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 June 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 June 30, 1996 269,654 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
June 30, 1996 and December 31, 1995
(Unaudited) 4
Consolidated Statements of Income for the three
(3) month period and year-to-date ended
June 30, 1996 and 1995, respectively
(Unaudited) 5
Consolidated Statements of Cash Flows for the
year-to-date ended June 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
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
June 30, December 31,
1996 1995
(Dollars in Thousands)
ASSETS
Cash and due from banks $7,597 8,596
Federal funds sold 4,950 4,700
Investment securities (amortized cost
$101,148 and $96,172, respectively) 101,424 97,643
Loans, net of unearned income and allowance
for possible credit losses 136,977 136,539
Interest receivable 3,192 3,061
Bank premises and equipment,
less allowances for depreciation 2,094 2,131
Other assets 3,875 3,212
TOTAL ASSETS $260,109 255,882
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest bearing $ 29,933 28,174
Interest-bearing deposits (other than time) 73,964 70,793
Time deposits less than $100M 88,357 87,003
Time deposits of $100M or more 26,548 27,287
TOTAL DEPOSITS $ 218,802 213,257
Accounts payable and accrued liabilities 3,207 2,678
FHLB borrowings 6,513 9,226
Federal funds purchased/repurchase agreements 1,123
TOTAL LIABILITIES $ 229,645 225,161
SHAREHOLDERS' EQUITY:
Common Stock of 2.50 par value: Authorized
1,000,000 shrs,issued 331,814 shrs including
62,160 and 62,147 Treasury shrs in June `96
and Dec. `95, respectively $ 830 830
Surplus 5,000 5,000
Retained earnings 29,301 28,815
Less cost of treasury shares (4,838) (4,836)
Net unrealized gains (losses) on available for
sale securities,net of tax 171 912
TOTAL SHAREHOLDERS' EQUITY $ 30,464 30,721
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 260,109 255,882
====== ======
<PAGE> 4
C B & T, INC. AND WHOLLY-OWNED SUBSIDIARY
McMinnville, Tennessee 37110
CONSOLIDATED STATEMENTS OF INCOME
Fiscal Year-to-date
Three Months Ended Six Months Ended
June 30 June 30
1996 1995 1996 1995
INTEREST INCOME:
Interest and fees on loans $ 3,416 3,240 6,795 6,288
Interest on investment securities:
Taxable income 1,195 1,243 2,358 2,539
Tax-exempt income 321 298 629 613
Other interest income 94 118 173 126
TOTAL INTEREST INCOME $ 5,026 4,899 9,955 9,566
INTEREST EXPENSE:
Interest on deposits other
than time $ 517 594 1,019 1,184
Time deposits less than $100M 1,165 1,105 2,361 2,090
Time deposits of $100M or more 379 301 767 625
Interest on FHLB borrowings 97 175 211 295
Interest on federal funds
purchased/ repurchased agreements 16 21 54
TOTAL INTEREST EXPENSE $ 2,174 2,175 4,379 4,248
TOTAL NET INTEREST INCOME $ 2,852 2,724 5,576 5,318
PROVISION FOR POSSIBLE CREDIT LOSSES ( 85) ( 71) ( 178) ( 161)
NET INTEREST INCOME AFTER
PROVISION FOR POSSIBLE CREDIT LOSSE $ 2,767 2,653 5,398 5,157
OTHER INCOME:
Service charges on
deposit accounts $ 311 245 592 483
Other service charges,
commissions and fees 101 87 164 151
Net realized gains (losses)
on investment securities 3 5 3 ( 6)
Other income 129 153 195 284
TOTAL OTHER INCOME $ 544 490 954 912
OTHER EXPENSES:
Salaries and employee benefits $ 1,002 938 1,788 1,695
Net occupancy expense 78 69 149 135
Furniture and equipment expense 194 192 377 375
FDIC Assessment 118 1 236
Other 406 376 767 731
TOTAL OTHER EXPENSES $ 1,680 1,693 3,082 3,172
INCOME BEFORE INCOME TAXES $ 1,631 1,450 3,270 2,897
Income taxes ( 512) ( 427) ( 1,031) ( 886)
NET INCOME $ 1,119 1,023 2,239 2,011
===== ===== ===== =====
Common shares outstanding ended
June 30 269,654 271,545 269,654 271,545
Net income per share of
common stock $ 4.15 3.77 8.30 7.41
Dividends per share of common stock$ 2.04 0.00 6.50 2.75
<PAGE> 5
C B & T, INC. AND WHOLLY-SUBSIDIARY
MCMINNVILLE, TENNESSEE 37110
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Period Ended
June 30
1996 1995
(Dollars in thousands)
Operating activities:
Net income $ 2,239 2,011
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for possible credit losses 178 161
Provision for depreciation and amortization 241 238
Decrease (increase) in interest receivable ( 131) 96
Decrease (increase) in other assets ( 673) 507
Increase (decrease) in other liabilities 529 283
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 2,383 3,296
Investing activities:
Purchases of investment securities $ (23,253) ( 6,296)
Proceeds from sales of investment securities 1,504 19,084
Proceeds from maturities, calls and principal
collections of investment securities 16,773 7,942
Net decrease (increase) in unrealized gains on
investment securities 1,195 ( 1,862)
Net decrease (increase) in loans ( 616) ( 7,502)
Purchase of premises and equipment ( 194) ( 172)
NET CASH USED BY INVESTING ACTIVITIES $ (4,591) 11,194
Financing activities:
Net increase (decrease) in noninterest-bearing
and interest-bearing deposits $ 5,545 ( 4,260)
Net increase (decrease) in federal funds purchased/
repurchase agreements 1,123 ( 5,700)
Cash dividends (1,753) ( 750)
Purchase of Treasury Stock ( 2) ( 93)
Net increase (decrease) in FHLB borrowings (2,713) 3,707
Increase (decrease) in after-tax unrealized
gains on securities ( 741) 1,154
NET CASH PROVIDED BY FINANCING ACTIVITIES $ 1,459 ( 5,942)
DECREASE IN CASH AND CASH EQUIVALENTS $ ( 749) 8,548
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 13,296 9,434
CASH AND CASH EQUIVALENTS AT END OF QUARTER $ 12,547 17,982
===== ======
<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 June 30, 1996, average total assets were $256.4 million
compared to $246.1 million at June 30, 1995 and $248.3 million at
December 31, 1995. Average earning assets at the period ended
June 30, 1996 totaled $240.3 million as compared to $232.0
million at June 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 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 June 30,
1996 was $95.6 million which was a decrease from average
investments of $99.7 million at June 30, 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. At June 30,
1996, the liquidity portion of the current portfolio, fixed rate
debt securities maturing in the year or less, totaled $18.5
million or 18.2% 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 15% of total debt securities. At June 30, 1995, fixed
rate securities maturing in one year or less totaled $9.3 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 $138.1 million
at June 30, 1996 which was a substantial increase over the
corresponding period in 1995 with average loans of $128.0 million
and $131.8 million at June 30, 1995 and December 31, 1995,
respectively. Average loan growth reflected an increase of $10.1
million or 7.9% over June 30, 1995 and $6.3 million or 4.8 % over
December 31, 1995. The increase in the loan portfolio was
attributed primarily to the substantial growth in real estate
mortgage leading which increased $7.5 million or 8.6% over the
period ended June 30, 1995 and $5.2 million or 5.8% 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 June 30, 1996, the recorded investment in loans that were
considered to be impaired under SFAS 114 was $289,711, 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 was
$0. The average recorded investment in impaired loans at June
30, 1996 was approximately $98,363. 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 June 30, 1996 (in
thousands): Loans accounted for on a nonaccrual basis - $272;
Loans past-due ninety days or more as to interest or principal
payments - $1,065; There were no trouble debt restructuring
loans; Impaired loans - $290. 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 the reporting period ended June 30, 1996, average federal
funds sold totaled $6.5 million compared to $4.2 million and
$5.1, which equates to $2.3 million and $1.4 million over June,
1995 and December, 1995, respectively.
DEPOSITS
Average deposits of the Corporation for the period ended June
1996 were $215.7 million compared to $204.8 million and $206.7
million for the corresponding period in 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 $.3 million or .7% from June 30, 1995, however, these
deposits remained stable from December, 1995 through June, 1996.
Certificates of deposit of less than $100 thousand increased $7.6
million or 9.5% and $5.4 million or 6.5% over the periods ended
June and December, 1995, respectively. Certificates of deposit
of $100 thousand or more increased over June 30, 1995 by $4.1
million or 18.1% 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 $1,871 thousand or 6.6% over June
30, 1995 and $484 thousand or 1.6% over December 31, 1995. For
the period ended June, 1996, the Corporation had an equity
capital to assets ratio of 11.6% compared to 11.2% and 11.6% at
June 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 21.5% and total capital was 22.8% at June 30, 1996
compared to 21.2% and 22.5% at June 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.
MATERIAL CHANGES IN RESULTS OF OPERATION
Interest from investment securities decreased during the current
1996 quarter by $25 thousand or 1.6% from the corresponding 1995
quarter. This decrease in investment income is attributable to
the substantial reduction in the volume of the investment
portfolio.
At year-to-date June 30, there were net realized gains (losses)
on the sales of securities of $3 thousand and $(6) thousand in
1996 and 1995, respectively. At June 30, 1996 net unrealized
gains in securities totaled $.3 million and categorically were;
Treasuries - $.1 million, Agencies - $(.2) million and Municipals
- -$.4 million. For the corresponding period in 1995, net
unrealized gains totaled $1.1 million and categorically were;
Treasuries - $.4 million, Agencies - $ (.1) million and
Municipals - $.8 million.
<PAGE> 10
The Corporation's interest from loans for the quarter ended June
30, 1996, increased $176 thousand or 5.4% over the same 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 decreased $24 thousand or 20.3% in
the second quarter of 1996 from 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 June, 1995 quarter by $61 thousand or 3.1%. Interest
expense for the 1996 reporting period on certificates of deposit
of less than $100 thousand increased by $60 thousand or 5.4% for
the second quarter and interest on time certificates of $100
thousand or more increased by $78 thousand or 25.9%. Total
interest expense on transaction accounts and savings deposits for
the 1996 reporting period decreased from 1995 by $77 thousand or
13.0%. Interest expense on F.H.L.B. borrowings decreased $78
thousand or 44.6% 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
$56 thousand or 11.6% for the June 30, 1996 quarter over the
corresponding period in 1995. This increase is primarily
attributable to the restructuring of service charges on deposit
accounts.
For the quarter ended June 30, 1996, non-interest expense
decreased by $13 thousand or .8%. This decrease in non-interest
expense for the second 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 credit losses reflects a
increase of $14 thousand or 19.7% over the corresponding period
in 1995.
The net result of operations after federal income taxes for 1996
is an increase of $228 thousand or 11.3% over same year-to-date
period in 1995.
It is the opinion of management that during the current reporting
period of June 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 June 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) monthsended
June 30, 1996.
(b) - No reports on Form 8-K were filed by the Registrant
during the three months ended June 30, 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: August 6, 1996
Pursuant to the requirements of the Securities Exchange Act of1934, this
report has been signed below by the following personson 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: August 6, 1996
/s/ Susan M. Young
Susan M. Young, Vice President
City Bank & Trust Company
(Principal Financial Reporting Officer)
Date: August 6, 1996
<PAGE> 13
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 7,493
<INT-BEARING-DEPOSITS> 104
<FED-FUNDS-SOLD> 4,950
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 101,148
<INVESTMENTS-MARKET> 101,424
<LOANS> 138,889
<ALLOWANCE> (1,912)
<TOTAL-ASSETS> 260,109
<DEPOSITS> 218,802
<SHORT-TERM> 1,123
<LIABILITIES-OTHER> 3,207
<LONG-TERM> 6,513
0
0
<COMMON> 0
<OTHER-SE> 29,634
<TOTAL-LIABILITIES-AND-EQUITY> 260,109
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<INTEREST-TOTAL> 9,955
<INTEREST-DEPOSIT> 4,147
<INTEREST-EXPENSE> 4,379
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<EXPENSE-OTHER> 3,082
<INCOME-PRETAX> 3,270
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<EPS-DILUTED> 8.30
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