<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 June 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 August 5, 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
June 30, 1999 December 31, 1998
------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS:
Cash and due from banks $ 27,329 $ 23,669
Federal funds sold and securities purchased under agreement to
resell 6,047 12,598
----------------- ------------------
Total cash and cash equivalents 33,376 36,267
Securities available-for-sale 127,789 137,572
Loans, net of unearned income 384,977 356,639
Allowance (4,572) (4,291)
----------------- ------------------
Net loans 380,405 352,348
Premises and equipment 12,714 10,806
Intangibles 9,417 9,803
Other real estate, net 742 530
Other assets 10,266 10,483
----------------- ------------------
Total assets $ 574,709 $ 557,809
================= ==================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Noninterest-bearing deposits $ 60,288 $ 68,162
Interest-bearing deposits 411,401 392,647
----------------- ------------------
Total deposits 471,689 460,809
Federal funds purchased and securities sold under agreements to 14,156 11,811
repurchase
Other borrowed funds 27,617 22,454
Other liabilities 4,920 6,015
----------------- ------------------
Total liabilities 518,382 501,089
Common stock 519 519
Additional paid-in-capital 6,286 6,286
Treasury stock (637) (637)
Retained earnings 51,400 49,844
Accumulated other comprehensive income, net of tax (1,241) 708
----------------- ------------------
Total stockholders' equity 56,327 56,720
----------------- ------------------
Total liabilities and stockholders' equity $ 574,709 $ 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 June 30, Six Months Ended June 30,
--------------------------- -------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest and fees on loans $ 8,693 $ 7,642 $ 16,877 $ 14,702
Interest and dividends on investment securities 1,980 1,936 3,984 3,762
Other interest income 98 525 297 844
-------------- ------------- -------------- --------------
Total interest income 10,771 10,103 21,158 19,308
Interest on deposits 3,899 4,266 7,851 8,045
Interest on borrowed funds 574 373 995 537
-------------- ------------- -------------- --------------
Total interest expense 4,473 4,639 8,846 8,582
-------------- ------------- -------------- --------------
Net interest income 6,298 5,464 12,312 10,726
Provision for loans losses 848 671 1,580 947
-------------- ------------- -------------- --------------
Net interest income after provision for loan losses 5,450 4,793 10,732 9,779
Net securities gains 122 23 162 37
Other income 1,913 1,498 3,470 2,846
Other expense 5,375 4,562 10,724 8,805
-------------- ------------- -------------- --------------
Income before income taxes 2,110 1,752 3,640 3,857
Provision for income taxes 724 575 1,208 1,235
-------------- ------------- -------------- --------------
Net income $ 1,386 $ 1,177 $ 2,432 $ 2,622
============== ============= ============== ==============
Basic weighted average number of shares 5,148,138 5,141,215 5,148,138 5,135,705
Diluted weighted average number of shares 5,150,700 5,153,553 5,151,467 5,152,633
Basic net income per share $ 0.27 $ 0.23 $ 0.47 $ 0.51
Diluted net income per share $ 0.27 $ 0.23 $ 0.47 $ 0.51
Dividends per share $ 0.085 $ 0.08 $ 0.17 $ 0.16
</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 June 30, Six Months Ended June 30,
------------------------------ -----------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Income $ 1,386 $ 1,177 $ 2,432 $ 2,622
Other comprehensive income
Unrealized gains (losses) arising during
the period (1,635) 87 (2,705) (243)
Less: Reclassification adjustment for gains
included in net income 122 37 162 37
------------------------------ -----------------------------
Other comprehensive income (loss) (1,757) 50 (2,867) (279)
------------------------------ -----------------------------
Provision for income taxes related to other
comprehensive income (loss) (562) 17 (917) (95)
------------------------------ -----------------------------
Other comprehensive income (loss), net of tax (1,195) 33 (1,949) (184)
Comprehensive income, net of tax $ 191 $ 1,217 $ 483 $ 2,438
============================== =============================
</TABLE>
See Notes to the Unaudited Condensed Consolidated Financial Statements
THE PEOPLES BANCTRUST COMPANY, INC., SELMA, ALABAMA
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
In Thousands
(Unaudited)
Six Months Ended June 30,
----------------------------------------------
1999 1998
-------------------- --------------------
<S> <C> <C>
Net cash provided by operating activities $ 4,763 $ 2,366
Cash flows from investing activities
Proceeds from sales of securities available for sale 21,703 16,522
Proceeds from maturities and calls of securities
available for sale 14,650 19,230
Purchase of securities available for sale (30,631) (36,570)
Net decrease/(increase) in loans (27,931) 18,439
Purchases of bank premises and equipment (3,015) (998)
Proceeds from sale of bank premises and equipment 354 947
Investment in low income housing projects (66) (676)
Investment in other real estate and equipment (461) (269)
Proceeds from sale of other real estate and equipment 230
Investment in Merchants & Planters (net) (10,317)
----------------- -----------------
Net cash provided by/(used in) investing activities (25,167) 6,308
Cash flows from financing activities
Net increase in deposits 10,880 12,745
Net increase in borrowed funds 7,508 3,894
Dividends paid (875) (691)
Stock options exercised 190
----------------- -----------------
Net cash provided by financing activities 17,513 16,138
Net increase/(decrease) in cash and cash equivalents (2,891) 24,812
Cash and cash equivalents at beginning of period 36,267 25,799
----------------- -----------------
Cash and cash equivalents at June 30 $ 33,376 $ 50,611
Supplemental disclosure of clash information:
Cash paid during the period for:
Interest $ 8,804 $ 8,408
Taxes $ 1,200 $ 750
</TABLE>
See Notes to the Unaudited Condensed Consolidated Financial Statements
3
<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
June 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 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.
Mortgage-Backed Securities:
In October, 1998, the FASB issued SFAS No. 134, Accounting for
Mortgage-Backed Securities Retained after the Securitization of Mortgage Loans
Held for Sale by a Mortgage Banking Enterprise, and amendment of FASB Statement
No. 65, (SFAS 134). SFAS 134 amends prior guidance to require that after the
securitization of mortgage loans held for sale, an entity engaged in mortgage
banking activities classify the resulting mortgage-backed securities or other
retained interests based on its ability and intent to sell or hold these
investments. This statement is effective for the first fiscal quarter after
December 15, 1998. Since the Company does not securitize mortgage loans, no
financial statement impact has resulted from adopting this statement.
4
<PAGE>
Earning 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 six months ended June 30, 1999 and 1998:
<TABLE>
<CAPTION>
1999
-------------------------------------------------------------------------------
Basic Diluted
Q-T-D Y-T-D Q-T-D Y-T-D
----- ----- ----- -----
<S> <C> <C> <C> <C>
Net income $ 1,442 $ 2,487 $ 1,442 $ 2,487
Average shares outstanding 5,148 5,148 5,148 5,148
Effect of dilutive securities options 3 3
--------- ---------
Diluted average shares outstanding 5,151 5,151
Earnings per share:
Net income $ 0.27 $ 0.47 $ 0.27 $ 0.47
<CAPTION>
1998
---------------------------------------------------------------------------------
Basic Diluted
Q-T-D Y-T-D Q-T-D Y-T-D
----- ----- ----- -----
<S> <C> <C> <C> <C>
Net income $ 1,177 $ 2,622 $ 1,177 $ 2,622
Average shares outstanding 5,141 5,136 5,141 5,136
Effect of dilutive securities options 12 17
--------- ---------
Diluted average shares outstanding 5,154 5,153
Earnings per share:
Net income $ 0.23 $ 0.51 $ 0.23 $ 0.51
</TABLE>
5
<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, and 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 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. ("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 $574,809,000 at June 30, 1999,
an increase of $17,000,000 from the December 31, 1998 total of $557,809,000.
Earning assets at June 30, 1999 were $518,813,000 as compared to $506,809,000 at
December 31, 1998.
Investments
Total investment securities were $127,789,000 at June 30, 1999 as
compared to $137,572,000 on December 31, 1998. This represents a decrease of
$9,783,000. The reason for this reduction, is a shift of funds out of the
investment portfolio and into loans.
At year-end 1998, and at June 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 as compared to a net unrealized loss of $1,241,000 at June 30,
1999.
Short Term Investments
Short-term investments totaled $6,047,000 at June 30, 1999 as
compared to $12,598,000 at December 31, 1998. This is a decrease of $6,551,000.
Short-term investments are comprised of federal funds sold, and securities
purchased under agreements to resell. The decrease from December 31, 1998 to
June 30, 1999 is due to the significant loan demand during the first half of
1999 which resulted in the Company having no excess funds to sell in the federal
funds market.
6
<PAGE>
Loans
Loans, net of unearned income, increased $28,338,000 from December
31, 1998 to $384,977,000 at June 30, 1999. The sharp rise in the Company's loan
portfolio is due to much higher demand for real estate loans during the first
two quarters of 1999 than was present at year-end1998.
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 and the credit-worthiness of the borrower and the
collateral of the security for the loan. The allowance for loan losses is
maintained at a level believed to be adequate by management to absorb probable
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 $4,572,000 at June
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 1.19% and 1.20% as of
June 30, 1999 and December 31, 1998, respectively. The amount of loans
determined by management to require special attention due to potential
weaknesses as of June 30, 1999 was $8,418,000, a $668,000 decrease from the
$9,086,000 reported at December 31, 1998. A total of $6,279,000 in business
loans were classified at June 30, 1999, with $1,223,000 in agricultural,
$443,000 in real estate and $473,000 in personal. Standing at 2.19% of the total
loan portfolio, management believes the level of classified loans to be
acceptable. Management monitors fluctuations of the loan portfolio in light of
charge-offs and recoveries, as well as changing economic conditions.
Deposits
At June 30, 1999, total deposits increased to $471,689,000, or
$10,880,000 from their December 31, 1998 total. Between December 31, 1998 and
June 30, 1999 non-interest bearing deposits decreased by $7,874,000, and
interest-bearing deposits increased $18,754,000. The Company has moved into one
additional high growth market, while continuing to experience rapid acquisition
of market share in another. These, along with intensified marketing efforts, are
the reasons behind the sharp increase in deposit levels.
Liquidity
The Company has periodic needs for short-term borrowings. At June 30,
1999, short-term borrowings in the form of federal funds purchased totaled
$14,156,000, as opposed to $11,811,000 at December 31, 1998. Other borrowed
funds increased $5,163,000 to $27,617,000 during the period.
7
<PAGE>
Stockholders' Equity
Total stockholders' equity at June 30, 1999 was $56,327,000 compared to
$56,720,000 at December 31, 1998. This decrease of $338,000 is accounted for in
year-to-date earnings of $2,432,000 combined with a change in unrealized gain on
available for sale securities of $1,949,000 and a reduction of $876,000 for
common stock dividends.
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 June 30, 1999 were
12.24% and 13.37%, respectively. The Company maintained, at June 30, 1999, a
leverage ratio of Tier 1 capital to total assets of 8.72% 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 the Company's
subsidiary bank also well exceed the minimum requirements of the regulation.
<TABLE>
<CAPTION>
Risk-Based Capital Ratios & Leverage Ratios
As of June 30, 1999
-------------------------------------------------------------------
Dollars in Thousands
RISK-BASED CAPITAL RATIOS
- -------------------------
The Company PB&T
-------------------------- ------------------------
<S> <C> <C> <C> <C>
Tier 1 Capital $ 48,042 12.24% $ 48,583 12.41%
Tier 1 Capital - Minimum Required 15,706 4.00% 15,657 4.00%
-------- ----- -------- -----
Excess $ 32,336 8.24% $ 32,926 8.41%
Total Capital $ 52,514 13.37% $ 53,055 13.55%
Total Capital - Minimum Required 31,412 8.00% 31,315 8.00%
-------- ----- -------- -----
Excess $ 21,102 5.37% $ 21,740 5.55%
Net risk-weighted assets $392,647 $391,432
LEVERAGE RATIOS
- ---------------
Total Tier 1 Capital $ 48,042 8.72% $ 48,583 8.83%
Minimum Leverage Requirement 22,031 4.00% 16,509 3.00%
-------- ----- -------- -----
Excess $ 26,011 4.72% $ 32,074 5.83%
Average Total Assets,
Net of all intangibles $550,784 $550,297
</TABLE>
RESULTS OF OPERATIONS
Three Months Ended June 30, 1999, Compared to Three Months Ended June 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 interest income on interest-earning
assets, such as loans and investments, and interest expense on interest bearing
liabilities, such as deposits and borrowings.
Interest income for the second quarter of 1999 (the "1999 Quarter") was
$10,771,000 compared to $10,103,000 for the same quarter of 1998 (the "1998
Quarter"). The increase of $668,000 is due to a rise in the average balance of
the Company's loan portfolio, given a slight reduction in its average annual
yield.
8
<PAGE>
The 1999 Quarter saw a slight rise of $44,000 in investment income over the
1998 Quarter. Interest income on investments totaled $1,980,000 for the 1999
Quarter as opposed to $1,936,000 for the same period in 1998.
Interest income from business loans totaled $2,084,000 for the 1999
Quarter. This represents a decrease of $262,000 when compared to $2,346,000 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 increased to $2,918,000 for the 1999 Quarter
from $2,848,000 for the 1998 Quarter. This 2.5% increase in personal loan income
is accounted for by the combination of a 4.4% increase in personal loan volume
from the end of the 1998 Quarter, offset by a slight reduction in the average
yield earned on personal loans during this same period.
Interest income earned on real estate loans totaled $3,458,000 for the 1999
Quarter as compared to $2,248,000 for the 1998 Quarter. Real estate loans
increased to $166,662,000 from $110,410,000 between the 1998 and 1999 Quarters.
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 in the 1999 Quarter as opposed to the 1998 Quarter.
Interest paid on deposits totaled $3,899,000 for the 1999 Quarter, as
compared to $4,266,000 for the 1998 Quarter. The volume of interest-bearing
deposits increased between the 1998 and 1999 Quarters, with the average cost of
those deposits decreasing enough to offset the rise in volume. Total interest-
bearing deposits at the end of the 1999 Quarter totaled $411,401,000 as opposed
to $373,861,000 at the end of the 1998 Quarter.
Non-interest income for the 1999 Quarter totaled $1,913,000. For the 1998
Quarter, non-interest income totaled $1,498,000. Non-interest expense increased
$813,000 from the 1998 Quarter to $5,375,000 for the 1999 Quarter. Non-interest
expense for the 1998 Quarter totaled $4,562,000.
Income before taxes for the 1999 Quarter was $2,110,000, compared to
$1,752,000 for the 1998 Quarter. Consequently, the provision for income taxes
increased as well. For the 1999 Quarter, the provision for income taxes totaled
$724,000 as compared to $575,000 for the 1998 Quarter. The resulting 1999
Quarter net income was $1,386,000, compared to net income for the 1998 Quarter
of $1,177,000. Earnings per share for the 1999 Quarter was $.27, compared to
$.23 for the 1998 Quarter.
Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998
Interest income for the six months ended June 30, 1999 totaled
$21,158,000, an increase of $1,850,000 from the comparable period of 1998.
Interest income on the Company's investment securities portfolio for the
six months ended June 30, 1999 totaled $3,984,000, which translates to an
average annual yield of 5.85%. For the six months ended June 30, 1998, income
from investment securities totaled $3,762,000, indicating a 5.82% average annual
yield.
Interest income on the Company's loans totaled $16,877,000 for the six-
month period ended June 30, 1999. For the same period 1998, interest income on
loans totaled $14,702,000. Average volume of loans for the six months ended June
30, 1999 was $361,824,000 yielding a 9.33% average annual return. For the same
period 1998, the average volume of loans was $303,928,000, earning a yield of
9.67%.
Interest expense on interest-bearing deposits for the six months ended
June 30, 1999 totaled $7,851,000, indicating an average cost for deposits equal
to 3.97%. For the same period 1998, interest expense on deposits totaled
$8,045,000, indicating an average cost equal to 4.55%. The average balances of
interest-bearing deposits for the six months ended June 30, 1999 and 1998 were
$395,805,000 and $353,683,000 respectively.
The resulting net interest income of the Company for six months ended June
30, 1999 totaled $12,312,000. This represents an increase of $1,586,000 over net
interest income for the same period 1998 of $10,726,000.
9
<PAGE>
Provision for loan losses for the six months ended June 30, 1998 totaled
$1,580,000 as compared to $947,000 for the same period in 1998. The growth in
loans is the primary reason for this significant increase in provision for loan
losses between the two periods being compared. 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 six months ended June 30, 1999, non-interest income totaled
$3,470,000 as compared to $2,846,000 for the same period 1998. This $642,000
increase in non-interest income is attributed to an expansion of the Company's
fee structure and marketing efforts, as well as having attracted new customer
accounts.
Non-interest expense for the six months ended June 30, 1999 totaled
$10,724,000as compared to $8,805,000 for the same period of 1998. The $1,919,000
increase is primarily due to the expenses required to operate the added
facilities and compensate the additional personnel resulting from the two
acquisitions during 1998.
For the six months ended June 30, 1999, income before taxes totaled
$3,640,000 compared to $3,857,000 for the same period in 1998. The income tax
provision for six months ended June 30, 1999 totaled $1,208,000, whereas for the
same period in 1998 it totaled $1,235,000. The resulting net income at June 30,
1999 for the six months then ended totaled $2,432,000 compared to $2,622,000 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 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 has been set up 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 is educating and assisting 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 maintained 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 will be trained and each functional
piece of the plan tested before the end of September 1999.
As of July 31, 1999 Year 2000 compliance costs have not been material,
totaling approximately $35,000. The Company currently anticipates that its Year
2000 expenditures will total approximately $350,000.
10
<PAGE>
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.
IMPACT OF NEW ACCOUNTING STANDARDS
See Notes to the Unaudited Condensed Consolidated Financial Statements.
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
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.
11
<PAGE>
ITEM. 4 Submission of Matters to a Vote of Security Holders
On April 13, 1999, the Company held its Annual Meeting of Shareholders at
which the following matters were considered and voted on:
Proposal I - Election of Directors
<TABLE>
<CAPTION>
NOMINEES FOR WITHHELD
- -------- --- -------
<S> <C> <C>
John Crear 4,667,105 2,985
Clyde B. Cox, Jr. 4,667,105 2,985
Arnold B. Dopson 4,667,105 2,985
Harry W. Gamble, Jr. 4,667,025 3,065
Ted M. Henry 4,667,105 2,985
Elam P. Holley, Jr. 4,667,105 2,985
Edith Morthland Jones 4,667,105 2,985
A. D. Lovelady 4,667,105 2,985
Richard P. Morthland 4,667,105 2,985
Thomas E. Newton 4,667,025 3,065
Walter Owens 4,667,025 3,065
David Y. Pearce 4,667,105 2,985
C. Ernest Smith 4,667,105 2,985
Julius E. Talton, Jr. 4,667,105 2,985
Daniel P. Wilbanks 4,667,105 2,985
</TABLE>
There were no abstentions or broker non-votes.
Proposal II - Adoption of the 1999 Stock Option Plan
For 4,108,028
Against 180,034
Abstain 382,028
There were no broker non-votes.
12
<PAGE>
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: August 13, 1999 /s/ Richard P. Morthland
-----------------------------------------
Richard P. Morthland
Chairman and Chief Executive Officer
Date: August 13, 1999 /s/ Andrew C. Bearden
-----------------------------------------
Andrew C. Bearden
Executive Vice President and
Chief Financial Officer
Date: August 13, 1999 /s/ Virginia L. Sellers
-----------------------------------------
Virginia L. Sellers
Vice President and Treasurer
(Principal Accounting Officer)
<TABLE> <S> <C>
<PAGE>
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<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
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0
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