<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(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
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: O-13653
THE PEOPLES BANCTRUST COMPANY, INC.
-----------------------------------
(Exact name of registrant as specified on its charter)
Alabama 63-0896239
- ------------------------------- ----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
310 Broad Street, Selma, Alabama 36701
- ---------------------------------------- ------------------------
(Address of principal executive offices) (Zip Code)
(334) 875-1000
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by a check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 of 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or such shorter time 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
---------
As of the close of business on November 12, 1999, 5,148,138 shares of
registrant's Common Stock, par value $.10 per share, were outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
THE PEOPLES BANCTRUST COMPANY, INC., SELMA, ALABAMA
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
In Thousands
September 30, 1999 December 31, 1998
------------------- ------------------
(Unaudited)
<S> <C> <C>
ASSETS:
Cash and due from banks $ 24,153 $ 23,669
Federal funds sold and securities purchased under
agreements to resell 4,993 12,598
------------------ -----------------
Total cash and cash equivalents 29,146 36,267
Securities available-for-sale 120,119 137,572
Loans, net of unearned income 414,956 356,639
Allowance for loan losses (4,513) (4,291)
------------------ -----------------
Net loans 410,443 352,348
Premises and equipment 13,013 10,806
Intangibles 9,240 9,803
Other real estate, net 838 530
Other assets 9,968 10,483
------------------ -----------------
Total assets $ 592,767 $ 557,809
================== =================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Noninterest-bearing deposits $ 61,403 $ 68,162
Interest-bearing deposits 415,183 392,647
------------------ -----------------
Total deposits 476,586 460,809
Federal funds purchased and securities sold under
agreements to repurchase 21,453 11,811
Other borrowed funds 32,300 22,454
Other liabilities 5,554 6,015
------------------ -----------------
Total liabilities 535,893 501,089
Common stock 519 519
Additional paid-in-capital 6,286 6,286
Treasury stock (637) (637)
Retained earnings 52,315 49,844
Accumulated other comprehensive income (loss),
net of tax (1,609) 708
------------------ -----------------
Total stockholders' equity 56,874 56,720
------------------ -----------------
Total liabilities and stockholders' equity $ 592,767 $ 557,809
================== =================
</TABLE>
See Notes to the Unaudited Condensed Consolidated Financial Statements
1
<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC., SELMA, ALABAMA
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
In Thousands, except share and per share data
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------- ------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest and fees on loans $ 9,454 $ 8,422 $ 26,331 $ 23,124
Interest and dividends on investment securities 1,912 2,112 5,896 5,874
Other interest income 18 258 315 1,102
---------- ---------- ---------- ----------
Total interest income 11,384 10,792 32,542 30,100
Interest on deposits 4,150 4,290 12,001 12,335
Interest on borrowed funds 577 359 1,572 896
---------- ---------- ---------- ----------
Total interest expense 4,727 4,649 13,573 13,231
---------- ---------- ---------- ----------
Net interest income 6,657 6,143 18,969 16,869
Provision for loans losses 1,290 745 2,870 1,692
---------- ---------- ---------- ----------
Net interest income after provision for loan losses 5,367 5,398 16,099 15,177
Net securities gains 42 106 204 143
Other non-interest income 1,886 1,675 5,356 4,521
Other non-interest expense 5,277 5,112 16,001 13,917
---------- ---------- ---------- ----------
Income before income taxes 2,018 2,067 5,658 5,924
Provision for income taxes 666 636 1,874 1,871
---------- ---------- ---------- ----------
Net income $ 1,352 $ 1,431 $ 3,784 $ 4,053
========== ========== ========== ==========
Basic weighted average number of shares (1) 5,148,138 5,147,790 5,148,138 5,139,778
Diluted weighted average number of shares (2) 5,150,700 5,165,135 5,150,811 5,162,342
Basic net income per share $ 0.26 $ 0.28 $ 0.74 $ 0.79
Diluted net income per share $ 0.26 $ 0.28 $ 0.73 $ 0.79
Dividends per share $ 0.085 $ 0.08 $ 0.255 $ 0.24
</TABLE>
See Notes to the Unaudited Condensed Consolidated Financial Statements
2
<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC., SELMA, ALABAMA
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------- ----------------------------
1999 1998 1999 1998
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net income $ 1,352 $ 1,431 $ 3,784 $ 4,053
Other comprehensive income
Unrealized gains (losses) on securities available for sale during
the period (499) 1,566 (3,204) 1,324
Less: Reclassification adjustment for net gains included in net
income 42 106 204 143
----------- ---------- ---------- ----------
Other comprehensive income (loss) (541) 1,460 (3,408) 1,181
----------- ---------- ---------- ----------
Provision (benefit) for income taxes related to items of other
comprehensive income (loss) (173) 496 (1,091) 402
----------- ---------- ---------- ----------
Other comprehensive income (loss), net of tax (368) 964 (2,317) 779
----------- ---------- ---------- ----------
Comprehensive income, net of tax $ 984 $ 2,395 $ 1,467 $ 4,832
=========== ========== ========== ==========
</TABLE>
See Notes to the Unaudited Condensed Consolidated Financial Statements
3
<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC., SELMA, ALABAMA
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
In Thousands
(Unaudited)
Nine Months Ended September 30,
--------------------------------------
1999 1998
--------------- ----------------
<S> <C> <C>
Cash Provided by Operating Activities $ 4,975 $ 27,823
Cash Flow From Investing Activities
Proceeds from sales of investment securities available-for-sale 28,957 29,010
Proceeds from maturity and call of investment securities-available-for sale 17,409 32,563
Purchases of investment securities available-for-sale (32,142) (67,683)
Net increase in loans (56,901) (3,478)
Proceeds from sale of other real estate 269 -
Purchases of bank premises and equipment (3,728) (1,420)
Proceeds from sale of bank premises and equipment 310 248
Investment in low income housing (105) (712)
Investment in other real estate and equipment (117) (269)
Investment in Merchants & Planters (net) - (10,317)
--------------- ----------------
Net Cash Used by Investing Activities (46,048) (22,058)
Cash Flow From Financing Activities
Increase in deposits 15,777 6,885
Net increase (decrease) in borrowed funds 19,488 (6,485)
Dividends paid (1,313) (1,373)
Stock options excercised - 218
--------------- ----------------
Net Cash Provided (Used) by Financing Activities 33,952 (755)
Net Increase (Decrease) in Cash and Cash Equivalents (7,121) 5,010
Cash and Cash Equivalents Beginning of year 36,267 25,799
--------------- ----------------
Cash and Cash Equivalents at September 30, 1999 $ 29,146 $ 30,809
Cash paid for interest $ 13,095 $ 12,555
Cash paid for income taxes $ 1,800 $ 1,558
</TABLE>
See Notes to the Unaudited Condensed Consolidated Financial Statements
4
<PAGE>
THE PEOPLES BANCTRUST COMPANY, INC. AND SUBSIDIARY
Notes to the Unaudited Condensed Consolidated Financial Statements (Unaudited)
Accounting Policies:
The accompanying unaudited consolidated financial statements of The Peoples
BancTrust Company, Inc. (the "Company") and its subsidiaries have been prepared
in accordance with generally accepted accounting principles for interim
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. The results of operations are not necessarily indicative of the
results of operations for the full year or any other interim periods. Financial
statements for prior periods have been restated to reflect the 1998 merger with
Elmore County Bancshares, Inc., accounted for using the pooling-of-interests
method of accounting. The 1998 acquisition of Merchants & Planters Bancshares,
Inc. was accounted for as a purchase, and is reflected in the financial position
and results of operations of the Company since the acquisition date. For further
information refer to the consolidated financial statements and footnotes thereto
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1998.
Commitments and Contingencies:
The Company and its subsidiaries are from time to time defendants in
legal actions arising from normal business activities. Management does not
anticipate that the ultimate liability arising from litigation outstanding at
September 30, 1999 will have a materially adverse effect on the Company's
financial statements.
Derivatives and Hedging Activities:
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities ("SFAS 133"). SFAS 133, establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, by requiring that an entity
recognize all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. It also
establishes the condition under which a derivative should be designated as
hedging a specific type of exposure and requires the company to establish at the
inception of the hedge the method and measurement approach used to assess its
effectiveness.
SFAS 133, as amended by SFAS No. 137, is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. The Company does not
believe the adoption of SFAS 133 will have a significant impact on its financial
statements and disclosures as it does not currently possess any derivative
instruments.
5
<PAGE>
Earnings Per Share:
The following table reflects the reconciliation of the numerator and
denominator of the basic EPS computation to the diluted EPS computation for the
quarter and nine months ended September 30, 1999 and 1998:
1999
----------------------------------------
Basic Diluted
Q-T-D Y-T-D Q-T-D Y-T-D
----- ----- ----- -----
Net income $ 1,352 $ 3,784 $ 1,352 $ 3,784
Average shares outstanding 5,148 5,148 5,148 5,148
Effect of dilutive securities:
Stock Options 3 3
------ ------
Diluted average shares outstanding 5,151 5,151
Earnings per share:
Net income $ 0.26 $ 0.74 $ 0.26 $ 0.73
1998
----------------------------------------
Basic Diluted
Q-T-D Y-T-D Q-T-D Y-T-D
----- ----- ----- -----
Net income $ 1,431 $ 4,053 $ 1,431 $ 4,053
Average shares outstanding 5,148 5,140 5,148 5,140
Effect of dilutive securities:
Stock Options 17 22
------ ------
Diluted average shares outstanding 5,165 5,162
Earnings per share:
Net income $ 0.28 $ 0.79 $ 0.28 $ 0.79
6
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
GENERAL
The following analysis focuses on the financial condition of The Peoples
BancTrust Company, Inc. (the "Company"), and should be read in conjunction with
the consolidated financial statements included in this report.
Management's discussion and analysis includes certain forward-looking
statements addressing, among other things, the Company's prospects for earnings,
asset growth and net interest margin. Forward-looking statements are
accompanied by, and identified with, such terms as "anticipates," "believes,"
"expects," "intends," and similar phrases. Management's expectations for the
Company's future necessarily involve a number of assumptions and estimates.
Factors that could cause actual results to differ from the expectations
expressed herein are: substantial changes in interest rates, changes in the
general economy; changes in the Company's strategies for credit-risk management,
interest-rate risk management and investment activities. Accordingly, any
forward-looking statements included herein do not purport to be predictions of
future events or circumstances and may not be realized.
Financial statements for prior periods have been restated to reflect the
July 31, 1998 merger with Elmore County Bancshares, Inc., ("Elmore County")
accounted for using the pooling-of-interests method of accounting. The March 6,
1998 acquisition of Merchants & Planters Bancshares, Inc. ("M&P") was accounted
for as a purchase, and is reflected in the financial position and results of
operations of the Company since the acquisition date.
FINANCIAL CONDITION
Total consolidated assets of the Company and its subsidiary, The Peoples
Bank and Trust Company ("PB&T"), totaled $592,767,000 at September 30, 1999, an
increase of $34,958,000 from the December 31, 1998 total of $557,809,000.
Earning assets at September 30, 1999 were $540,779,000 as compared to
$507,236,000 at December 31, 1998.
Investments
Total investment securities were $120,119,000 at September 30, 1999 as
compared to $137,572,000 on December 31, 1998. This represents a decrease of
$17,453,000. This reduction is the result of a shift of funds out of the
investment portfolio and into loans, to meet increased loan demand.
At year-end 1998, and at September 30, 1999, the entire investment
portfolio was classified as "available for sale", resulting in the portfolio
being marked-to-market. At December 31, 1998, the portfolio had a net unrealized
gain of $708,000, net of income taxes, as compared to a net unrealized loss of
$1,609,000, net of income taxes, at September 30, 1999.
Short -Term Investments
Short-term investments totaled $4,993,000 at September 30, 1999, as
compared to $12,598,000 at December 31, 1998, a decrease of $7,605,000. Short-
term investments are comprised of federal funds sold, and securities purchased
under agreements to resell. The decrease from December 31, 1998 to September 30,
1999 is due to the significant rise in loan demand during 1999, which resulted
in the Company having less excess funds to sell in the federal funds market.
7
<PAGE>
Loans
Loans, net of unearned income, increased $58,317,000, or 16.35% from
December 31, 1998 to $414,956,000 at September 30, 1999. The sharp rise in
volume of the Company's loan portfolio is due to much higher loan demand in 1999
than was present in 1998. Also, the Company entered into the Lee County, Alabama
market late in 1998, where it has experienced significant loan growth as well.
Allowance for Loan Losses
In making loans, the Company recognizes the fact that credit losses will
occur, and that the risk of loss will vary with, among other things, the type of
loan being made, the credit-worthiness of the borrower and the collateral (if
any) for the loan. The allowance for loan losses is maintained at a level
believed to be adequate by management to absorb potential losses in the
Company's portfolio.
Management's determination of allowance adequacy is based, among other
things, on estimates of the historical loan loss experience, evaluations of
current economic conditions in general and in various sectors of the Company's
customer base, and periodic reviews of loan portfolio quality by the Company's
personnel, and other relevant factors. Generally reserves will be provided for
loans where the ultimate collection is considered questionable by management
after reviewing the current status of loans which are contractually past due,
structurally deficient or economically depreciating, and considering the net
realizable value of the security of the loan or guarantees, if applicable.
Management will continue to monitor the Company's asset quality and will charge
off loans against the allowance for loan losses when appropriate or provide
specific loss reserves when necessary. Because the allowance is based on
assumptions and subjective judgement, it is not necessarily indicative of the
actual charge-offs which may ultimately occur.
The Company's allowance for loan losses totaled $4,513,000 at September 30,
1999, as compared to $4,291,000 at December 31, 1998. The resulting ratios of
allowance to total loans net of unearned interest were 1.09% and 1.20% as of
September 30, 1999 and December 31, 1998, respectively. The amount of loans
determined by management to require special attention due to potential
weaknesses as of September 30, 1999 was $9,350,000, a $264,000 increase from the
$9,086,000 reported at December 31, 1998. Included in such amount at September
30, 1999 were $6,237,000 in business loans , $1,546,000 in agricultural loans,
$870,000 in real estate loans and $697,000 in personal loans. Standing at 2.25%
of the total loan portfolio, management believes the level of classified loans
to be acceptable. Non-accrual loans at September 30, 1999 represented 64.94% of
the allowance for loan losses. Management monitors fluctuations of the loan
portfolio in light of charge-offs and recoveries, as well as changing economic
conditions.
Deposits
At September 30, 1999, total deposits increased to $476,586,000, or
$15,777,000 from their December 31, 1998 total. Between December 31, 1998 and
September 30, 1999, non-interest bearing deposits decreased $6,759,000, and
interest-bearing deposits increased $22,536,000. The Company continues to
experience rapid growth of deposit market share in one of its newer markets.
Liquidity
The Company has periodic needs for short-term borrowings. At September 30,
1999, short-term borrowings in the form of federal funds purchased and
securities sold under agreements to repurchase totaled $21,453,000, as compared
to $11,811,000 at December 31, 1998.
Other borrowed funds increased $9,846,000, to $32,300,000 at September 30,
1999. These funds are borrowed from the Federal Home Loan Bank of Atlanta,
Georgia. In addition to the shifting of funds out of the investment portfolio,
and an increase in deposits, other borrowed funds were utilized in funding the
significant loan growth. The Federal Home Loan Bank of Atlanta, Georgia, is the
primary source of external loan funding utilized by the Company.
8
<PAGE>
Stockholders' Equity
Total stockholders' equity at September 30, 1999 was $56,874,000, compared
to $56,720,000 at December 31, 1998. This increase of $154,000 is the result of
year-to-date earnings of $3,784,000, partially offset by a decrease in
unrealized gain (loss) on available for sale securities of $2,317,000 and the
payment of $1,313,000 of dividends on common stock.
Risk-based capital regulations require all bank holding companies and banks
to achieve and maintain a minimum total capital to risk-weighted assets ratio of
8.00%, at least half of which must be in the form of Tier 1 capital (consisting
of stockholders' equity less goodwill). The following table indicates the
Company's Tier 1 capital ratio and total capital ratio at September 30, 1999
were 11.83% and 12.91%, respectively. The Company maintained, at September 30,
1999, a leverage ratio of Tier 1 capital to total average assets of 8.80%,
compared to the minimum regulatory standard of 4.00% required of the strongest
companies and banks. In addition, the table indicates that the ratios of PB&T
also well exceed the minimum requirements of the regulation.
Risk-Based Capital Ratios & Leverage Ratios
As of September 30, 1999
-------------------------------------------
Dollars in Thousands
RISK-BASED CAPITAL RATIOS
- -------------------------
The Company PB&T
-------------------------------------------
Tier 1 Capital $ 49,242 11.83% $ 49,664 11.98%
Tier 1 Capital - Minimum Required 16,656 4.00% 16,583 4.00%
-------- ----- -------- -----
Excess $ 32,586 7.83% $ 33,081 7.98%
Total Capital $ 53,755 12.91% $ 54,177 9.47%
Total Capital - Minimum Required 33,312 8.00% 45,767 8.00%
-------- ----- -------- -----
Excess $ 20,443 4.91% $ 8,410 1.47%
Net risk-weighted assets $416,395 $414,571
LEVERAGE RATIOS
- -----------------------------
Total Tier 1 Capital $ 49,242 8.80% $ 49,664 8.90%
Minimum Leverage Requirement 22,373 4.00% 22,321 4.00%
-------- ----- -------- -----
Excess $ 26,869 4.80% $ 27,343 4.90%
Average Total Assets,
Net of all intangibles $559,324 $558,223
9
<PAGE>
RESULTS OF OPERATIONS
Three Months Ended September 30, 1999, Compared to Three Months Ended September
30, 1998
The Company's profitability, like that of many financial institutions, is
dependent to a large extent upon its net interest income. Simply stated, net
interest income is the difference between the interest income earned on
interest-earning assets, such as loans and investments, and interest expense
incurred on interest bearing liabilities, such as deposits and borrowings.
Interest income for the third quarter of 1999 (the "1999 Quarter") was
$11,384,000, compared to $10,792,000 for the same quarter of 1998 (the "1998
Quarter"). The increase of $592,000 is due to a rise in the average balance of
the Company's loan portfolio, given reductions in the average balances of other
interest earning assets categories, as well as a slight reduction in net
interest margin.
The 1999 Quarter saw a decrease of $200,000 in investment income, as
compared to the 1998 Quarter. Interest income on investments totaled $1,912,000
for the 1999 Quarter, as opposed to $2,112,000 for the same period in 1998.
Interest income from business loans totaled $2,362,000 for the 1999
Quarter. This represents a decrease of $90,000 when compared to $2,452,000 of
interest income for the 1998 Quarter. A reduction in the average yield earned on
business loans is the reason for the decline in interest income between the 1998
and 1999 Quarters.
Personal loan interest income fell to $2,933,000 for the 1999 Quarter, from
$3,598,000 for the 1998 Quarter. This $665,000 decrease in personal loan income
is the result of a reduction in the average yield earned on these loans.
Interest income earned on real estate loans totaled $3,902,000 for the 1999
Quarter as compared to $2,131,000 for the 1998 Quarter. Between the 1998 and
1999 Quarters, the average volume of real estate loans increased significantly.
This significant rise in volume, combined with an increase in the average yield
earned on real estate loans, accounts for the large increase in interest income
earned on these loans in the 1999 Quarter as opposed to the 1998 Quarter.
Interest expense recognized on deposits totaled $4,150,000 for the 1999
Quarter, as compared to $4,290,000 for the 1998 Quarter. This decrease is
attributable to a reduction in the average cost of said deposits, offset by an
increase in average volume.
Non-interest income for the 1999 Quarter totaled $1,886,000. For the 1998
Quarter, non-interest income totaled $1,675,000. Non-interest expense increased
$165,000 from the 1998 Quarter to $5,277,000 for the 1999 Quarter. Non-interest
expense for the 1998 Quarter totaled $5,112,000.
Income before taxes for the 1999 Quarter was $2,018,000, compared to
$2,067,000 for the 1998 Quarter. Consequently, the provision for income taxes
increased as well. For the 1999 Quarter, the provision for income taxes totaled
$666,000 as compared to $636,000 for the 1998 Quarter. The resulting 1999
Quarter net income was $1,352,000, compared to net income for the 1998 Quarter
of $1,431,000. Earnings per share for the 1999 Quarter was $.26, compared to
$.28 for the 1998 Quarter.
Nine Months Ended September 30, 1999 Compared to Nine Months Ended September 30,
1998
Interest income for the nine months ended September 30, 1999 totaled
$32,542,000, an increase of $2,442,000 from $30,100,000 for the same period in
1998. The average volume of interest earning assets rose to $516,854,000 at
September 30, 1999, representing an increase of $50,300,000 over the September
30, 1998 level of $466,554,000. The increase in average volume resulted in the
increase in interest income, given the average annual yield on interest earning
assets for the period ended September 30,1999 was lower than for the same period
in 1998. The average annual yield realized on interest earning assets at
September 30, 1999 was 8.39%, whereas for the same period in 1998 it was 8.60%.
<PAGE>
Interest income on the Company's investment securities portfolio for the
nine months ended September 30, 1999 totaled $5,896,000, which translates to an
average annual yield of 5.96%. For the nine months ended September 30, 1998,
income from investment securities totaled $5,874,000, resulting in a 5.92%
average annual yield. The slight rise in interest income on investment
securities is entirely the result of the increased average annual yield, given
that average volume at September 30, 1999 was slightly lower when compared to
September 30, 1998.
Interest income on the Company's loans totaled $26,331,000 for the nine-
month period ended September 30, 1999. For the same period in 1998, interest
income on loans totaled $23,124,000. Average loans for the nine months ended
September 30, 1999 was $375,899,000 yielding a 9.34% average annual return. For
the same period in 1998, average loans was $310,309,000, earning an average
annual yield of 9.94%. The $3,207,000 increase in loan interest income is to
the result of the increase in average volume, while the average annual yield
actually decreased.
Interest expense on interest-bearing deposits for the nine months ended
September 30, 1999 totaled $12,001,000, with an average cost for these deposits
equal to 3.99%. For the same period in 1998, interest expense on deposits
totaled $12,335,000, with an average cost equal to 4.52%. The average balances
of interest-bearing deposits for the nine months ended September 30, 1999 and
1998 were $401,533,000 and $363,728,000 respectively. Given the rise in the
average volume of interest-bearing deposits, the slight decrease in interest
paid on them is the result of the reduction in the average annual rate paid on
them.
The resulting net interest income of the Company for nine months ended
September 30, 1999 totaled $18,969,000. This represents an increase of
$2,100,000 over net interest income for the same period 1998 of $16,869,000.
Net interest margin for the Company at September 30, 1999 was 4.89%, whereas for
the same period 1998 it was 4.82%.
Provision for loan losses for the nine months ended September 30, 1999
totaled $2,870,000, as compared to $1,692,000 for the same period in 1998. Net
charge offs coupled with loan growth, accounts for this significant increase in
provision for loan losses between the two periods being compared. During 1999,
final assimilation of those loans acquired with the M&P purchase and the Elmore
County merger took place. Applying the Company's policies and standards to these
loans made necessary additional funding of the allowance for loan losses
account. Provision for loan losses are charges made against net interest income,
and applied to the allowance for loan losses. See"--Financial Condition--
Allowance for Loan Losses" above.
During the nine months ended September 30, 1999, non-interest income
totaled $5,356,000, as compared to $4,521,000 for the same period 1998. This
$835,000 increase in non-interest income is attributed to an expansion of the
Company's fee structure and the effects of having attracted new customer
accounts.
Non-interest expense for the nine months ended September 30, 1999 totaled
$16,001,000 as compared to $13,917,000 for the same period of 1998. The
$2,084,000 increase is primarily due to the expenses required to operate the
added facilities and compensate the additional personnel resulting from the M&P
acquisition during 1998.
For the nine months ended September 30, 1999, income before taxes totaled
$5,658,000, compared to $5,924,000 for the same period in 1998. The income tax
provision for nine months ended September 30, 1999 totaled $1,874,000, whereas
for the same period in 1998 it totaled $1,871,000. The resulting net income for
the nine months ended September 30, 1999 totaled $3,784,000, compared to
$4,053,000 for the same period in 1998.
YEAR 2000 RISK ASSESSMENT AND ACTION PLAN
The Company is aware of the current concerns throughout the business
community of reliance upon computer software that does not properly recognize
the Year 2000 in date formats, often referred to as the "Year 2000 Problem." The
Year 2000 Problem is the result of software being written using two digits
rather than four digits to define the applicable year (i.e., "99" rather than
"1999"). A failure by a business to properly identify and
<PAGE>
correct a Year 2000 Problem in its operations could result in system failures or
miscalculations. In turn, this could result in disruptions of operations,
including among other things a temporary inability to process transactions, or
otherwise engage in routine business transactions on a day-to-day basis.
Operations of the Company depend upon the successful operation on a daily
basis of it computer software program. The Company relies upon software
purchased from third-party vendors rather than internally generated software. In
its analysis of the software, and based upon its ongoing discussions with these
vendors, a plan of action has been put in place by the Company to minimize its
risk exposure to the Year 2000 Problem.
As part of the plan, an oversight committee was established to monitor
vendor Year 2000 compliance, and identify systems and equipment crucial to the
Company's operations. These systems have been tested to assure they will be able
to handle the Year 2000 event, thus minimizing risk to the Company.
The Company is committed to a plan for achieving Year 2000 compliance,
which focuses not only on its own systems and equipment, but also on its
customers. Peoples Bank continues to educate and assist customers in identifying
their Year 2000 Problems. Peoples Bank has developed policies and procedures to
help identify potential risks to Peoples Bank and to gain a better understanding
of how its customers are managing their own risks associated with the Year 2000
Problem.
The Company has established a Business Resumption Contingency Plan to
insure continued operation through any foreseeable disaster or event. This plan
has been updated to include scenarios specific to the Year 2000 event, including
loss of utilities, communication, transportation, and other resources critical
to core banking functions. Key personnel have been trained and each functional
piece of the plan tested.
As of October 31, 1999, Year 2000 compliance costs have remained within
budgeted expectations, totaling approximately $165,000. The Company currently
anticipates that its Year 2000 direct compliance costs will total approximately
$350,000. The Company does not separately track internal costs incurred for year
2000 compliance; such costs are primarily related to payroll expenditures.
Funding for such costs has been, and will continue to be derived from normal
operating cash flow.
Should the Company find itself adversely affected as a result of the Year
2000 event, the degree to which it is effected will depend entirely upon which
systems are impacted. The worst case scenario would be that the Company is
unable to process and post customer transactions using its automated procedures.
Were this to happen, contingency plans have been devised and tested and will be
in place so as to allow customers to conduct basic banking transactions.
The Company is also addressing the issue of having adequate cash on hand
in the event the demand for cash rises as December 31, 1999 approaches and in
the immediate future thereafter. On October 29, 1999 the Company procured a
$10,000,000 advance from the Federal Home Loan Bank of Atlanta, for the
expressed purpose of insuring adequate cash levels before, during and after the
year 2000 event.
IMPACT OF NEW ACCOUNTING STANDARDS
See Notes to the Unaudited Condensed Consolidated Financial Statements.
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest sensitivity is one measure of the vulnerability of earnings to
changes in the general level of interest rates. Whenever interest-earning assets
reprice to market interest rates at a different pace than interest-bearing
liabilities, interest income performance will be affected favorably or
unfavorably during periods of changes in general interest rates. Management is
unable to predict future changes in market rates and their impact on the
Company's profitability. Management believes, however, that the Company's
current rate sensitivity position is well matched, indicating the assumption of
minimal interest rate risk. Management does not believe there to have been any
material shift in the relationship between the maturity characteristics of
interest-earning assets, and interest-bearing liabilities since December 31,
1998, and, consequently, no material change in interest rate risk exposure.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
George Edward Marsh v. The Peoples Bank and Trust Company, et al., This case
- --------------------------------------------------------------------
was settled for an amount that had no material effects on the financial
statements of the Company.
Management currently is not aware of any material legal proceedings to which the
Company or Peoples Bank is a party, or to which any of their property is
subject.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule (SEC use only)
(b) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
The Peoples BancTrust Company, Inc.
Date: November 12, 1999 /s/: Richard P. Morthland
-------------------------------------
Richard P. Morthland
Chairman and Chief Executive Officer
Date: November 12, 1999 /s/: Andrew C. Bearden, Jr.
-------------------------------------
Andrew C. Bearden, Jr.
Executive Vice President and
Chief Financial Officer
Date: November 12, 1999 /s/: Thomas P. Wilbourne
-------------------------------------
Thomas P. Wilbourne
Assistant Treasurer
(Principal Accounting Officer)
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