<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
----------
(X)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30,1999
-----------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from_______________________to_______________________
Commission File No. 0-24135
PCB Holding Company
-------------------
(Exact name of registrant as specified in its charter)
Indiana 35-2040715
----------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
819 Main Street, Tell City, Indiana 47586
------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 1-812-547-7094
--------------
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report
Check whether the issuer (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 (or for 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[ ]
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable
date: 412,620 shares of common stock were outstanding as of October 31, 1999.
<PAGE>
PCB HOLDING COMPANY
INDEX
<TABLE>
<CAPTION>
Part I Financial Information Page
----
<S> <C> <C>
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of September 30, 1999
and December 31, 1998 3
Consolidated Statements of Income for the three months
and nine months ended September 30, 1999 and 1998 4
Consolidated Statements of Cash Flows for the nine months
ended September 30, 1999 and 1998 5
Notes to consolidated financial statements 6-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-13
Part II. Other Information 14-17
Signatures 15
</TABLE>
-2-
<PAGE>
PART I - FINANCIAL INFORMATION
PCB HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
---- ----
(Unaudited) *
(In Thousands)
<S> <C> <C>
ASSETS
Cash and due from banks $ 154 $ 43
Interest bearing deposits with banks 2,080 2,323
Securities available for sale, at fair value 1,138 1,532
Loans receivable, net 23,816 20,930
Federal Home Loan Bank stock, at cost 196 196
Premises and equipment 229 218
Accrued interest receivable 155 148
Other assets 62 49
----------------------------------------
Total Assets $ 27,830 $ 25,439
========================================
LIABILITIES
Deposits $ 19,865 $ 19,517
Advances from Federal Home Loan Bank 2,000 -
Accrued interest payable on deposits 4 6
Accrued expenses and other liabilities 74 66
----------------------------------------
Total Liabilities 21,943 19,589
----------------------------------------
STOCKHOLDERS' EQUITY
Preferred stock of $.01 per share
Authorized 1,000,000 shares; none issued - -
Common stock of $.01 per share
Authorized 4,000,000 shares; issued and
outstanding 412,620 shares in 1999, 396,750 shares in 1998 4 4
Additional paid-in capital 3,814 3,656
Retained earnings-substantially restricted 2,257 2,199
Unearned stock compensation (152)
Accumulated other comprehensive loss:
Net unrealized loss on securities available for sale,
net of tax (36) (9)
----------------------------------------
Total Stockholders' Equity 5,887 5,850
----------------------------------------
Total Liabilities and Stockholders' Equity $ 27,830 $ 25,439
========================================
</TABLE>
* Derived from audited financial statements.
See accompanying notes to consolidated financial statements.
-3-
<PAGE>
PCB HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
1999 1998 1999 1998
---- ---- ---- ----
(In thousands, except per share data)
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans $ 424 $ 382 $1,235 $1,124
Mortgage-backed securities - - - 1
Other debt securities 19 32 54 65
Federal Home Loan Bank dividends 4 4 12 12
Interest bearing deposits with banks 23 45 75 82
-------------------------- -----------------------------
Total interest income 470 463 1,376 1,284
INTEREST EXPENSE
Deposits 242 250 727 788
Advances from Federal Home Loan Bank 13 - 13 -
-------------------------- -----------------------------
Total interest expense 255 250 740 788
Net interest income 215 213 636 496
Provision for loan losses 2 - 5 -
-------------------------- -----------------------------
Net interest income after provision for loan losses 213 213 631 496
NON-INTEREST INCOME
Service charges on deposit accounts 4 - 10 -
Other income 3 2 9 5
-------------------------- -----------------------------
Total non-interest income 7 2 19 5
-------------------------- -----------------------------
NON-INTEREST EXPENSE
Compensation and benefits 93 84 268 234
Occupancy and equipment 9 14 28 38
Deposit insurance premiums 3 3 9 9
Loss on sale of investments 25 - 25 -
Other operating expenses 57 41 173 111
-------------------------- -----------------------------
Total non-interest expense 187 142 503 392
-------------------------- -----------------------------
Income before income taxes 33 73 147 109
Income tax expense 9 26 55 33
-------------------------- -----------------------------
Net Income 24 47 92 76
OTHER COMPREHENSIVE INCOME, NET OF TAX:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during the period (10) 7 (27) 5
Less: reclassification adjustment 15 - 15 -
-------------------------- -----------------------------
Other comprehensive income (loss) 5 7 (12) 5
-------------------------- -----------------------------
Comprehensive Income $ 29 $ 54 $ 80 $ 81
========================== =============================
Net income per common share, basic $ 0.06 $ 0.12 $ 0.23 $ 0.19
========================== =============================
Net income per common share, diluted $ 0.06 $ 0.12 $ 0.23 $ 0.19
========================== =============================
</TABLE>
See accompanying notes to consolidated financial statements.
-4-
<PAGE>
PCB HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 92 $ 76
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization of premiums and accretion of
discounts on securities, net (2) -
Provision for loan losses 5 -
Depreciation expense 12 13
Stock compensation expense 7 -
Loss on sale of securities available for sale 25 -
Increase in accrued interest receivable (7) (9)
Decrease in accrued interest payable (2) (3)
Net change in other assets/liabilities 11 51
---------------------------
Net Cash Provided By Operating Activities 141 128
---------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in interest bearing deposits with banks 243 (878)
Proceeds from sales of securities available for sale 225 -
Proceeds from maturity of securities available for sale 350 800
Purchases of securities available for sale (250) (1,836)
Principal collected on mortgage-backed securities - 21
Net (increase) decrease in loans receivable (2,891) (843)
Purchase of premises and equipment (23) (37)
---------------------------
Net Cash Used in Investing Activities (2,346) (2,773)
---------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposit accounts 348 (1,014)
Advances from Federal Home Loan Bank 2,000 -
Cash dividends (32) -
Issuance of common stock - 3,660
---------------------------
Net Cash Provided By Financing Activities 2,316 2,646
---------------------------
Net Increase in Cash and Due From Banks 111 1
Cash and due from banks at beginning of period 43 18
---------------------------
Cash and Due From Banks at End of Period $ 154 $ 19
===========================
</TABLE>
See accompanying notes to consolidated financial statements.
-5-
<PAGE>
PCB HOLDING COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Presentation of Interim Information
PCB Holding Company ("Company") was incorporated by Peoples Building
and Loan Association, F.A. ("Association") (now known as Peoples
Community Bank) (the "Bank") in connection with the conversion of the
Association from a federally chartered mutual savings and loan
association to a federally chartered stock savings bank. Upon
consummation of the conversion on July 1, 1998, the Company became the
holding company for the Bank.
In the opinion of the management, the unaudited consolidated financial
statements include all normal adjustments considered necessary to
present fairly the financial position as of September 30, 1999, and the
results of operations for the three months and nine months ended
September 30, 1999 and 1998 and cash flows for the nine months ended
September 30, 1999 and 1998. Interim results are not necessarily
indicative of results that may be expected for a full year.
The consolidated financial statements and notes are presented as
permitted by Form 10-QSB, and do not contain certain information
included in the Company's audited consolidated financial statements and
notes for the year ended December 31, 1998.
The consolidated financial statements include the accounts of the
Company, the Bank and its wholly-owned subsidiary, Peoples Building and
Loan Service Corp. All material intercompany balances and transactions
have been eliminated in consolidation.
2. Supplemental Disclosures of Cash Flow Information
Nine Months Ended
September 30,
-------------
1999 1998
---- ----
(In thousands)
Cash payments for:
Interest $ 742 $ 791
Taxes 78 34
-6-
<PAGE>
PCB HOLDING COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
3. Comprehensive Income
Comprehensive income is defined as "the change in equity (net assets)
of a business enterprise during a period from transactions and other
events and circumstances from non-owner sources. It includes all
changes in equity during a period except those resulting from
investments by owners and distributions to owners." Comprehensive
income for the Company includes net income and unrealized gains and
losses on securities available for sale. The following tables set forth
the components of comprehensive income for the three and nine months
ended September 30, 1999 and 1998:
<TABLE>
<CAPTION>
Three Months Ended
September 30,
-------------
1999 1998
---- ----
(In Thousands)
<S> <C> <C>
Unrealized gains (losses) on securities:
Unrealized holding losses arising during the period $ (17) $ 12
Income tax benefit 7 (5)
----------------------------
Net of tax amount (10) 7
----------------------------
Less: reclassification adjustment for (gains)
losses included in net income 25
Income tax expense (benefits) (10) -
----------------------------
15 -
----------------------------
Other comprehensive income (loss) $ 5 $ 7
============================
<CAPTION>
Nine Months Ended
September 30,
-------------
1999 1998
---- ----
(In Thousands)
<S> <C> <C>
Unrealized gains (losses) on securities:
Unrealized holding losses arising during the period $ (46) $ 8
Income tax benefit 19 (3)
----------------------------
Net of tax amount (27) 5
----------------------------
Less: reclassification adjustment for (gains)
losses included in net income 25 -
Income tax expense (benefits) (10) -
----------------------------
15 -
----------------------------
Other comprehensive income (loss) $ (12) $ 5
============================
</TABLE>
-7-
<PAGE>
PCB HOLDING COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
4. Net Income Per Common Share
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1999 1998 1999 1998
---- ---- ---- ----
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Basic:
Net income $ 24 $ 47 $ 92 $ 76
=====================================================
Shares:
Weighted average common shares outstanding 396,750 396,750 396,750 396,750
=====================================================
Net income per common share, basic $ 0.06 $ 0.12 $ 0.23 $ 0.19
=====================================================
Diluted:
Net income $ 24 $ 47 $ 92 $ 76
=====================================================
Shares:
Weighted average common shares outstanding 396,750 396,750 396,750 396,750
Add: Dilutive effect of restricted share awards 575 - 194 -
-----------------------------------------------------
Weighted average common shares
outstanding, as adjusted 397,325 396,750 396,944 396,750
=====================================================
Net income per common share, diluted $ 0.06 $ 0.12 $ 0.23 $ 0.19
=====================================================
</TABLE>
-8-
<PAGE>
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
PCB HOLDING COMPANY AND SUBSIDIARY
Safe Harbor Statement for Forward Looking Statements
This report may contain forward-looking statements within the meaning of the
federal securities laws. These statements are not historical facts, rather
statements based on the Company's current expectations regarding its business
strategies and their intended results and its future performance.
Forward-looking statements are preceded by terms such as "expects," "believes,"
"anticipates," "intends" and similar expressions.
Forward-looking statements are not guarantees of future performance. Numerous
risks and uncertainties could cause or contribute to the Company's actual
results, performance and achievements to be materially different from those
expressed or implied by the forward-looking statements. Factors that may cause
or contribute to these differences include, without limitation, general economic
conditions, including changes in market interest rates and changes in monetary
and fiscal policies of the federal government; legislative and regulatory
changes; the Company's ability to remedy any computer malfunctions that may
result from the advent of the Year 2000; and other factors disclosed
periodically in the Company's filings with the Securities and Exchange
Commission.
Because of the risks and uncertainties inherent in forward-looking statements,
readers are cautioned not to place undue reliance on them, whether included in
this report or made elsewhere from time to time by the Company or on its behalf.
The Company assumes no obligation to update any forward-looking statements.
Financial Condition
Total assets increased 9.4% from $25.4 million at December 31, 1998 to
$27.8 million at September 30, 1999, primarily as a result of an increase in
loans receivable, net, which was funded primarily by growth in deposits and
advances from the Federal Home Loan Bank.
Loans receivable, net, were $23.8 million at September 30, 1999,
compared to $20.9 million at December 31, 1998, a 13.8% increase.
Other debt securities available for sale (U.S. government agency
obligations) decreased from $1.5 million at December 31, 1998 to $1.1 million at
September 30, 1999. During the nine month period ended September 30, 1998, the
Company had maturities of other debt securities with a carrying value of
$350,000 and purchases of $250,000. The Company also had sales of other debt
securities for $225,000.
Cash and interest bearing deposits with banks decreased from $2.4
million at December 31, 1998 to $2.2 million at September 30, 1999 as a result
of increased loan originations.
Total deposits increased from $19.5 million at December 31, 1998 to
$19.9 million at September 30, 1999 primarily as a result of the growth in
demand and savings deposit accounts. The Bank began offering several types of
demand deposit accounts in the fourth quarter of 1998.
-9-
<PAGE>
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
PCB HOLDING COMPANY AND SUBSIDIARY
Results of Operations
Net income. Net income was $92,000 for the nine months ended September
30, 1999, compared to $76,000 for the nine months ended September 30, 1998. The
increase in net income for 1999 compared to 1998 resulted primarily from an
increase in net interest income, offset by an increase in non-interest expense.
Net interest income. Net interest income increased 28.2% from $496,000
in 1998 to $636,000 for 1999 as a result of an increase in total interest income
and a decrease in interest expense. The average yield on interest-earning assets
decreased from 7.30% for 1998 to 7.09% for 1999. The average balance of total
interest-earning assets was $23.4 million for 1998 compared to $25.9 million for
1999. The higher average balance in 1999 reflects the completion of the
Company's stock offering in July 1998. The average cost of interest-bearing
liabilities decreased from 5.21% for 1998 to 4.95% for 1999 while the average
balance of interest-bearing liabilities was $20.1 million for 1998 compared to
$19.6 million for 1999. The interest rate spread for 1998 was 2.09% compared to
2.14% for 1999. The decrease in average deposits resulted primarily from the use
of account holder deposits for the purchase of common stock in the conversion.
Provision for loan losses. The provision for loan losses was $5,000 for
the nine month period ended September 30, 1999. Provision for loan losses are
charges to earnings to bring the total allowance for loan losses to a level
considered adequate by management to provide for probably known and inherent
loan losses based on management's evaluation of the collectability of the loan
portfolio, including the nature of the portfolio, credit concentrations, trends
in historical loss experience, specific impaired loans, and economic conditions.
In determining the adequacy of the allowance for loan losses, the Company
reviews all loans quarterly, and loans are assigned a risk weighting based on
asset classification. The allowance for loan losses was $52,000 at September 30,
1999 and $51,000 at December 31, 1998. Management has deemed this amount as
adequate on those dates based on its best estimate of probable known and
inherent loan losses. At September 30, 1999, non-performing loans totaled
$75,000.
Non-interest income. Non-interest income was $19,000 for the nine
months ended September 30, 1999 and $5,000 for the nine months ended September
30, 1998. Non-interest income was $7,000 for the third quarter of 1999 compared
to $2,000 for the third quarter of 1998. The increases are primarily the result
of the introduction of service charges on deposit accounts in late 1998.
Non-interest expenses. Non-interest expenses totaled $503,000 for the
nine months ended September 30, 1999 compared to $392,000 for the same period in
1998. The increase for 1999 compared to 1998 resulted primarily from increases
in compensation and benefits of $34,000 and an increase in other operating
expenses of $62,000. During the quarter ended September 30, 1999, the Company
sold an available for sale debt security and realized a loss of $25,000. Other
operating expenses increased in 1999 as compared to the same period in 1998
primarily as a result of increased service bureau costs related to new loan and
deposit products, professional fees and additional expenses of operating as a
public company.
-10-
<PAGE>
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
PCB HOLDING COMPANY AND SUBSIDIARY
Income tax expense. Income tax expense for the six month period ended
June 30, 1999 was $55,000, compared to $33,000 for the same period in 1998. The
effective tax rate for 1999 is 37.4% compared to 30.3% for 1998 due to the
effect of the graduated federal tax rates.
Liquidity and Capital Resources
The Bank's primary sources of funds are customer deposits, proceeds
from loan repayments, maturing securities and FHLB advances. While loan
repayments and maturities are a predictable source of funds, deposit flows and
mortgage prepayments are greatly influenced by market interest rates, general
economic conditions and competition. At September 30, 1999, the Bank had cash
and interest-bearing deposits with banks of $2.1 million and securities
available-for-sale with a fair value of $1.1 million. At September 30, 1999, the
Bank also had an available credit line of $3.9 million from the
FHLB-Indianapolis.
The Bank's primary investing activities are the origination of
one-to-four family mortgage loans and consumer loans. The Bank also invests in
U.S. Government and agency securities and mortgage-backed securities issued by
U.S. Government agencies.
The Bank must maintain an adequate level of liquidity to ensure the
availability of sufficient funds to support loan growth and deposit withdrawals,
to satisfy financial commitments and to take advantage of investment
opportunities. Historically, the Bank has been able to retain a significant
amount of its deposits as they mature.
Current OTS regulations require savings institutions to maintain an
average daily balance of liquid assets (cash and eligible investments) equal to
at least 4.0% of the average daily balance of its net withdrawable deposits and
short-term borrowings. Historically, the Association has maintained liquidity
levels in excess of regulatory requirements.
The Bank is required to maintain specific amounts of capital pursuant
to OTS requirements. As of September 30, 1999, the Association was in compliance
with all regulatory capital requirements which were effective as of such date
with tangible, core and risk-based capital ratios of 14.9%, 14.9% and 23.7%,
respectively.
Year 2000 Issues
The Bank is a user of computers, computer software, and equipment utilizing
embedded microcontrollers that will be affected by the Year 2000 ("Y2K") issue.
The Y2K issue exists because many computer systems and applications use
two-digit date fields to designate a year. As the century date change occurs,
date sensitive systems may incorrectly recognize the year 2000. This inability
to recognize or properly treat the Y2K issue may cause systems to process
financial and operational information incorrectly. The Y2K issue presents
several potential risks to the Bank:
-11-
<PAGE>
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
PCB HOLDING COMPANY AND SUBSIDIARY
1. Customers transactions are processed by one or more computer systems
provided by a third-party service bureau. The failure of one or more of
those systems to function as a result of the Y2K date change could
result in the Bank's inability to properly process customer
transactions. If that were to occur, the Bank could lose customers to
other financial institutions, resulting in a loss of revenue.
2. Certain of the Bank's borrowers utilize computers and computer software
to varying degrees in conjunction with the operation of their
businesses. The customers and suppliers of those businesses may utilize
computers as well. Should the Bank's borrowers, or the businesses on
which they depend, experience Y2K related computer problems, such
borrowers' cash flow could be disrupted, adversely affecting their
ability to repay their loans with the Bank.
3. Concern on the part of certain depositors that the Y2K related problems
could impair access to their deposit account balances following the Y2K
date change could result in the Bank experiencing a deposit outflow
prior to December 31, 1999.
4. If the Y2K related problems cause any of the Bank's systems, or the
systems of the third-party service bureau upon which the Bank depends,
to become inoperative, increased personnel costs could be incurred if
additional staff is required to perform functions that the inoperative
systems would have otherwise performed.
5. Certain utility services, such as electrical power and
telecommunication services, could be disrupted if those services
experience Y2K related problems. The Bank's Y2K contingency plan will
address such possible situations.
Management believes it is not possible to estimate the potential lost revenue
due to the Y2K issue, as the extent and longevity of such potential problems
cannot be predicted. The Bank adopted a Y2K Action Plan in October 1997 to
assess all systems to insure that they will function properly in the Y2K. This
process involves separate phases which include: awareness, assessment,
renovation, validation, and implementation.
During 1997, the Bank completed the systems assessment phase of its Plan by
identifying each internal system that could potentially be affected by the Y2K
issue. Those systems include the Bank's in-house microcomputer systems and
third-party service bureau as well as equipment such as the alarm system, vault
locks, telephone system, etc., that may contain embedded microprocessors. For
each such system, the Bank developed a process for determining whether or not
the system is Y2K compliant. Pursuant to this process, the Bank obtained Y2K
compliant certifications from vendors wherever possible, and conducted its own
validation testing.
-12-
<PAGE>
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
PCB HOLDING COMPANY AND SUBSIDIARY
When the results of the Bank's validation testing reveals that a particular
system is not Y2K compliant, a contingency plan to either upgrade the system in
order to meet the Y2K compliance requirements or replace the system with one
that is certified as Y2K compliant. The Bank is currently in the validation and
implementation phases of this process. A third-party service bureau processes
all customer transactions and has completed upgrades to its systems to be Y2K
compliant. On November 8, 1998, the Bank began testing of those third-party
systems by processing transactions for each type of account.
As of December 31, 1998, the testing was complete and the results of the testing
indicated that these third-party systems were Y2K compliant for all critical
test dates selected.
Other third parties upon which the Bank depends for processing include
correspondent banks, brokerage firms, and the pension plan administrator. These
third parties have indicated their compliance or intended compliance with the
Y2K. Should the testing of any third-party system or service reveal that such
system or service is not Y2K compliant, a specific deadline will be set by which
time the system or service must be brought into Y2K compliance. Should Y2K
compliance not be achieved by the specified deadlines, the Bank has developed a
contingency plan for each such external system or service. Those contingency
plans document the action the Bank will take for each such non-compliant system.
In certain cases, such as the potential loss of electrical power or
telecommunication services due to Y2K problems, testing by the Bank is either
not practical or not possible. In those cases, contingency plans will be
designed that specify how the Bank will deal with such potential situations. For
example, the Bank is considering the purchase or lease of an electrical power
generator with sufficient capacity to allow the Bank to maintain critical
functions in the event power from the electric utility is interrupted.
The federal regulators have established specific guidelines and time tables to
follow in addressing the Y2K issue. The Bank is currently in compliance with the
federally mandated Y2K guidelines and time tables.
As of September 30, 1999, the Bank is on schedule with its internal Y2K
preparation efforts. All internal systems identified in the assessment phase of
the project that are considered "mission critical" have been tested for Y2K
compliance. Systems that have been determined to be Y2K compliant will be
retested during 1999 following any material upgrades or enhancements. The Bank
has replaced non-compliant microcomputer equipment and has installed and tested
the related software for Y2K compliance. Other equipment containing embedded
microprocessors have been certified as Y2K compliant by the applicable vendors.
The Bank's estimated total cost to replace computer equipment, software
programs, or other equipment containing embedded microprocessors that were not
Y2K compliant, is approximately $8,000. As of September 30, 1999, substantially
all of these costs have been incurred. System maintenance or modification costs
are being expensed as incurred, while the cost of new hardware, software, or
other equipment, is capitalized and amortized over their estimated useful lives.
While the third-party service bureau has not indicated what, if any, cost it may
pass onto its customers, the Bank does not believe that the cost associated with
its actions or those of its vendors will be material to the Bank. However, in
the event that the Bank's third-party service bureau is unable to fulfill its
contractual obligations to the Bank, it could have a significant adverse impact
on the financial condition and results of operations of the Bank.
-13-
<PAGE>
PART II
OTHER INFORMATION
PCB HOLDING COMPANY
Item 1. Legal Proceedings
Periodically, there have been various claims and lawsuits
involving the Bank, mainly as a defendant, such as claims to
enforce liens, condemnation proceedings on properties in which
the Bank holds security interests, claims involving the making
and servicing of real property loans and other issues incident to
the Bank's business. The Bank is not a party to any pending legal
proceedings that it believes would have a material adverse effect
on it's financial condition or operations.
Item 2. Changes in Securities and Use of Proceeds
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
Exhibits
--------
27 Financial Data Schedule
-14-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.
PCB HOLDING COMPANY
(Registrant)
Dated November 8, 1999 BY: /s/ Carl D. Smith
-------------------------------- ------------------------------------
Carl D. Smith
President and CEO
Dated November 8, 1999 BY: /s/ Clarke A. Blackford
-------------------------------- ------------------------------------
Clarke A. Blackford
Vice President
-15-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
This schedule contains financial information extracted from the consolidated
financial statements of PCB Holding Company for the nine months ended September
30, 1999 and is qualified in its entirety by reference to such financial
statements. (Dollars in thousands.)
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 154
<INT-BEARING-DEPOSITS> 2,080
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 1,138
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 23,816
<ALLOWANCE> 52
<TOTAL-ASSETS> 27,830
<DEPOSITS> 19,865
<SHORT-TERM> 2,000
<LIABILITIES-OTHER> 78
<LONG-TERM> 0
0
0
<COMMON> 3,818
<OTHER-SE> 2,069
<TOTAL-LIABILITIES-AND-EQUITY> 27,830
<INTEREST-LOAN> 1,235
<INTEREST-INVEST> 66
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<SECURITIES-GAINS> (25)
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<INCOME-PRE-EXTRAORDINARY> 147
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<EPS-BASIC> .23
<EPS-DILUTED> .23
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<ALLOWANCE-UNALLOCATED> 0
</TABLE>
