UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transaction period from _______________ to_____________________
Commission file number 0-10669
CB&T, Inc.
(Exact name of registrant as specified in its charter)
Tennessee 62-1121054
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
101 East Main Street, McMinnville, Tennessee
(Address of principal executive offices)
(Zip Code)
37110
(Registrant's telephone number, including area code)
(615) 473-2148
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of March 31, 1996 269,667 shares.
This filing contains 13 pages.
<PAGE> 1
C B & T, INC. AND WHOLLY-OWNED SUBSIDIARY
INDEX
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements................................. 3
Consolidated Balance Sheets for the periods ended
March 31, 1996 and December 31, 1995
(Unaudited).......................................... 4
Consolidated Statements of Income for the three
(3) month period and year-to-date ended
March 31, 1996 and 1995, respectively
(Unaudited).......................................... 5
Consolidated Statements of Cash Flows for
the year-to-date ended March 31, 1996
and 1995, respectively
(Unaudited) ......................................... 6
Management's Statement............................... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................. 8
PART II. OTHER INFORMATION......................................... 12
Signatures........................................... 13
<PAGE> 2
C B & T, INC. AND WHOLLY-OWNED SUBSIDIARY
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
<PAGE> 3
C B & T, INC. AND WHOLLY-OWNED SUBSIDIARY
McMinnville, Tennessee 37110
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
1996 1995
(Dollars in Thousands)
ASSETS
Cash and due from banks $7,666 $8,596
Federal funds sold 7,425 4,700
Investment securities (amortized cost
$93,606 and $96,172, respectively) 94,688 97,643
Loans, net of unearned
income and allowance for
possible loan losses.................. 136,342 136,539
Interest receivable 3,169 3,061
Bank premises and equipment,
less allowances for depreciation 2,127 2,131
Other assets 3,609 3,212
TOTAL ASSETS $255,026 $255,882
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest bearing $27,136 $28,174
Interest-bearing deposits (other than time) 72,251 70,793
Time deposits less than $100M 26,648 87,003
Time deposits of $100M or more 87,391 27,287
TOTAL DEPOSITS $ 213,426 $ 213,257
Accounts payable and accrued liabilities 2,961 2,678
FHLB borrowings 6,664 9,226
Federal funds purchased/repurchase agreements 1,578
TOTAL LIABILITIES $224,629 $ 225,161
SHAREHOLDERS' EQUITY:
Common Stock of 2.50 par value:
Authorized 1,000,000 shrs, issued
331,814 shrs including 62,147
Treasury shrs in
Mar. `96 and Dec. `95 $ 830 830
Surplus................................. 5,000 5,000
Retained earnings 28,732 28,815
Less cost of treasury shares (4,836) (4,836)
Net unrealized gains (losses) on
available for sale securities, net of tax 671 912
TOTAL SHAREHOLDERS' EQUITY $30,397 $30,721
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $255,026 $255,882
======= =======
<PAGE> 4
C B & T, INC. AND WHOLLY-OWNED SUBSIDIARY
McMinnville, Tennessee 37110
CONSOLIDATED STATEMENTS OF INCOME
Fiscal Year-to-date
Three Months Ended Three Months Ended
March 31 March 31
1996 1995 1996 1995
INTEREST INCOME:
Interest and fees on loans $3,379 $3,048 $3,379 $3,048
Interest on investment securities:
Taxable income 1,163 1,296 1,163 1,296
Tax-exempt income 308 315 308 315
Other interest income 79 8 79 8
TOTAL INTEREST INCOME 4,929 $4,667 $4,929 $4,667
INTEREST EXPENSE:
Interest on deposits other than time $ 502 $ 590 $ 502 $ 590
Time deposits less than $100M 1,196 985 1,196 985
Time deposits of $100M or more 388 324 388 324
Interest on FHLB borrowings 114 120 114 120
Interest on federal funds
purchased/ repurchased agreements 5 54 5 54
TOTAL INTEREST EXPENSE $2,205 $2,073 $2,205 $2,073
TOTAL NET INTEREST INCOME $2,724 $2,594 $2,724 $2,594
PROVISION FOR POSSIBLE LOAN LOSSES ( 93) ( 90) ( 93) ( 90)
NET INTEREST INCOME AFTER
PROVISION FOR POSSIBLE LOAN LOSSES $2,631 $2,504 $ 2,631 $2,504
OTHER INCOME:
Service charges on deposit accounts $ 281 $ 238 $ 281 $ 238
Other service charges, commissions and fees 63 64 63 64
Net realized gains (losses) on investment
securities ( 11) ( 11)
Other income 66 131 66 131
TOTAL OTHER INCOME $ 410 $ 422 $ 410 $ 422
OTHER EXPENSES:
Salaries and employee benefits $ 786 $ 757 $ 786 $ 757
Net occupancy expense 71 66 71 66
Furniture and equipment expense 183 183 183 183
FDIC Assessment 1 118 1 118
Other 361 355 361 355
TOTAL OTHER EXPENSES $1,402 $1,479 $1,402 $1,479
INCOME BEFORE INCOME TAXES $1,639 $1,447 $1,639 $1,447
Income taxes ( 519) ( 459) ( 519) ( 459)
NET INCOME $1,120 $ 988 $1,120 $ 988
===== ===== ===== =====
Common shares outstanding ended March 31 269,667 272,002 269,667 272,002
Net income per share of common stock $4.15 $3.63 $4.15 $ 3.63
Dividends per share of common stock $4.46 $2.75 $4.46 $ 2.75
<PAGE> 5
C B & T, INC. AND WHOLLY-SUBSIDIARY
MCMINNVILLE, TENNESSEE 37110
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Period Ended
March 31
1996 1995
(Dollars in thousands)
Operating activities:
Net income $1,120 $ 988
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for possible loan losses 93 90
Provision for depreciation and amortization 116 116
Decrease (increase) in interest receivable ( 108) 14
Decrease (increase) in other assets (401) 203
Increase (decrease) in other liabilities 283 170
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 1,103 $1,581
Investing activities:
Purchases of investment securities $ ( 4,572) $ ( 4,369)
Proceeds from sales of investment securities 15,135
Proceeds from maturities, calls and
principal collections of investment securities 7,138 1,687
Net decrease (increase) in unrealized
gains on investment securities 389 (1,127)
Net decrease (increase) in loans 104 (2,965)
Purchase of premises and equipment (108) ( 94)
NET CASH USED BY INVESTING ACTIVITIES $ 2,951 $ 8,267
Financing activities:
Net increase (decrease) in noninterest-bearing and
interest-bearing deposits $ 169 $ (9,266)
Net increase (decrease) in federal funds purchased/
repurchase agreements 1,578 (5,700)
Cash dividends (1,203) ( 750)
Purchase of Treasury Stock ( 47)
Net increase (decrease) in FHLB borrowings (2,562) 3,854
Increase (decrease) in after-tax unrealized
gains on securities ( 241) 700
NET CASH PROVIDED BY FINANCING ACTIVITIES $ (2,259) $(11,209)
DECREASE IN CASH AND CASH EQUIVALENTS $ 1,795 $ (1,361)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 13,296 9,434
CASH AND CASH EQUIVALENTS AT END OF QUARTER $ 15,091 $ 8,073
===== ======
<PAGE> 6
The unaudited consolidated financial statements have been
prepared on a consistent basis and in accordance with the
instructions to Form 10-Q and 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 necessary for a fair
presentation have been included. These adjustments were normal
reoccurring adjustments. For further information, refer to the
consolidated financial statements and footnotes included in the
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1995.
<PAGE> 7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
At March 31, 1996, average total assets were $253.4 million
compared to $244.1 million at March 31, 1995 and $248.3 million
at December 31, 1995. Average earning assets at three months
ended March 31, 1996 totaled $237.3 million as compared to $228.8
million ended March 31, 1995 and $233.1 million at December 31,
1995, respectively. The following discussion examines the
significant factors relative to changes in the Corporation's
balance sheets.
SECURITIES
The investment portfolio is comprised of U.S. Treasury and other
U.S. Government agency-backed securities, collateralized mortgage-
backed securities, tax-exempt obligations of states and political
subdivisions and certain other investments. The quality of
obligations of states and political subdivisions will be A, AA,
or AAA, the majority of which will be AA or AAA, as rated by a
nationally recognized service. As a matter of policy, in support
of the local service area, certain unrated bonds of local
municipalities may be purchased provided they are of reasonable
credit risk.
On November 15, 1995, the Financial Accounting Standards Board
issued a guide for the implementation of SFAS 115 which allows a
bank to reassess the appropriateness of the classification of all
securities held at November 15, 1995 and until December 31, 1995,
and account for any resulting changes in classifications as a
transfer. Changes in classification from the held-to-maturity
category that result from this one-time reassessment will not
call into question the intent of a bank to hold other debt
securities to maturity in the future. As a result of this one-
time reassessment, on November 30, 1995, the Bank transferred
securities with a book value of aproximately $42.8 million and
related unrealized gains and losses of approximately $0.8 million
and $0.2 million, respectively (net unrealized gain of
approximately $0.6 million), from held-to-maturity to available-
for-sale.
As of December 31, 1995, all investment securities were
classified as available-for-sale. Management classified all
securities as available-for-sale so that securities may be sold
prior to their maturity for purposes of bank asset allocations,
rate sensitivity or liquidity and, hence, tend to be more liquid.
The Corporation's average debt securities portfolio at March 31,
1996 was $94.3 million which was a decrease from average
investments of $102.5 million at March 31, 1995 and $96.2 million
at December 31, 1995. The substantial reduction of total debt
securities beginning in 1994 and continuing into 1995 was the
result of the need to fund the expanding loan growth and to make
available the funds necessary to meet customer deposit
withdrawals. To avoid the expense of additional funds
borrowings, it was Management's decision to supply these needed
funds through the sales of securities and simultaneously reduce a
portion of the existing borrowings from Federal Home Loan Bank.
Management determined that realized net losses from the
securities sales would ultimately be offset the reduced interest
expense of borrowed funds coupled with the higher yield earned in
loan growth and that such sales would not negatively impact
future net interest income in subsequent years. The liquidity
portion of the current portfolio, fixed rate debt securities
maturing in the year or less, totaled $20.0 million or 21.1% of
total debt securities and is an integral part of asset/liability
management. In addition, floating rate securities with a
repricing frequency of one year or less totaled $15.2 or 16.1% of
total debt securities. At March 31, 1995, fixed rate securities
maturing in one year or less totaled $5.4 million and floating
rate debt securities with a repricing frequency of one year or
less totaled $16.1 million. The liquidity portion of the debt
securities portfolio increased significantly in 1996 over 1995
and available funds reinvested within the portfolio are currently
being placed in securities yielding higher than those securities
sold in 1994 and early 1995.
<PAGE> 8
LOANS
The Corporation's average loan portfolio totaled $137.1 million
at March 31, 1996 which was a substantial increase over the
corresponding period in 1995 with average loans of $125.8 million
and $131.8 million at March 31, 1995 and December 31, 1995,
respectively. Average loan growth reflected an increase of $11.3
million or 9.0% over March 31, 1995 and $5.3 million or 4.0 %
over December 31, 1995. The increase in the loan portfolio was
attributed primarily to the substantial growth in real estate
mortgage leading which increased $4.3 million or 5.0% over the
period ended March 31, 1995 and $1.2 or 1.3% over December, 1995.
There was no commercial paper included in the loan portfolio at
the end of the current reporting period.
Upon adoption of the Statement of Financial Accounting Standards
Nos. 114 and 118 "Accounting By Creditors for Impairment of a
Loan" and "Accounting By Creditors for Impairment of a Loan -
Income Recognition and Disclosures", the Corporation's Management
defines an impaired loan as one for which it is likely the
subsidiary will not collect its principal and interest in
accordance with the contracted schedule. Since SFAS 114 states
that the classifying of loans as impaired need not be applied
individually to "large groups of smaller balance homogeneous
loans", Management has taken the position that SFAS 114 does not
apply to the Corporation's consumer loan portfolio or residential
mortgage loans which are collectively evaluated for impairment.
Management may, however, choose to apply the Statement to certain
specific larger mortgage loans. As a matter of the Corporation's
policy, there is no difference between impaired loans and
nonaccruing loans with the exception of those loans which will be
evaluated collectively.
A loan is placed on nonaccrual status when interest or principal
has not been paid for 90 days. Exceptions to this policy are
those loans that are in the process of collection and are well
secured. A well-secured loan is secured by collateral with
sufficient market value to repay principal and all accrued
interest. When evaluating a loan, the loan officer first
considers the following factors: ability to pay, financial
condition of the borrower, management, collateral and guarantors,
structure, industry and economics. These factors having been
weighed, the loan is then assigned to one of the following
ratings: A-Excellent, B-Good, C-Fair, D-Watch (Substandard), E-
Doubtful (Impaired). Losses on impaired loans are recognized in
a timely manner, as soon as there is a reasonable probability of
loss and the amount of loss can be calculated, that loss will be
recognized.
At March 31, 1996, the recorded investment in loans that were
considered to be impaired under SFAS 114 was $99,684, all of
which were on a nonaccrual basis. The related allowance for
possible loan losses for the impaired loans was $15. The average
recorded investment in impaired loans during the three months
ended March 31, 1996 was approximately $33,699. Impairment was
measured using a present value calculation. The Corporation does
not recognize interest income on impaired loans and the entire
change in the net carrying amount is reported as an adjustment to
provision for possible loan losses, but in no event are changes
in the net present value used to justify having a loan booked at
a value that exceeds its recorded investment value.
The Corporation maintains sound credit polices through its loan
review committee and various loan committees by evaluating loan
and credit quality, reviewing identified problem loans and
continually monitoring their status and implementing immediate
procedures to minimize any potential negative impact on the
Corporation's operations. The following represent risk factors
categorically in the loan portfolio at March 31, 1996 (in
thousands): Loans accounted for on a nonaccrual basis - $104,
Loans past-due ninety days or more as to interest or principal
payments - $880, There were no trouble debt restructuring loans,
Impaired loans - $100. At December 31, 1995, these risks factors
were: Nonaccruing loans - $18; Loans past due ninety days or
more - $1,006, There were no trouble debt restructuring loans,
Impaired loans - $398.
<PAGE> 9
Any loans classified for regulatory purposes do not represent or
result from trends or uncertainties which management reasonably
expects will materially affect operating results, liquidity or
capital resources nor is management aware of any known trends,
events, or uncertainties that will have or that are likely to
have material effect on the Corporation's liquidity, capital
resources or operations.
OTHER EARNING ASSETS
At reporting period ended March 31, 1996, average federal funds
sold totaled $5.9 million compared to $.4 million and $5.1, which
equates to $5.5 million and $.8 million over March, 1995 and
December, 1995, respectively.
DEPOSITS
Average deposits of the Corporation for the first three months of
1996 were $213.2 million compared to $203.4 million and $206.7
million for the first three months of 1995 and the year ended
December, 1995, respectively. Short and medium terms rate
increases caused depositors to move deposits from money market
deposits accounts and savings to longer term certificates of
deposit which resulted in an average decrease in these accounts
of $1.8 million or 3.6% from March 31, 1995, and $.3 million
.6% from December 31, 1995. Certificates of deposit of less than
$100 thousand increased $8.7 million or 11.0% and $5.2 million or
6.3% over quarters ended March and December, 1995, respectively.
Certificate of deposit of $100 thousand more increased over March
31, 1995 by $2.6 million or 10.6% and $3.4 million or 14.5% over
December 31, 1995.
CAPITAL
The capital growth rate, exclusive of unrealized net gains or
losses on securities, increased $2,280 thousand or 8.3% at March
31, 1996 over March 31, 1995 and decreased $83 thousand or .3%
from December 31, 1995. For the three months ending March, 1996,
the Corporation had an equity capital to assets ratio of 11.6%
compared to 11.1% and 11.6% at March 31, 1995 and December 1995,
respectively. Regulatory risk-adjusted capital adequacy
standards were revised in 1993. Under risk-adjusted capital
requirements, total capital consists of Tier 1 capital which is
essentially Common Shareholders' equity less tangible assets, and
Tier 2 capital which consist of certain types of preferred stock,
subordinated debt, and allowance for possible loan losses not to
exceed 1.25% of risk-adjusted assets. The capital ratio is then
computed by dividing the sum of Tier 1 and Tier 2 capital by the
total of risk-adjusted assets including converted off-balance-
sheet risks. The minimum requirement for Tier 1 capital is 4%
and total capital (Tier 1 plus Tier 2) is 8%. The Corporation's
Tier 1 capital ratio was 21.1% and total capital was 22.4% at
March 31, 1996 compared to 21.6% and 22.9% at March 31, 1995 and
21.0% and 22.3% at December 31, 1995. At the close of the first
three months of 1996, additional dividends of approximately $28
million could have been declared by the subsidiary without prior
approval from the regulatory agency, however, the net regulatory
authorities which, if implemented, would have a material effect
of liquidity, capital resources or operations.
MATERIAL CHANGES IN RESULTS OF OPERATION
Interest from investment securities decreased during the current
1996 quarter by $140 thousand or 8.7% from the corresponding 1995
quarter. This decrease in investment income is attributable to
the substantial reduction in the volume of the investment
portfolio.
In the first quarter ended March 31, 1996, there were no net
realized gains or losses on the sales of securities and $11
thousand net realized losses in the corresponding quarter in
1995. At March 31, 1996 net unrealized gains in securities
totaled $1 million and categorically were; Treasuries - $.2
million, Agencies - $.1 million and Municipals -$.7 million. In
1995, net unrealized gains totaled $.1 million and categorically
were; Treasuries - $.2 million, Agencies - $ (.3) million and
Municipals - $.2 million at the end of the first quarter.
<PAGE> 10
The Corporation's interest from loans for the quarter ended March
31, 1996, increased $331 thousand or 10.9% over the corresponding
quarter in 1995. This increase in loan interest income is
primarily a result of the substantial increase in the volume of
loans outstanding and a rising average yield in the loan
portfolio.
Interest on federal funds sold increased $71 thousand or 887.5%
in the first quarter of 1996 over the corresponding period in
1995.
Due to slightly rising interest rates on deposit accounts and a
shift in deposit accounts to higher yielding certificates of
deposit, interest expense on interest-bearing deposits increased
over the corresponding 1995 quarter by $187 thousand or 9.9%.
Interest expense for the 1996 reporting period on certificates of
deposits of less than $100 thousand increased by $211 thousand or
21.4% for the first quarter and interest on time certificates of
$100 thousand or more increased by $64 thousand or 19.8%. Total
interest expense on transaction accounts and savings deposits for
the 1996 reporting period decreased from 1995 by $88 thousand or
14.9%. Interest expense on F.H.L.B. borrowings decreased $6
thousand or 5.0% due to the significant reduction in the balance
outstanding to F.H.L.B. during the past year.
Non-interest income (excluding securities transaction) decreased
$23 thousand or 5.3% for the March 31, 1996 quarter from the
corresponding period in 1995. The major portion of the 1996
decrease is due to a prior tax refund received during the first
quarter of 1995 of $75 thousand which was included in other non-
interest income.
For the quarter ended March 31, 1996, non-interest expense
decreased by $77 thousand or 5.2%. This decrease in non-interest
expense for the first quarter 1996 from the corresponding quarter
in 1995 is a result of the substantial reduction in the
assessment for deposit insurance premium beginning the last six
months of 1995 and continuing in 1996.
Year-to-date 1996 provision for possible loan losses reflects a
increase of $3 thousand or 3.3% over the corresponding period in
1995.
The net result of operations after federal income taxes for 1996
is an increase of $132 thousand or 13.4% for the first quarter of
1996 over same period in 1995.
It is the opinion of management that during the current reporting
period of March 1996, the effect of general inflation was
relatively immaterial to the operation of the Corporation and the
results thereof.
<PAGE> 11
C B & T, INC. AND WHOLLY-OWNED SUBSIDIARY
PART II. OTHER INFORMATION
Items 1.-5. None applicable to the reporting period for the three (3)
months ended March 31, 1996.
Item 6. Exhibits and Reports on Form 8-K.
(a) - No exhibits were furnished in accordance with Item
601 of Regulation S-K for three (3) months ended
March 31, 1996.
(b) - No reports on Form 8-K were filed by the Registrant
during the three months ended March 31, 1996.
<PAGE> 12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
C B & T, INC.
By: /s/ Jeffrey A. Golden________________________
Jeffrey A. Golden, Chairman,President
and Chief Executive Officer
Date: May 13, 1996
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated.
/s/ Jeffrey A. Golden_____________________________
Jeffrey A. Golden, Chairman, President
and Chief Executive Officer
(Principal Executive and Financial Officer)
Date: May 13, 1996
/s/ Susan M. Young______________________________
Susan M. Young, Vice President
City Bank & Trust Company
(Principal Financial Reporting Officer)
Date: May 13, 1996
<PAGE> 13
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 7,613
<INT-BEARING-DEPOSITS> 53
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<INVESTMENTS-MARKET> 94,688
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<DEPOSITS> 213,426
<SHORT-TERM> 1,578
<LIABILITIES-OTHER> 2,961
<LONG-TERM> 6,664
0
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<COMMON> 830
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