other comprehensive income, net of tax: Unrealized gains on securities: Unrealized holding gains arising during the period 16,637 124,832 Reclassification adjustment for gains included in net income (60,932) - ---------- ---------- Other comprehensive income (loss) (44,295) 124,832 ---------- ---------- COMPREHENSIVE INCOME $ 65,739 $ 208,682 ========== ========== See accompanying notes to the unaudited consolidated financial statements. 6 SISTERSVILLE BANCORP, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) Three Months Ended June 30, 1998 1997 ----------- ----------- OPERATING ACTIVITIES Net income $ 110,034 $ 83,850 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, amortization and accretion, net 8,917 9,318 Gain on sale of available for sale securities (92,927) - Provision for loan losses 1,050 1,950 Deferred federal income taxes (34,678) (600) ESOP amortization 34,532 - Decrease (increase) in accrued interest receivable and other assets (28,478) 119,285 Increase (decrease) in accrued interest payable and other liabilities 95,445 39,019 Increase (decrease) in accrued federal income taxes 15,455 (11,739) ----------- ----------- Net cash provided by operating activities 109,350 241,083 ----------- ----------- INVESTING ACTIVITIES Proceeds from sale of available for sale securities 94,907 - Purchase of available for sale securities (22,400) (425,000) Principal collected on mortgage-backed securities 65,089 17,060 Net increase in loans (525,550) (549,264) Purchases of office properties and equipment (75,158) (4,273) ----------- ----------- Net cash used for investing activities (463,112) (961,477) ----------- ----------- FINANCING ACTIVITIES Net increase (decrease) in deposits (413,552) (146,630) Dividends paid (97,362) - Proceeds from sale of common stock - 5,664,987 ---------- ----------- Net cash provided by (used for) financing activities (510,914) 5,518,357 ---------- ----------- Change in cash and cash equivalents (864,676) 4,797,963 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,566,037 1,794,459 ---------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 701,361 $ 6,592,422 ========== =========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest on deposits and borrowings $ 213,983 $ 260,349 Income taxes 40,090 28,000 See accompanying notes to the unaudited consolidated financial statements. 7 SISTERSVILLE BANCORP, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION The consolidated financial statements of Sistersville Bancorp, Inc. (the "Company"), include its wholly-owned subsidiary, First Federal Savings Bank (the "Bank"). All significant intercompany balances and transactions have been eliminated. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-QSB and, therefore, do not necessarily include all information that would be included in audited financial statements. The information furnished reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results of operations. All such adjustments are of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the fiscal year ended March 31, 1999. These statements should be read in conjunction with the consolidated statements as of and for the fiscal year ended March 31, 1998, and related notes which are included in the Company's Annual Report on Form 10-KSB (file no. 0-22535). NOTE 2 - CONVERSION TO STOCK FORM OF OWNERSHIP AND FORMATION OF HOLDING COMPANY On December 5, 1996, the Board of Directors of First Federal Savings and Loan Association of Sistersville (the "Association") approved a plan of conversion (the "Plan") providing for the conversion of the Association from a federally chartered mutual savings and loan to a federally chartered stock savings bank and the simultaneous issuance of all of its outstanding stock to a newly formed holding company, Sistersville Bancorp, Inc. After approval by the regulatory authorities and the Association's members, the Conversion was completed on June 25, 1997. As a result of the conversion, the Company was formed and the Bank became a wholly-owned subsidiary of the Company. In connection with the completion of the Conversion on June 25, 1997, the Company completed the sale of 661,428 shares of stock at $10.00 per share. From the proceeds, $66,143 was allocated to common stock based on a par value of $.10 per share and $6,127,984, which is net of conversion costs of $420,153, was allocated to additional paid in capital. NOTE 3 - RECENT ACCOUNTING STANDARDS On April 1, 1998, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income," which establishes standards for reporting and displaying comprehensive income and its components (revenues, expenses, gains, and losses) in a full set of general-purpose financial statements. SFAS No. 130 requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements and requires that an enterprise (a) classify items of other comprehensive income by their nature in a financial statement and (b) display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of the balance sheet. Under existing accounting standards, other comprehensive income shall be classified separately into foreign currency items, minimum pension liability adjustments, and unrealized gains and losses on certain investments in debt and equity securities. The effect on the Company was to classify unrealized gains and losses on investments available-for-sale as a component of comprehensive income. In June 1996, the Financial Accounting Standards Board ("FASB") issued Statement No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities." The statement provides consistent standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings based on a control-oriented "financial-components" approach. Under this approach, after a transfer of financial assets, an entity recognizes the financial and servicing assets it controls and liabilities it has incurred, derecognizes financial assets when control has been surrendered and derecognizes liabilities when extinguished. The provisions of Statement No. 125 are effective for transactions occurring after December 31, 1996, except those provisions relating to repurchase agreements, securities lending, and other similar 8 transactions and pledged collateral, which have been delayed until after December 31, 1997 by Statement No. 127, "Deferral of the Effective Date of Certain Provisions of FASB Statement No. 125, an amendment of FASB Statement No. 125." The adoption of these statements did not have a material impact on the Company's consolidated financial position or results of operations. On April 1, 1998, the Company adopted FASB Statement No. 132, "Employers' Disclosure about Pensions and Other Postretirement Benefits". The new standard revises employers' disclosures about pension and other postretirement benefits plans. It does not change the measurement or recognition of those plans. It standardizes the disclosure requirements for pensions and other postretirement benefits to the extent practicable, requires additional information on changes in the benefit obligation and fair values of plan assets that will facilitate financial analysis, and eliminates certain disclosure requirements that are no longer useful. The Statement suggests combined formats for presentation of pension and other postretirement benefit disclosures. The adoption of this statement did not have a material impact on presentation and disclosure of pension and other postretirement benefits. NOTE 4 - EARNINGS PER SHARE Earnings for the period from the closing of the conversion on June 25, 1997, to June 30, 1997, was determined not to be meaningful. The company accounts for the 52,914 shares acquired by the ESOP in accordance with Statement of Position 93-6; shares controlled by the ESOP are not considered in the weighted average shares outstanding until the shares are committed for allocation to employee accounts.. MANAGEMENT'S DISCUSSION AND ANALYSIS Comparison of Financial Condition at June 30, 1998, and March 31, 1998 - ---------------------------------------------------------------------- Total assets decreased by approximately $359,000 to $31,376,000 at June 30, 1998, from $31,735,000 at March 31, 1998. Investment securities decreased $113,000 from $5,914,000 at March 31, 1998, to $5,801,000 at June 30, 1998. The decrease represented the sale of available-for-sale securities which had an appreciated value of approximately $95,000. Net loans receivable increased $525,000 from $23,646,000 at March 31, 1998, to $24,171,000 at June 30, 1998. The increase in loans was attributable to an increase in one-to-four family residential mortgage loans. Such increases primarily reflect the economic health of the Bank's market area and the competitive pricing of the Bank's loan product. The funding for loan growth was provided by a decrease in cash and cash equivalents by $865,000 to $701,000 at June 30, 1998 from $1,566,000 at March 31, 1998. Deposits decreased approximately $414,000 to $20,182,000 at June 30, 1998, from $20,596,000 at March 31, 1998. This decrease primarily represents funds withdrawn by depositors because of the competitive nature of alternative investment products available to depositors. Stockholders' equity increased $3,000 to $10,584,000 at June 30, 1998 compared to $10,581,000 at March 31, 1998. The increase was attributable to net income of $110,000 and recognition of shares in the Employee Stock Ownership Plan amounting to $35,000 offset by a decrease in accumulated other comprehensive income of $44,000 as a result of the Company realizing the gain on the sale of an available-for-sale security in the amount of $61,000 net of tax and recording an unrealized gain on the market value of securities in the amount of $17,000 net of tax. Stockholders' equity was also reduced by dividends of $97,000. Future dividend policies will be determined by the Board of Directors in light of, among other factors, the earnings and financial condition of the Company, including applicable governmental regulations and policies. Comparison of the Results of Operations for the Three Months Ended June 30, - --------------------------------------------------------------------------- 1998 and 1997 - ------------- Net income increased by $26,000 or 31.2% from net income of $84,000 for the three months ended June 30, 1997, to net income of $110,000 for the three months ended June 30, 1998. Interest and dividend income increased $45,000, or 8.1%, to $595,000 for the three months ended June 30, 1998, compared to $550,000 for the three months ended June 30, 1997. The increase in interest income resulted from an increase in earnings 9 on loans of $27,000, or 5.7%, and an increase in earnings on investments, including interest-bearing deposits, of $18,000, or 2.6%. These increases were due to an increase in the average balance of loans of $1.7 million and investments, including interest-bearing deposits of $1.6 million for the three months ended June 30, 1998, compared with the same three month period ending in 1997. Interest expense decreased $48,000 for the three months ended June 30, 1998 to $213,000 as compared to the same period in 1997. A decrease in the average balance of interest-bearing liabilities of $2.4 million to $20.3 million from $22.7 million and a reduction in the cost of funds from 4.6% for the three months ended June 30, 1997, as compared to 4.2% for the same period in 1998 resulted in the decrease in interest expense. Net interest income increased $92,000, or 31.9%, from $289,000 for the three months ended June 30, 1997, to $381,000 for the three months ended June 30, 1998. The increase is primarily attributable to an increase in average interest-earning assets of $3.3 million from $27.9 million for the three months ended June 30, 1997 to $31.2 million for the three months ended June 30, 1998. The Company's net yield on interest-earning assets increased from 4.14% for the three months ended June 30, 1997 to 4.89% for the three months ended June 30, 1998. Management regularly performs an analysis to identify the inherent risk of loss in its loan portfolio. This analysis includes evaluation of concentrations of credit, past loss experience, current economic conditions, amount and composition of the loan portfolio (including loans being specifically monitored by management), estimated fair value of underlying collateral, loan commitments outstanding, delinquencies, and other factors. Based on this analysis, management established an allowance for loan losses. The allowance for loan losses is adjusted periodically by a provision for loan losses which is charged to operations based on management's evaluation of the losses that may be incurred in the Bank's loan portfolio. The provision for loan losses decreased to $1,050 for the three months ended June 30, 1998, from $1,950 for the three months ended June 30, 1997 based on management's analysis of the reserve's adequacy. The Bank will continue to monitor its allowance for loan losses and make future additions to the allowance through the provision for loan losses as economic conditions dictate. Although the Bank maintains its allowance for loan losses at a level that it considers to be adequate to provide for the inherent risk of loss in its loan portfolio, there can be no assurance that future losses will not exceed estimated amounts or that additional provisions for loan losses will not be required in future periods. In addition, the Bank's determination as to the amount of its allowance for loan losses is subject to review by its primary federal regulator, the Office of Thrift Supervision ("OTS"), as part of its examination process, which may result in the establishment of an additional allowance based upon the judgment of the OTS after a review of the information available at the time of the OTS examination. Noninterest income increased by $95,000 from $6,000 for the three months ended June 30, 1997, to $101,000 for the three months ended June 30, 1998. The increase is primarily attributable to a gain on the sale of available-for-sale securities in the 1998 period of $93,000 which was not present in the 1997 period. The remaining portion of noninterest income is comprised primarily of service charges on deposit accounts. Noninterest expense increased by $143,000 from $167,000 for the three months ended June 30, 1997, to $310,000 for the three months ended June 30, 1998. Compensation and employee benefits increased by $122,000 from $91,000 for the three months ended June 30, 1997, to $213,000 for the three months ended June 30, 1998. The increase is due to compensation costs associated with the Employee Stock Ownership Plan and by special one-time retirement agreements executed by four directors resulting in a pre-tax charge of approximately $94,000 in the three month period ending June 30, 1998. Under terms of the agreements, the four directors accepting the offer relinquished their positions as directors on July 2, 1998. Supervisory Examination, Audit, and Legal expenses increased by $19,000 from $7,000 for the three months ended June 30, 1997 to $26,000 for the three months ended June 30, 1998, as a result of additional costs associated with public stock ownership and regulatory requirements. Income tax expense increased by $19,000 from $43,000 for the three months ended June 30, 1997 to $62,000 for the three months ended June 30, 1998. The increase is due to an increase in pre-tax income. 10 Year 2000 - --------- A great deal of information has been disseminated about the global computer crash that may occur in the year 2000. Many computer programs that can only distinguish the final two digits of the year entered (a common programming practice in earlier years) are expected to read entries for the year 2000 as the year 1900 and compute payment, interest and delinquency based on the wrong date or are expected to be unable to compute payment, interest or delinquency. Rapid and accurate data processing is essential to the operation of the Bank. Data Processing is also essential to most other financial institutions and many other companies. All of the material data processing of the Bank that could be affected by this problem is provided by a third party service bureau. The service bureau of the Bank has advised the Bank that it expects to resolve this potential problem before the year 2000. However, if the service bureau is unable to resolve this potential problem in time, the Bank would likely experience significant data processing delays, mistakes or failures. These delays, mistakes or failures could have a significant adverse impact on the financial condition and results of operations of the Bank Liquidity and Capital Resources - ------------------------------- The Bank's primary sources of funds are deposits, amortization and prepayment of loans, maturities of investment securities, and funds provided from operations. While scheduled loan repayments are a relatively predictable source of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. In addition, the Bank invests excess funds in overnight deposits which provide liquidity to meet lending requirements. The Bank has other sources of liquidity if a need for additional funds arises. Additional sources of funds include a line of credit with the Federal Home Loan Bank ("FHLB") of Pittsburgh amounting to $2.2 million. As of June 30, 1998, the Bank had no outstanding advances from the FHLB. As of June 30, 1998, the Bank had $1,040,000 in outstanding mortgage and construction loan commitments. Management believes that it has adequate sources to meet the actual funding requirements. Management monitors the Bank's tangible, core, and risk-based capital ratios in order to assess compliance with OTS regulations. At June 30, 1998, the Bank exceeded the minimum capital ratios requirements imposed by the OTS. At June 30, 1998, the Bank's capital ratios were as follows: Bank Requirement Actual ----------- ------ Tangible capital 1.50% 27.16% Core capital 4.00% 27.16% Risk-based capital 8.00% 56.02% 11 Risk Elements - ------------- The table below presents information concerning nonperforming assets including nonaccrual loans, renegotiated loans, loans 90 days or more past due, other real estate loans, and repossessed assets. A loan is classified as nonaccrual when, in the opinion of management, there are serious doubts about collectibility of interest and principal. At the time the accrual of interest is discontinued, future income is recognized only when cash is received. Renegotiated loans are those loans which terms have been renegotiated to provide a reduction or deferral of principal or interest as a result of the deterioration of the borrower. June 30, March 31, 1998 1998 ---------- ---------- (dollars in thousands) Loans on nonaccrual basis $ 123 $ 166 Loans past due 90 days or more - - Renegotiated loans - - ---------- ---------- Total nonperforming loans 123 166 ---------- ---------- Other real estate - - Repossessed assets - - ---------- ---------- Total nonperforming assets $ 123 $ 166 ========== ========== Nonperforming loans as a percent of total loans 0.51% 0.70% ========== ========== Nonperforming assets as a percent of total assets 0.39% 0.52% ========== ========== Allowance for loan losses to nonperforming loans 138.21% 101.81% ========== ========== Management monitors impaired loans on a continual basis. As of June 30, 1998, the Company had no impaired loans. During the three months ended June 30, 1998, loans increased $525,000 and nonperforming loans decreased $43,000 while the allowance for loan losses increased $750 for the same period. The percentage of allowance for loan losses to loans outstanding remained .7% during this time period. Nonperforming loans were primarily made up of one to four family residential mortgages at June 30, 1998. The collateral requirements on such loans reduce the risk of potential losses to an acceptable level in management's opinion. 12 PART II. OTHER INFORMATION Item 1. Legal proceedings The registrant was not engaged in any material pending legal proceedings as of the date of this Report. From time to time, the Bank is a party to legal proceedings within the normal course of business wherein it enforces its security interest in loans made by it, and other matters of a like kind. 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 on Form 8-K Financial Data Schedule 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized. SISTERSVILLE BANCORP, INC. Date: August 3, 1998 By: /s/ Stanley M. Kiser ---------------------------------- Stanley M. Kiser President and Chief Executive Officer (Duly Authorized Officer) Date: August 3, 1998 By: /s/ Stanley M. Kiser --------------------------------- Stanley M. Kiser President and Chief Executive Officer (Principal Executive and Financial Officer)