<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Mark One
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
-------------------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from to
---------------- --------------
COMMISSION FILE NUMBER: 000-24899
UB & T FINANCIAL SERVICES CORP.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
GEORGIA 58-2378257
- ------------------------------- ---------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification)
129 E. ELM STREET
ROCKMART, GEORGIA 30153
----------------------------------------
(Address of principal executive offices)
(770) 684-8888
---------------------------
(Issuer's telephone number)
N/A
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report date)
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 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
State the number of shares outstanding of each of the issuer's classes of common
equity, as of November 10, 1999: 426,370 shares; $5 par value
Transitional Small Business Disclosure Format (Check One) Yes No X
----- -----
<PAGE>
UB & T FINANCIAL SERVICES CORP.
INDEX
PART I: FINANCIAL INFORMATION Page
ITEM 1:
Consolidated Balance Sheet - September 30, 1999 3
Consolidated Statements of Income and Comprehensive Income -
Three and nine months ended September 30, 1999 and 1998 4
Consolidated Statements of Cash Flows - Nine months
ended September 30, 1999 and 1998 5
Notes to Consolidated Financial Statements 6
ITEM 2:
Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II: OTHER INFORMATION
ITEM 6:
Exhibits and Reports on Form 8-K 13
Signatures 14
<PAGE>
PART 1: FINANCIAL INFORMATION
UB&T FINANCIAL SERVICES CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
September 30, 1999
(Unaudited)
ASSETS
1999
-----------
Cash and due from banks $ 1,137,482
Federal funds sold 1,603,241
Interest bearing deposits with other banks 412,042
Investment securities available for sale 5,895,982
Loans 34,095,077
Less: Allowance for loan losses (497,089)
-----------
Loans, net 33,597,988
Premises and equipment, net 1,854,848
Other assets 616,354
-----------
Total assets $45,117,938
===========
LIABILITIES and SHAREHOLDERS' EQUITY
Deposits:
Demand deposits 3,819,976
Interest-bearing deposits 8,649,680
Savings 4,012,418
Time, $100,000 and over 3,156,040
Other time 16,328,060
-----------
Total deposits 35,966,174
Federal Home Loan Bank advances 3,000,000
Note payable 381,000
Other liabilities 744,756
-----------
Total liabilities 40,091,930
-----------
Shareholders' equity:
Common stock, $5 par value, authorized
10,000,000 shares; 451,105 shares issued 2,255,525
Surplus 2,187,292
Retained earnings 1,050,909
Accumulated other comprehensive losses (61,184)
-----------
5,432,542
Less cost of 24,735 shares of treasury stock (406,534)
-----------
Total shareholders' equity 5,026,008
-----------
Total liabilities and shareholders' equity $45,117,938
===========
The accompanying notes are an integral part of these financial statements.
Page 3
<PAGE>
UB&T FINANCIAL SERVICES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Three and Nine Months Ended September 30, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1999 1998 1999 1998
-------- ------- --------- ---------
<S> <C> <C> <C> <C>
Interest income:
Loans, including fees $818,649 663,013 2,337,767 1,852,882
Investment securities 88,856 171,701 285,684 585,383
Deposits with other banks 10,638 26,503 46,578 59,569
Federal funds sold 22,830 15,790 65,191 38,072
-------- ------- --------- ---------
Total interest income 940,973 877,007 2,735,220 2,535,906
-------- ------- --------- ---------
Interest expense:
Deposits 306,426 397,785 974,216 1,180,678
Borrowings 37,149 1,086 52,321 2,352
-------- ------- --------- ---------
Total interest expense 343,575 398,871 1,026,537 1,183,030
-------- ------- --------- ---------
Net interest income 597,398 478,136 1,708,683 1,352,876
Provision for loan losses 55,800 30,500 244,733 52,250
-------- ------- --------- ---------
Net interest income after provision
for loan losses 541,598 447,636 1,463,950 1,300,626
-------- ------- --------- ---------
Other income:
Service charges on deposit accounts 89,896 92,932 280,147 245,518
Other operating income 16,569 41,407 63,508 76,157
-------- ------- --------- ---------
Total other income 106,465 134,339 343,655 321,675
-------- ------- --------- ---------
Other expenses:
Salaries and employee benefits 252,147 231,128 703,176 659,730
Net occupancy and equipment expense 74,536 66,327 219,869 205,231
Other operating expense 120,034 147,403 399,952 393,125
-------- ------- --------- ---------
Total other expense 446,717 444,858 1,322,997 1,258,086
-------- ------- --------- ---------
Income before income taxes 201,346 137,117 484,608 364,215
Applicable taxes 74,115 41,195 167,312 99,973
-------- ------- --------- ---------
Net income $127,231 95,922 317,296 264,242
======== ======= ========= =========
Other comprehensive income:
Unrealized (losses) gains on securities available-
for-sale arising during period, net of tax (17,933) 34,228 (89,287) 56,238
Less: Reclassification adjustment for gains
included in net income, net of tax 0 18,043 0 18,261
-------- ------- --------- ---------
Total other comprehensive income (17,933) 16,185 (89,287) 37,977
Comprehensive income $109,298 112,107 228,009 302,219
======== ======= ========= =========
Basic and diluted earnings per common share $ 0.30 0.21 0.75 0.59
======== ======= ========= =========
Weighted average outstanding shares 426,370 451,105 423,031 451,105
======== ======= ========= =========
Cash dividends per common share $ 0.00 0.00 0.25 0.25
======== ======= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 4
<PAGE>
UB&T FINANCIAL SERVICES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 317,296 264,242
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, amortization and accretion 128,327 111,690
Provision for loan losses 244,733 52,250
Gain on sale of investment securities available for sale - (27,668)
(Increase) decrease in other assets (69,362) 64,627
Increase in accrued expenses and
other liabilities 290,116 9,675
----------- ----------
Net cash provided by operating activities 911,110 474,816
----------- ----------
INVESTING ACTIVITIES
Purchases of investment securities-available for sale - (5,864,031)
Purchases of investment securities-held to maturity (20,000)
Proceeds from sale of securities available-for-sale - 2,062,858
Proceeds from calls/maturities of investment securities-
available for sale 749,498 6,494,774
Net increase in interest bearing deposits with
other banks (296,524) (1,579,421)
Net decrease in Federal funds sold 724,500 1,588,759
Payments on mortgage-backed securities 838,235 508,004
Net increase in loans (4,287,115) (4,101,353)
Purchases of premises and equipment (31,472) (59,516)
----------- ----------
Net cash used in investing activities (3,052,376) (949,926)
----------- ----------
FINANCING ACTIVITIES
Proceeds from Federal Home Loan Bank advance 3,000,000 -
Proceeds from note payable 25,000 30,000
Net (decrease) increase in deposits (658,318) 308,954
Net (decrease) increase in Federal funds purchased (825,000) 555,000
Purchase of treasury stock (50,975) -
Dividends paid (107,389) (112,776)
----------- ----------
Net cash provided by financing activities 1,383,318 781,178
----------- ----------
Net increase (decrease) in cash and cash equivalents (757,948) 306,068
Cash and cash equivalents at beginning of period 1,165,932 895,370
----------- ----------
Cash and cash equivalents at end of period $ 407,984 1,201,438
=========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
Page 5
<PAGE>
UB & T FINANCIAL SERVICES CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The consolidated financial information included herein is unaudited; however,
such information reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
statement of results for the interim periods.
The results of operations for the three and nine month periods ended September
30, 1999 are not necessarily indicative of the results to be expected for the
full year.
NOTE 2. CURRENT ACCOUNTING DEVELOPMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". The effective
date of this statement has been deferred by SFAS No. 137 until fiscal years
beginning after June 15, 2000. However, the statement permits early adoption as
of the beginning of any fiscal quarter after its issuance. The Company expects
to adopt this statement effective January 1, 2001. SFAS No. 133 requires the
Company to recognize all derivatives as either assets or liabilities in the
balance sheet at fair value. For derivatives that are not designated as hedges,
the gain or loss must be recognized in earnings in the period of change. For
derivatives that are designated as hedges, changes in the fair value of the
hedged assets, liabilities, or firm commitments must be recognized in earnings
or recognized in other comprehensive income until the hedged item is recognized
in earnings, depending on the nature of the hedge. The ineffective portion of a
derivative's change in fair value must be recognized in earnings, depending on
the nature of the hedge. The ineffective portion of a derivative's change in
fair value must be recognized in earnings immediately. Management has not yet
determined what effect the adoption of SFAS No. 133 will have on the Company's
earnings or financial position.
There are no other recent accounting pronouncements that have had, or are
expected to have a material effect on the Company's financial statements.
NOTE 3: BUSINESS COMBINATION
On October 14, 1999, UB&T Financial Services Corporation signed an Agreement and
Plan of Reorganization with GB&T Bancshares, Inc. This agreement provides for
the merger of Financial Services with and into GB&T, with GB&T being the
surviving corporation of the merger.
Page 6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the financial position and operating results of the
Company and its bank subsidiary, United Bank & Trust ("Bank") during the periods
included in the accompanying consolidated financial statements.
FORWARD-LOOKING STATEMENT
This quarterly report contains certain forward-looking statements which are
based on certain assumptions and describe future plans, strategies and our
expectations. These forward-looking statements are generally identified by use
of the words "believe," "intend," "anticipate," "estimate," "project," or
similar expressions. Our ability to predict results or the actual effect of
future plans or strategies is inherently uncertain. Factors which could have a
material adverse effect on our operations include, but are not limited to,
changes in interest rates, general economic conditions, legislation and
regulation, monetary and fiscal policies of the U. S. government, including
policies of the U. S. Treasury and the Federal Reserve Board, the quality or
composition of our loan or investment portfolios, demand for loan products,
deposit flows, competition, demand for financial services in our market area and
accounting principles and guidelines. You should consider these risks and
uncertainties in evaluating forward-looking statements, and should not place
undue reliance on such statements. We will not publicly release the result of
any revisions which may be made to any forward-looking statements to reflect
events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
FINANCIAL CONDITION
The Company's total assets increased $1,901,000 or 4.4%, for the nine months
ended September 30, 1999. Total loans increased by $4,402,000 or 13.7% for the
nine months ended September 30, 1999. Loans have been funded by Federal Home
Loan Bank advances and the funds provided by the calls, maturities and payments
of investment securities. The loan to deposit ratio as of September 30, 1999 was
94.8% as compared to 74.2% at September 30, 1998. The increase in the loan to
deposit ratio is due to the continuing increase in loan demand combined with the
decrease in higher paying deposits. As noted above, the increase in loans has
been funded by Federal Home Loan Bank advances. Total deposits decreased by
$658,000 or 1.8% for the nine months ended September 30, 1999.
LIQUIDITY
As of September 30, 1999, the liquidity ratio was 20.3% compared to 26.7% at
September 30, 1999. These ratios are within the Bank's target ratio range of 20%
to 30%. Liquidity is measured by the ratio of net cash, Federal funds sold and
securities to net deposits and short-term liabilities. The decrease in the
liquidity ratio is related to the decrease in liquid assets due to the increase
in loan demand, as discussed above, and the increase in pledged deposits since
December 31, 1998. The Bank has lines of credit available to meet any unforseen
liquidity needs. Also, the Bank has a relationship with the Federal Home Loan
Bank of Atlanta which provides a line of credit up to $4,000,000 on an as needed
basis. As of September 30, 1999, the bank had outstanding Federal Home Loan Bank
advances totaling $3,000,000.
Page 7
<PAGE>
CAPITAL
The minimum capital requirements for banks and bank holding companies require a
leverage capital to total assets ratio of at least 4% , core capital to
risk-weighted assets ratio of at least 4% and total capital to risk-weighted
assets of at least 8%.
At September 30, 1999, the capital ratios of the Company and the Bank were
adequate based on regulatory minimum capital requirements. The actual capital
ratios for the Company and the Bank are as follows:
UB&T United
Financial Bank &
Services, Inc. Trust
-------------- ------
Leverage capital ratio 11.9% 11.1%
Risk-based capital ratios:
Core capital 16.5% 15.5%
Total capital 17.8% 16.7%
RESULTS OF OPERATIONS
Net interest income increased $119,000 or 24.9% for the three months ended
September 30, 1999 compared to the same period in 1998. The net increase consist
of an increase in interest income of $64,000 or 7.3% plus a decrease in interest
expense of $55,000 or 13.9% for the three month period. The increase in interest
income is due primarily to the growth in total interest-earning assets of
$1,492,000 from June 30, 1999 to September 30, 1999 compared to a decrease of
$96,000 in interest-earning assets for the same time period in 1998.
Net interest income increased $356,000 or 26.3% for the nine months ended
September 30, 1999 compared to the same period in 1998. The net increase
consists of an increase in interest income of $199,000 or 7.9% plus a decrease
in interest expense of $156,000 or 13.2% for the nine month period. The increase
in interest income for the nine month period ended September 30, 1999 is due
primarily to the growth in total interest-earning assets of $2,050,000 compared
to an increase of $956,000 for the same period during 1998. For the nine month
periods ended September 30, 1999 and 1998, the net interest margins were 5.68%
and 4.67%, respectively. This increase in the net interest margin is a direct
result of the increase in interest earning assets as noted in the above
paragraph.
Page 8
<PAGE>
The Bank's provision for loan losses increased by $25,000 or 82.9% during the
three months ended September 30, 1999 as compared to the same period in 1998.
The Bank's provision for loan losses increased by $192,000 or 368.4% during the
nine months ended September 30, 1999 as compared to the same period in 1998. The
allowance for loan losses at September 30, 1999 was $497,000 or 1.46% of total
loans compared to 1.2% at September 30, 1998.
The increase in the provision for loan losses for the three and nine month
periods ended September 30, 1999 as compared to 1998 is primarily due to an
increase of $84,000 in net charge-offs in 1999 as compared to 1998 The majority
of the net charge-offs for the nine month period ended September 30, 1999 was
made up of loans to two borrowers totaling $91,000. The remaining amount
consisted of a number of smaller consumer loans which all were identified during
1999. The allowance for loan losses is evaluated monthly and adjusted to reflect
the risk in the portfolio. Based on management's evaluation, the allowance is
adequate to absorb any potential loan losses at September 30, 1999.
The following table summarizes the allowance for loan losses for the nine month
periods ended September 30, 1999 and 1998,
1999 1998
------- ------
(Dollars in thousands)
Average loans outstanding $31,668 23,764
------- ------
Balance, beginning of period $ 359 312
------- ------
Less Charge-offs
Commercial loans (37) (13)
Consumer loans (107) (20)
Plus Recoveries
Commercial loans 30 4
Consumer loans 7 6
------- ------
Net charge-offs (107) (23)
Plus Provision for loan losses 245 52
------- ------
Balance, end of period $ 497 341
------- ------
Charge-offs as a percent of average loans .45% .14%
------- ------
Page 9
<PAGE>
As noted in the table below, the decrease in nonaccrual loans is a result of the
nonaccrual loans totaling $155,000 that were charged off in December 1998.
Considering the collateral position of the eight remaining nonaccrual loans, the
Bank does not anticipate incurring any significant losses. As of September 30,
1999, the majority of nonaccurals were to two borrowers totaling $28,000.
The increase in loans past due 90 days increased $151,000 or 1.07% for the nine
month period ended September 30, 1999 as compared to the same period in 1998.
The past due loans as of September 30, 1999 consisted of 58 consumer loans with
an average balance of $5,000 compared to 20 loans with an average balance of
$7,000 for the same period in 1998. Based on management's evaluation and
continued efforts in collections, the allowance is adequate to cover any
potential losses. As noted above, management adjust the allowance monthly to
reflect the risk in the loan portfolio.
The following table is a summary of nonaccrual and past due loans.
<TABLE>
<CAPTION>
September 30, 1999
------------------------------------------
Past due 90
Nonaccrual days still Restructured
Loans Accruing Loans
---------- ----------- ------------
(Dollars in thousands)
<S> <C> <C> <C>
Real estate loans $ 11 $ 42 -0-
Commercial loans -0- 40 -0-
Consumer loans 36 181 -0-
---- ---- ---
Total $ 47 $263 -0-
---- ---- ---
<CAPTION>
September 30, 1998
------------------------------------------
Past due 90
Nonaccrual days still Restructured
Loans Accruing Loans
---------- ----------- ------------
(Dollars in thousands)
Real estate loans $ 23 $ 7 -0-
Commercial loans 49 95 -0-
Consumer loans 134 40 -0-
---- ---- ---
Total $206 $142 -0-
---- ---- ---
</TABLE>
The Company's policy is to discontinue the accrual of interest income when, in
the opinion of management, collection of such interest becomes doubtful. This
status is determined when; (1) there is significant deterioration in the
financial condition of the borrower and full repayment of principal and interest
is not expected; and (2) the principal or interest is more than ninety days past
due, unless the loan is both well-secured and in the process of collection.
Accrual of interest on such loans is resumed when, in management's judgement,
the collection of interest and principal become probable.
Page 10
<PAGE>
Loans classified for regulatory purposes as loss, doubtful, substandard, or
special mention that have not been included in the table above do not represent
or result from trends or uncertainties which management reasonably expects will
materially impact future operating results, liquidity or capital resources.
These classified loans do not represent material credits which causes management
to have serious doubts as to the ability of such borrowers to comply with the
loan repayment terms.
Other income for the three months ended September 30, 1999 decreased by $28,000
or 20.8% compared to the same period in 1998. This decrease was due to the gain
on sale of securities totaling $28,000 as of September 30, 1998. Other income
for the nine months ended September 30, 1999 increased by $22,000 or 6.8%
compared to the same period in 1998. The increase in other income is primarily
due to the increase in service charges on deposit accounts which is directly
related to the increase in demand deposits during the nine month period.
Other expenses increased approximately $2,000 or 0.42% for the three month
period ended September 30, 1999 compared to the same period in 1998. Other
expenses increased by approximately $65,000 or 5.2% for the nine months ended
September 30, 1999 compared to the same period in 1998. The increase is partly
due to an increase in salaries and other employee benefits.
Income tax expense increased by $33,000 for the three months ended September 30,
1999 compared to the three months ended September 30, 1998. Income tax expense
increased by $67,000 for the nine months ended September 30, 1999 compared to
the nine months ended September 30, 1998. The effective tax rate for the nine
month period in 1999 was 34% compared to 27% for the same period in 1998.
Net income increased for the three months ended September 30, 1999 by $31,000
compared to the same period in 1998. Net income increased for the nine months
ended September 30, 1999 by $53,000 compared to the same period in 1998. The
increase in net income for the three and nine month periods ended September 30,
1999 is attributable to the increase in net interest income.
The Company is not aware of any other known trends, events or uncertainties,
other than the effect of events as described above, that will have or that are
reasonable likely to have a material effect on its liquidity, capital resources
or operations. The Company is also not aware of any current recommendations by
the regulatory authorities which, if they were implemented, would have such an
effect.
YEAR 2000 READINESS DISCLOSURE
Like many financial institutions, the Company and its subsidiary rely upon
computers for the daily conduct of their business and for data processing
generally. There is concern among industry experts that commencing on January 1,
2000, computers will be unable to "read" the new year and that there may be
widespread computer malfunctions. Management of the Company has assessed the
electronic systems, programs, applications, and other electronic components used
in the operations of the Company and believes that the hardware and software
used by the Company and the Bank have been programmed to be able to accurately
recognize the year 2000, and that significant additional costs will not be
incurred in connection with the year 2000 issue, although there can be no
assurances in this regard.
Page 11
<PAGE>
The Federal Financial Institutions Examination Council (FFIEC), an oversight
authority for financial institutions, has issued several interagency statements
on Year 2000 project awareness. These statements require financial institutions
to, among other things, examine the Year 2000 implications of their reliance on
vendors, determine the potential impact of the Year 2000 issue on their
customers, suppliers and borrowers, and to survey its exposure, measure its risk
and prepare a plan to address the Year 2000 issue. In addition, federal banking
regulators have issued safety and soundness guidelines to be followed by
financial institutions to assure resolution of any Year 2000 problems. The
federal banking agencies have asserted that Year 2000 testing and certification
is a key safety and soundness issue in conjunction with regulatory examinations,
and the failure to appropriately address the Year 2000 issue could result in
supervisory action, including the reduction of the institution's supervisory
ratings, the denial of applications for mergers or acquisitions, or the
imposition of civil monetary penalties.
The Company is utilizing a three-phase plan for achieving Year 2000 readiness.
The Assessment Phase was intended to determine which computers, operating
systems and applications require remediation and prioritizing those remediation
efforts by identifying mission critical systems. The Assessment Phase has been
completed except for the on-going assessment of new systems. The Remediation and
Testing Phase addressed the correction or replacement of any non-compliant
hardware and software related to the mission critical systems and testing of
those systems. Since most of the Bank's information technology systems are
off-the-shelf software, remediation efforts have focused on obtaining Year 2000
compliant application upgrades. The Bank's core banking system, which runs
loans, deposits and the general ledger, has been upgraded to the Year 2000
compliant version and has been forward date tested and to ensure proper
functioning. The Year 2000 releases for all of the Bank's other internal mission
critical systems have also been received and forward date tested. The next step
of this phase, testing mission critical service providers, was substantially
completed as of March 31, 1999. During the final phase, the Implementation
Phase, remediated and validated codes were tested in interfaces with customers,
business partners, government institutions, and others. The Implementation Phase
was substantially completed as of June 30, 1999.
The Company may be impacted by the Year 2000 compliance issues of governmental
agencies, businesses and other entities who provide data to, or receive data
from, the Company, and by entities, such as borrowers, vendors, customers, and
business partners, whose financial condition or operational capability is
significant to the Company. Therefore, the Company's Year 2000 project also
includes assessing the Year 2000 readiness of certain customers, borrowers,
vendors, business partners, counter parties, and governmental entities. In
addition to assessing the readiness of these external parties, the Company is
developing contingency plans which will include plans to recover operations and
alternatives to mitigate the effects of counter parties whose own failure to
properly address Year 2000 issues may adversely impact the Company's ability to
perform certain functions. These contingency plans were completed as of June 30,
1999.
If Year 2000 issues are not adequately addressed by the Company and significant
third parties, the Company's business, results of operations and financial
position could be materially adversely affected. Failure of certain vendors to
be Year 2000 compliant could result in disruption of important services upon
which the Company depends, including, but not limited to, such services as
telecommunications, electrical power and data processing. Failure of the
Company's loan customers to properly prepare for the Year 2000 could also result
in increases in problem loans and credit losses in future years. It is not,
however, possible to quantify the potential impact of any such losses at this
Page 12
<PAGE>
time. Notwithstanding the Company's efforts, there can be no assurance that the
Company or significant third party vendors or other significant third parties
will adequately address their Year 2000 issues. The Company is continuing to
assess the Year 2000 readiness of third parties but does not know at this time
whether the failure of third parties to be Year 2000 compliant will have a
material effect on the Company's results of operations, liquidity and financial
condition.
The Company originally estimated that its total cost for the Year 2000 project
would approximate $55,000. As of September 30, 1999, the Company has incurred
$16,000 in charges related to its Year 2000 remediation effort. Charges include
the cost of external consulting and the cost of accelerated replacement of
hardware, but do not include the cost of internal staff redeployed to the Year
2000 project. The Company does not believe that the redeployment of internal
staff will have a material impact on its financial condition or results of
operations.
The foregoing paragraphs contain a number of forward-looking statements. These
statements reflect Management's best current estimates, which were based on
numerous assumptions about future events, including the continued availability
of certain resources, representations received from third party service
providers and other factors. There can be no guarantee that these estimates,
including Year 2000 costs, will be achieved, and actual results could differ
materially from those estimates. A number of important factors could cause
Management's estimates and the impact of the Year 2000 issue to differ
materially from what is described in the forward-looking statements contained in
the above paragraphs. Those factors include, but are not limited to, the
availability and cost of programmers and other systems personnel, inaccurate or
incomplete execution of the phases, results of Year 2000 testing, adequate
resolution of Year 2000 issues by the Company's customers, vendors, competitors,
and counter parties, and similar uncertainties.
The forward-looking statements made in the foregoing Year 2000 discussion speak
only as of the date on which such statements are made, and the Company
undertakes no obligation to update any forward-looking statement to reflect
events or circumstances after the date on which such statement is made or to
reflect the occurrence of unanticipated events.
PART II: OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
27. Financial Data Schedule
(b) Reports on Form 8-K.
None.
Page 13
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
UB & T FINANCIAL SERVICES CORP.
DATE: November 8, 1999 BY: /s/ J. Steven Walraven
---------------- --------------------------
J. Steven Walraven
President & CEO
DATE: November 8, 1999 BY: /s/ Melissa Y. Deems
---------------- --------------------------
Melissa Y. Deems
Vice President and CFO
Page 14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UB&T
FINANCIAL SERVICES CORPS SEPTEMBER 30, 1999 10-QSB AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
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0
0
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