<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 June 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 August 9, 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 - June 30, 1999 3
Consolidated Statements of Income and
Comprehensive Income - Three and six months
ended June 30, 1999 and 1998 4
Consolidated Statements of Cash Flows - Three
and six months ended June 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 4: Submission of Matters to a Vote of Security Holders 13
ITEM 6: Exhibits and Reports on Form 8-K 14
Signatures 14
<PAGE>
PART I: FINANCIAL INFORMATION
UB&T FINANCIAL SERVICES CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
June 30, 1999
(Unaudited)
ASSETS 1999
------ ----
Cash and due from banks $ 1,087,342
Federal funds sold 1,547,236
Interest bearing deposits with other banks 740,853
Investment securities available for sale 6,070,328
Loans 32,155,638
Less: Allowance for loan losses (450,855)
-----------
Loans, net 31,704,783
Premises and equipment, net 1,883,934
Other assets 512,238
-----------
Total assets $43,546,714
===========
LIABILITIES and STOCKHOLDERS' EQUITY
------------------------------------
Deposits:
Demand Deposits 4,241,647
Interest-bearing demand 9,432,820
Savings 4,516,991
Time, $100,000 and over 2,874,147
Other time 16,661,102
-----------
Total deposits 37,726,707
Federal funds purchased 0
Note payable 366,000
Other liabilities 537,293
-----------
Total liabilities 38,630,000
-----------
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 923,683
Accumulated other comprehensive losses (43,252)
-----------
5,323,248
Less cost of 24,735 shares of treasury stock (406,534)
-----------
Total shareholders' equity 4,916,714
Total liabilities and shareholders' equity $43,546,714
===========
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
UB&T FINANCIAL SERVICES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Three and Six Months Ended June 30, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
Three months Six months
ended June 30, ended June 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest income:
Loans, including fees $787,041 607,291 1,519,118 1,189,869
Investment securities 94,433 204,845 196,827 413,682
Deposits with other banks 11,800 29,704 35,940 33,066
Federal funds sold 26,434 4,806 42,362 22,282
-------- ------- --------- ---------
Total interest income 919,708 846,648 1,794,247 1,658,900
-------- ------- --------- ---------
Interest expense:
Deposits 325,532 393,882 667,790 782,893
Borrowings 6,524 0 15,172 1,266
-------- ------- --------- ---------
Total interest expense 332,056 393,882 682,962 784,159
-------- ------- --------- ---------
Net interest income 587,652 452,766 1,111,285 874,741
Provision for loan losses 60,000 16,500 188,933 21,750
-------- ------- --------- ---------
Net interest income after provision
for loan losses 527,652 436,266 922,352 852,991
Other income:
Service charge on deposit accounts 92,131 80,119 190,251 152,586
Other operating income 20,458 12,536 46,939 34,419
-------- ------- --------- ---------
Total other income 112,589 92,655 237,190 187,005
-------- ------- --------- ---------
Other expenses:
Salaries and employee benefits 230,390 212,448 451,029 428,602
Net occupancy and equipment expense 73,308 67,599 145,333 138,904
Other operating expense 143,195 118,785 279,918 246,052
-------- ------- --------- ---------
Total other expense 446,893 398,832 876,280 813,558
-------- ------- --------- ---------
Income before income taxes 193,348 130,089 283,262 226,438
Applicable taxes 66,993 37,900 93,197 58,778
-------- ------- --------- ---------
Net income $126,355 92,189 190,065 167,660
======== ======= ========= =========
Other comprehensive income:
Unrealized (losses) gains on securities available-
for-sale arising during period, net of tax (46,114) 92,979 (71,354) 21,792
-------- ------- --------- ---------
Comprehensive income $ 80,241 185,168 118,711 189,452
======== ======= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
UB&T FINANCIAL SERVICES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 190,065 167,660
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, amortization and accretion 84,182 75,130
Provision for loan losses 188,933 21,750
Decrease in other assets 25,516 (54,336)
Increase in accrued expenses and other liabilities 82,654 (70,425)
----------- ----------
Net cash provided by operating activities 571,350 139,779
----------- ----------
INVESTING ACTIVITIES
Net increase in interest bearing deposits with other banks (625,335) (1,554,756)
Purchases of investment securities-available for sale - (3,219,349)
Proceeds from sales of investment securities-
available for sale - 2,998,804
Proceeds from calls/maturities of investment securities-
available for sale 749,500 1,419,549
Net decrease in Federal funds sold 780,505 -
Payments on mortgage-backed securities 671,189 274,257
Net increase in loans (2,338,110) (1,036,942)
Purchases of premises and equipment (16,541) (13,871)
----------- ----------
Net cash used in investing activities (778,792) (1,132,308)
----------- ----------
FINANCING ACTIVITIES
Proceeds from note payable 10,000 -
Net increase in deposits 1,102,216 1,069,249
Net (decrease) increase in Federal funds purchased (825,000) 100,107
Purchase of treasury stock (50,975) -
Dividends paid (107,389) (112,777)
----------- ----------
Net cash provided by financing activities 128,852 1,056,579
----------- ----------
Net increase (decrease) in cash and cash equivalents (78,590) 64,050
Cash and cash equivalents at beginning of period 1,165,932 895,370
----------- ----------
Cash and cash equivalents at end of period $ 1,087,342 959,420
=========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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 six month periods ended
June 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.
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 $330,000 or 0.76%, for the six months ended
June 30, 1999. Total loans increased by $2,241,000 or 7.5% for the six months
ended June 30, 1999. Loans have been funded by the increase in deposits and the
funds provided by the calls of investment securities. The loan to deposit ratio
as of June 30, 1999 was 85.2% as compared to 81.7% at June 30, 1998. Total
deposits increased by $1,102,000 or 3.0% for the six months ended June 30, 1999.
LIQUIDITY
As of June 30, 1999, the liquidity ratio was 21.0% compared to 28.8% at June 30,
1998. 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 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.
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 June 30, 1999, the capital ratios of the Bank were adequate based on
regulatory minimum capital requirements. The actual capital ratios for the Bank
are as follows:
UB&T United
Financial Bank &
Services, Inc. Trust
-------------- -------
Leverage capital ratio 11.2% 11.9%
Risk-based capital ratios:
Core capital 15.8% 16.9%
Total capital 17.2% 18.3%
RESULTS OF OPERATIONS
Net interest income increased $135,000 or 29.8% for the three months ended
June 30, 1999 compared to the same period in 1998. The net increase consists of
an increase in interest income of $73,000 or 8.6% plus a decrease in interest
expense of $62,000 or 15.7% for the three month period. The increase in interest
income is due primarily to the growth in total interest-earning assets of
$172,000 from March 31, 1999 to June 30, 1999 compared to a decrease of $107,000
in interest-earning assets for the same time period in 1998.
Net interest income increased $236,000 or 27.0% for the six months ended
June 30, 1999 compared to the same period in 1998. The net income consists of an
increase in interest income of $135,000 or 8.2% plus a decrease in interest
expense of $102,000 or 13.0% for the six month period. The increase in interest
income for the six month period ended June 30, 1999 is due primarily to the
growth in the loan portfolio of $2,241,000 compared to loan growth of $1,037,000
for the six month period ended June 30, 1998. For the six month periods ended
June 30, 1999 and 1998, the net interest margin was 5.58% and 4.56%,
respectively.
The Bank's provision for loan losses increased by $43,000 or 263.6% during the
three months ended June 30, 1999 as compared to the same period in 1998. The
Bank's provision for loan losses increased by $167,000 or 768.6% during the six
months ended June 30, 1999 as compared to the same period in 1998. The allowance
for loan losses at June 30, 1999 was $451,000 or 1.4% of total loans compared to
1.2% at June 30, 1998. Based on management's evaluation, the allowance is
adequate to absorb any potential loan losses at June 30, 1999.
The increase in the provision for loan losses for the three and six month
periods ended June 30, 1999 as compared to 1998 is based on the increase in
loans and an increase of $101,000 in net charge-offs in 1999 as compared to 1998
and an increase of $42,000 in nonaccrual loans. The majority of the
8
<PAGE>
net charge-offs for the period ended June 30, 1999 was made up of loans to one
borrower totaling $62,000. The remaining amount consisted of a number of smaller
consumer loans which all were identified during 1999. The majority of the
increase in nonaccrual loans consist of two loans totaling $25,000. Considering
the collateral position of the nonaccrual loans, the Bank does not anticipate
incurring any significant losses. The allowance for loan losses is evaluated
monthly and adjusted to reflect the risk in the portfolio.
The following table summarizes the allowance for loan losses for the six month
periods ended June 30, 1999 and 1998,
1999 1998
---- ----
(Dollars in thousands)
Average loans outstanding $31,073 23,137
------- ------
Balance, beginning of period $ 359 312
------- ------
Less Charge-offs
Commercial loans (8) 0
Consumer loans (101) (8)
Plus Recoveries
Commercial loans 5 1
Consumer loans 7 4
------- ------
Net charge-offs (97) (3)
Plus Provision for loan losses 189 22
------- ------
Balance, end of period $ 451 331
------- ------
Charge-offs as a percent of
average loans .35% .03%
------- ------
The following table is a summary of nonaccrual and past due loans.
June 30, 1999
-------------
Past due 90
Nonaccrual days still Restructured
Loans Accruing Loans
---------- ----------- ------------
(Dollars in thousands)
Real estate loans $ 29 $ 46 -0-
Commercial loans -0- 10 -0-
Consumer loans 58 145 -0-
---- ---- ---
Total $ 87 $201 -0-
---- ---- ---
9
<PAGE>
June 30, 1998
-------------
Past due 90
Nonaccrual days still Restructured
Loans Accruing Loans
---------- ----------- ------------
(Dollars in thousands)
Real estate loans $ 45 $ 7 -0-
Commercial loans -0- 157 -0-
Consumer loans -0- 150 -0-
---- ---- ---
Total $ 45 $314 -0-
---- ---- ---
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.
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 of not represent material credits about which management
is aware of any information 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 June 30, 1999 increased by $20,000 or
21.5% compared to the same period in 1998. Other income for the six months
ended June 30, 1999 increased by $50,000 or 26.8% 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
deposits during the six month period.
Other expenses increased approximately $48,000 or 12.1% for the three month
period ended June 30, 1999 compared to the same period in 1998. Other expenses
increased by approximately $63,000 or 7.8% for the six months ended June 30,
1999 compared to the same period in 1998. The increase is partly due to an
increase in other operating expenses and an increase in salaries and other
employee benefits. There is not any one significant item that makes up the
increase in other operating expenses. The increase includes normal increases
due to growth.
Income tax expense increased by $29,000 for the three months ended June 30, 1999
compared to the three months ended June 30, 1998. Income tax expense increased
by $34,000 for the six months ended June 30, 1999 compared to the six months
ended June 30, 1998. The effective tax rate for the period in 1999 was 33%
compared to 26% for the same period in 1998.
10
<PAGE>
Net income increased for the three months ended June 30, 1999 by $34,000
compared to the same period in 1998. Net income increased for the six months
ended June 30, 1999 by $22,000 compared to the same period in 1998. The
increase in net income for the three and six month periods ended June 31, 1999
is attributable to the increase in interest income while interest expenses
decreased.
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.
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
11
<PAGE>
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
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 June 30, 1999, the Company has incurred $15,000
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,
12
<PAGE>
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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The first annual meeting of the Shareholders of UB&T Financial Services
Corporation was held on May 20, 1999. The meeting had been called pursuant to
written notice for the purpose of acting on (1) Election of directors and (2) To
ratify the appointment of Mauldin & Jenkins, LLC as independent public
accountants of the Company for the year ending December 31, 1999. The results of
the voting were as follows:
ITEM 1 FOR AGAINST ABSTAIN TOTALS
------ --- ------- ------- ------
Bruce Albea 273,456 -0- 1,200 274,656
Lee Cummings 273,456 -0- 1,200 274,656
Dan Forsyth 273,456 -0- 1,200 274,656
William D. Heath, Jr. 273,456 -0- 1,200 274,656
J. W. LeGrande 273,456 -0- 1,200 274,656
James L. Lester 273,456 -0- 1,200 274,656
William L. Lundy, Jr. 273,456 -0- 1,200 274,656
Sumter R. Nelson 273,456 -0- 1,200 274,656
Elmo Peppers 272,810 646 1,200 274,656
William Frank Shelley 273,456 -0- 1,200 274,656
Daniel B. Simon, III 273,456 -0- 1,200 274,656
ITEM 2 270,546 -0- 4,110 274,656
13
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
27. Financial Data Schedule
(b) Reports on Form 8-K.
None.
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: August 12, 1999 BY: /s/ Helen Sue Harris
--------------- -------------------------------
Helen Sue Harris
Interim-President
DATE: August 12, 1999 BY: /s/ Melissa Y. Deems
--------------- -------------------------------
Melissa Y. Deems
Vice President and
Chief Financial Officer
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM UB&T FINANCIAL
SERVICES CORP. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,807,342
<INT-BEARING-DEPOSITS> 740,853
<FED-FUNDS-SOLD> 1,547,236
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 6,070,328
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 32,155,638
<ALLOWANCE> (450,855)
<TOTAL-ASSETS> 43,546,714
<DEPOSITS> 37,726,707
<SHORT-TERM> 0
<LIABILITIES-OTHER> 537,293
<LONG-TERM> 366,000
0
0
<COMMON> 2,255,525
<OTHER-SE> 2,661,189
<TOTAL-LIABILITIES-AND-EQUITY> 43,546,714
<INTEREST-LOAN> 1,519,118
<INTEREST-INVEST> 196,827
<INTEREST-OTHER> 78,302
<INTEREST-TOTAL> 1,794,247
<INTEREST-DEPOSIT> 667,790
<INTEREST-EXPENSE> 682,962
<INTEREST-INCOME-NET> 1,111,285
<LOAN-LOSSES> 188,933
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 876,280
<INCOME-PRETAX> 283,262
<INCOME-PRE-EXTRAORDINARY> 283,262
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 190,065
<EPS-BASIC> .45
<EPS-DILUTED> .45
<YIELD-ACTUAL> 5.58
<LOANS-NON> 87,000
<LOANS-PAST> 201,000
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 359,000
<CHARGE-OFFS> 109,000
<RECOVERIES> 12,000
<ALLOWANCE-CLOSE> 451,000
<ALLOWANCE-DOMESTIC> 451,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 451,000
</TABLE>
