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 September 30, 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 September 30, 1996 264,604 shares.
This filing contains 13 pages.
Page 1
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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
September 30, 1996 and December 31, 1995
(Unaudited)............................................ 4
Consolidated Statements of Income for the three
(3) month period and year-to-date ended
September 30, 1996 and 1995, respectively
(Unaudited)............................................ 5
Consolidated Statements of Cash Flows for the year-to-
date ended September 30, 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
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C B & T, INC. AND WHOLLY-OWNED SUBSIDIARY
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Page 3
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C B & T, INC. AND WHOLLY-OWNED SUBSIDIARY
McMinnville, Tennessee 37110
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
1996 1995
(Dollars in Thousands)
ASSETS
Cash and due from banks $7,773 8,596
Federal funds sold 1,075 4,700
Investment securities (amortized cost
$98,812 and $96,172, respectively) 99,284 97,643
Loans, net of unearned income and allowance
for possible credit losses 139,498 136,539
Interest receivable 3,147 3,061
Bank premises and equipment, less allowances
for depreciation 2,186 2,131
Other assets 3,608 3,212
TOTAL ASSETS $256,571 255,882
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest bearing $26,959 28,174
Interest-bearing deposits (other than time) 71,605 70,793
Time deposits less than $100M 88,464 87,003
Time deposits of $100M or more 27,790 27,287
TOTAL DEPOSITS $ 214,818 213,257
Accounts payable and accrued liabilities 2,866 2,678
FHLB borrowings 6,363 9,226
Federal funds purchased/repurchase agreements 1,364
TOTAL LIABILITIES $225,411 225,161
SHAREHOLDERS' EQUITY:
Common Stock of 2.50 par value: Authorized
1,000,000 shrs, issued 331,814 shrs including
67,210 and 62,147 Treasury shrs in September
`96 and December `95, respectively $ 830 830
Surplus 5,000 5,000
Retained earnings 30,451 28,815
Less cost of treasury shares (5,413) (4,836)
Net unrealized gains (losses) on available
for sale securities, net of tax 292 912
TOTAL SHAREHOLDERS' EQUITY $31,160 30,721
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $256,571 255,882
====== ======
Page 4
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C B & T, INC. AND WHOLLY-OWNED SUBSIDIARY
McMinnville, Tennessee 37110
CONSOLIDATED STATEMENTS OF INCOME
Fiscal Year-to-date
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
INTEREST INCOME:
Interest and fees on loans $3,420 3,355 10,215 9,643
Interest on investment securities:
Taxable income 1,231 1,190 3,589 3,729
Tax-exempt income 344 283 973 897
Other interest income 54 103 227 228
TOTAL INTEREST INCOME $5,049 4,931 15,004 14,497
INTEREST EXPENSE:
Interest on deposits other than
time $ 531 559 1,550 1,743
Time deposits less than $100M 1,181 1,163 3,542 3,253
Time deposits of $100M or more 385 356 1,152 981
Interest on FHLB borrowings 97 160 308 455
Interest on federal funds
purchased/ repurchase agreements 12 33 54
TOTAL INTEREST EXPENSE $2,206 2,238 6,585 6,486
TOTAL NET INTEREST INCOME $2,843 2,693 8,419 8,011
PROVISION FOR POSSIBLE CREDIT LOSSES (123) ( 99) (301) (260)
NET INTEREST INCOME AFTER
PROVISION FOR POSSIBLE
CREDIT LOSSES $ 2,720 2,594 8,118 7,751
OTHER INCOME:
Service charges on deposit accounts $ 299 282 891 765
Other service charges, commissions
and fees 74 82 238 233
Net realized gains (losses) on
investment securities ( 15) ( 8) ( 12) ( 14)
Other income 157 109 352 393
TOTAL OTHER INCOME $ 515 465 1,469 1,377
OTHER EXPENSES:
Salaries and employee benefits $ 844 798 2,632 2,493
Net occupancy expense 75 74 224 209
Furniture and equipment expense 205 194 582 569
FDIC Assessment 1 (15) 2 221
Other 427 352 1,194 1,083
TOTAL OTHER EXPENSES $ 1,552 1,403 4,634 4,575
INCOME BEFORE INCOME TAXES $ 1,683 1,656 4,953 4,553
Income taxes ( 533) ( 569) (1,564) (1,455)
NET INCOME $ 1,150 1,087 3,389 3,098
===== ===== ===== =====
Common shares outstanding ended
September 30 264,604 270,058 264,604 270,058
Net income per share of common stock $4.35 4.03 12.81 11.47
Dividends per share of common stock 0.00 1.75 6.50 4.50
Page 5
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C B & T, INC. AND WHOLLY-SUBSIDIARY
MCMINNVILLE, TENNESSEE 37110
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Period Ended
September 30
1996 1995
(Dollars in thousands)
Operating activities:
Net income $3,389 3,098
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for possible credit losses 301 260
Provision for depreciation and amortization 243 359
Decrease (increase) in interest receivable ( 86) ( 93)
Decrease (increase) in other assets (396) 410
Increase (decrease) in accounts payable
and accrued liabilities 188 626
NET CASH PROVIDED BY OPERATING ACTIVITIES $3,639 4,660
Investing activities:
Purchases of investment securities $ (41,284) (16,292)
Proceeds from sales of investment securities 11,731 19,591
Proceeds from maturities, calls and
principal collections of investment securities 26,913 13,743
Net decrease (increase) in unrealized gains
on investment securities 999 ( 1,942)
Net decrease (increase) in loans (3,260) ( 9,708)
Purchase of premises and equipment (298) (208)
NET CASH USED BY INVESTING ACTIVITIES $ (5,199) 5,184
Financing activities:
Net increase (decrease) in noninterest-bearing and
interest-bearing deposits $ 1,561 (5,571)
Net increase (decrease) in federal funds purchased/
repurchase agreements 1,364 (5,700)
Cash dividends (1,753) (1,225)
Purchase of Treasury Stock (577) (246)
Net increase (decrease) in FHLB borrowings (2,863) 1,557
Increase (decrease) in after-tax unrealized
gains on securities ( 620) 1,204
NET CASH PROVIDED BY FINANCING ACTIVITIES $ (2,888) (1,981)
DECREASE IN CASH AND CASH EQUIVALENTS $ (4,448) (137)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 13,296 9,434
CASH AND CASH EQUIVALENTS AT END OF QUARTER $ 8,848 9,297
===== ======
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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
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
At September 30, 1996, average total assets were $257.7 million compared to
$247.5 million at September 30, 1995 and $248.3 million at December 31, 1995.
Average earning assets at the period ended September 30, 1996 totaled $240.8
million as compared to $232.3 million at September 30, 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
approximately $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 September 30, 1996
was $97.3 million which was an increase from average investments of $96.7
million at September 30, 1995 and $96.2 million at December 31, 1995. At
September 30, 1996, the liquidity portion of the current portfolio, fixed
rate debt securities maturing in the year or less, totaled $13.8 million or
13.9% 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 $11.1 or 11.2% of total debt
securities. At September 30, 1995, fixed rate securities maturing in one
year or less totaled $12.9 million and floating rate debt securities with
a repricing frequency of one year or less totaled $15.6 million.
LOANS
The Corporation's average loan portfolio totaled $137.8 million at September
30, 1996 which was a substantial increase over the corresponding period in
1995 with average loans of $130.4 million and $131.8 million at September
30, 1995 and December 31, 1995, respectively. Average loan growth reflected
an increase of $7.4 million or 5.7% over September 30, 1995 and $6.0 million or
4.6 % over December 31, 1995. The increase in the loan portfolio was
attributed primarily to the substantial growth in real estate mortgage
leading which increased $6.5 million or 7.3% over the period ended September
30, 1995 and $5.8 million or 6.5% over December, 1995. There was no
commercial paper included in the loan portfolio at the end of the current
reporting period.
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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 September 30, 1996, the recorded investment in loans that were considered
to be impaired under SFAS 114 was $121,190, all of which were on a
nonaccrual basis and the recorded investment was measured based on the
fair value of the collateral. The related allowance for possible credit
losses for the impaired loans at September 30, 1996 was $22,082. The
average recorded investment in impaired loans at September 30, 1996 was
approximately $103,180. 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 credit 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 September 30, 1996 (in thousands):
Loans accounted for on a nonaccrual basis - $122; Loans past-due ninety days
or more as to interest or principal payments - $918; There were no trouble
debt restructuring loans; Impaired loans - $121. 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.
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 the reporting period ended September 30, 1996, average federal funds sold
totaled $5.7 million compared to $5.1 million, which equates to $.6 million
over both September, 1995 and December, 1995, respectively.
Page 9
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DEPOSITS
Average deposits of the Corporation for the period ended September 1996 were
$215.8 million compared to $204.9 million and $206.7 million for the
corresponding period in 1995 and the year ended December, 1995,
respectively. Short and medium term rate increases caused depositors to
take advantage of certificates of deposit rates which resulted in an
average increase in these deposits. Certificates of deposit of less than
$100 thousand increased $6.5 million or 8.0% and $5.5 million or 6.6% over
the periods ended September and December, 1995, respectively. Certificates
of deposit of $100 thousand or more increased over September 30, 1995 by
$3.8 million or 16.7% and $3.2 million or 13.7% over December 31, 1995.
CAPITAL
The capital growth rate, exclusive of unrealized net gains or losses on
securities, increased $1,987 thousand or 6.9% over September 30, 1995 and
$1,059 thousand or 3.6% over December 31, 1995. For the period ended
September, 1996, the Corporation had an equity capital to assets ratio of
11.9% compared to 11.5% and 11.6% at September 30, 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 consists of certain types of
preferred stock, subordinated debt, and allowance for possible credit 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 21.3% and total
capital was 22.6% at September 30, 1996 compared to 20.9% and 22.2% at
September 30, 1995 and 21.0% and 22.3% at December 31, 1995. These ratios
substantially exceed the Federal Reserve Board's capital guidelines for a
"well-capitalized" institution, which are 6% for Tier 1 and 10% for total
capital. It is management's intent to maintain a level of capitalization
that allows the flexibility to take advantage of opportunities that may
arise in the future.
The formation of two nonbank subsidiaries resulted in the July, 1996
business opening of CBT Insurance, Inc. and CBT Realty, Inc. Both
subsidiaries are wholly owned by CB&T, Inc. with an initial investment in
each of $1,000 to purchase one hundred percent (100%) of the stock issued
by each of the newly formed subsidiaries.
The principal activity of CBT Insurance, Inc. is insurance sales.
CBT Realty, Inc. will engage in the holding and disposing of real estate
acquired through foreclosure, however, through September 1996, there has
been no activity in CBT Realty, Inc.
MATERIAL CHANGES IN RESULTS OF OPERATION
Year-to-date 1996, interest from investment securities decreased by $64
thousand or 1.4% from the corresponding 1995 period. This decrease in
investment income is attributable to a designed shortening of the duration
of the portfolio, therefore resulting in a lower average yield than that of
1995.
At year-to-date September 30, 1996, there were net realized gains (losses)
on the sales of securities of $(12) thousand and $(14) thousand in 1996 and
1995, respectively. At September 30, 1996 net unrealized gains in securities
totaled $.5 million and categorically were; Treasuries - $.1 million,
Agencies - $(.1) million and Municipals -$.5 million. For the corresponding
period in 1995, net unrealized gains totaled $.9 million and categorically
were; Treasuries - $.4 million, Agencies - $ .2 million and Municipals - $.3
million.
The Corporation's interest from loans for the period ended September 30,
1996, increased $572 thousand or 5.9% over the same period 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.
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Interest on federal funds sold decreased $1 thousand or .4%
through the third quarter of 1996 from the corresponding period
in 1995.
Due to slightly rising interest rates on deposit accounts and
growth in higher yielding certificates of deposit, interest
expense on interest-bearing deposits increased over the
September, 1995 period by $267 thousand or 4.5%. Interest
expense for the 1996 reporting period on certificates of deposit
of less than $100 thousand increased by $289 thousand or 8.9%
through the third quarter and interest on time certificates of
$100 thousand or more increased by $171 thousand or 17.4%. Total
interest expense on transaction accounts and savings deposits for
the 1996 reporting period decreased from 1995 by $193 thousand or
11.1%. Interest expense on F.H.L.B. borrowings decreased $147
thousand or 32.3% due to the significant reduction in the balance
outstanding to F.H.L.B. during the past year.
Non-interest income (excluding securities transaction) increased
$90 thousand or 6.5% for the year-to-date 1996 over the
corresponding period in 1995. This increase is primarily
attributable to the restructuring of service charges on deposit
accounts.
Through September 30, 1996, non-interest expense increased by $59
thousand or 1.3%. This minor increase in non-interest expense in
1996 over the corresponding period in 1995 is primarily a result
of the rising costs of salaries and employee benefits due to
additional employees required to adequately manage growth in the
volume of assets and liabilities.
Year-to-date 1996, provision for possible credit losses reflects
a increase of $41 thousand or 15.8% over the corresponding period
in 1995.
The net result of operations after federal income taxes for 1996
is an increase of $291 thousand or 9.4% over same year-to-date
period in 1995.
It is the opinion of management that during the current reporting
period of September 1996, the effect of general inflation was
relatively immaterial to the operation of the Corporation and the
results thereof.
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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 September 30, 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 September 30, 1996.
(b) - No reports on Form 8-K were filed by the Registrant during
the three months ended September 30, 1996.
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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: November 14, 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: November 14, 1996
/s/ Susan M. Young
______________________________
Susan M. Young, Vice President
City Bank & Trust Company
(Principal Financial Reporting Officer)
Date: November 14, 1996
Page 13
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[ARTICLE] 9
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] 9-MOS
[FISCAL-YEAR-END] DEC-31-1996
[PERIOD-START] JAN-01-1996
[PERIOD-END] SEP-30-1996
[CASH] 7,718
[INT-BEARING-DEPOSITS] 55
[FED-FUNDS-SOLD] 1,075
[TRADING-ASSETS] 0
[INVESTMENTS-HELD-FOR-SALE] 0
[INVESTMENTS-CARRYING] 98,812
[INVESTMENTS-MARKET] 99,284
[LOANS] 141,421
[ALLOWANCE] (1,923)
[TOTAL-ASSETS] 256,571
[DEPOSITS] 214,818
[SHORT-TERM] 1,364
[LIABILITIES-OTHER] 2,866
[LONG-TERM] 6,363
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 830
[OTHER-SE] 30,330
[TOTAL-LIABILITIES-AND-EQUITY] 256,571
[INTEREST-LOAN] 10,215
[INTEREST-INVEST] 4,562
[INTEREST-OTHER] 227
[INTEREST-TOTAL] 15,004
[INTEREST-DEPOSIT] 6,244
[INTEREST-EXPENSE] 6,585
[INTEREST-INCOME-NET] 8,419
[LOAN-LOSSES] 301
[SECURITIES-GAINS] (12)
[EXPENSE-OTHER] 4,634
[INCOME-PRETAX] 4,953
[INCOME-PRE-EXTRAORDINARY] 4,953
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 3,389
[EPS-PRIMARY] 12.81
[EPS-DILUTED] 12.81
[YIELD-ACTUAL] 8.33
[LOANS-NON] 122
[LOANS-PAST] 918
[LOANS-TROUBLED] 0
[LOANS-PROBLEM] 121
[ALLOWANCE-OPEN] 1,864
[CHARGE-OFFS] 292
[RECOVERIES] 50
[ALLOWANCE-CLOSE] 1,923
[ALLOWANCE-DOMESTIC] 0
[ALLOWANCE-FOREIGN] 0
[ALLOWANCE-UNALLOCATED] 0
</TABLE>
