28 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 1996 Commission file number 0-16878 CBT CORPORATION (Exact name of registrant as specified in its charter) Kentucky 61-1030727 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 333 Broadway, Paducah, Kentucky 42001 (Address of principal executive offices) Registrant's telephone number, including area code (502) 575-5100 Indicate by check mark whether the registrant (a) 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 _____ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at September 30, 1996 Common Stock, No Par Value 7,856,210 Page 1 This filing contains 27 pages. CBT CORPORATION PART I. FINANCIAL INFORMATION PAGE NO. Item 1. Financial Statements Consolidated Balance Sheets at September 30, 1996, December 31, 1995 and September 30, 1995 3 Consolidated Statements of Income for Three Months and Nine Months Ended September 30, 1996 and September 30, 1995 4 Consolidated Statements of Changes in Shareholders' Equity for Nine Months Ended September 30, 1996 and September 30, 1995 5 Consolidated Statements of Cash Flows for Nine Months Ended September 30, 1996 and September 30, 1995 6 Notes to Consolidated Financial Statements 7 - 12 Item 2. Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations 13 - 23 PART II. OTHER INFORMATION Item 1. through Item 6. 24 SIGNATURE PAGE 25 EXHIBIT INDEX 26 FINANCIAL DATA SCHEDULE 27 CBT CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (unaudited) (audited) (unaudited) ($ in thousands) September 30 December 31 September 30 1996 1995 1995 ASSETS Cash and due from banks $34,888 $33,662 $31,595 Federal funds sold 0 1,000 - Total cash and cash equivalents 34,888 34,662 31,595 Securities to be held to maturity 54,654 46,427 46,250 Securities available for sale (at fair market value) 155,419 158,474 153,786 Loans, net of unearned interest 674,296 644,661 641,670 Allowance for loan losses (8,734) (11,004) (11,299) Loans, net 665,562 633,657 630,371 Premises and equipment, net 18,383 18,872 18,248 Accrued interest receivable 6,417 6,752 6,286 Other 7,367 5,897 6,170 TOTAL ASSETS $942,690 $904,741 $892,706 LIABILITIES Deposits: Non-interest bearing $70,190 $69,628 $69,631 Interest bearing 602,907 604,106 600,242 Total deposits 673,097 673,734 669,873 Borrowings: Federal funds purchased and securities sold under agreements to repurchase 59,538 39,037 39,210 Notes payable - U.S. Treasury 2,010 459 1,952 Revolving lines of credit 5,000 4,000 2,500 Federal Home Loan Bank advances 73,169 61,893 55,899 Term debt 10,046 10,069 10,069 Total borrowings 149,763 115,458 109,630 Accrued interest payable 6,019 4,341 5,131 Other 6,819 6,837 6,644 TOTAL LIABILITIES 835,698 800,370 791,278 SHAREHOLDERS' EQUITY Common stock, no par value, authorized 12,000,000 shares; issued and outstanding 7,856,210 shares at September 30, 1996; 7,907,435 shares at December 31, 1995; and 7,904,935 shares at September 30,1995 4,100 4,100 4,100 Capital surplus 18,252 19,003 18,985 Retained earnings 86,132 80,961 78,488 Unrealized gains (losses) on securities available for sale, net of deferred taxes (1,492) 307 (145) TOTAL SHAREHOLDERS' EQUITY 106,992 104,371 101,428 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $942,690 $904,741 $892,706 CBT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) September 30 September 30 ($ in thousands except per share data) 1996 1995 1996 1995 INTEREST INCOME Loans, including fees: Taxable $16,064 $15,965 $47,292 $45,788 Tax-exempt 34 34 111 128 Securities: Taxable 2,498 2,388 7,543 7,290 Tax-exempt 953 852 2,762 2,635 Other 4 24 30 101 Total interest income 19,553 19,263 57,738 55,942 INTEREST EXPENSE Deposits 7,461 7,580 21,673 21,839 Borrowings 1,804 1,466 5,127 4,277 Total interest expense 9,265 9,046 26,800 26,116 NET INTEREST INCOME 10,288 10,217 30,938 29,826 PROVISION FOR LOAN LOSSES 810 338 1,765 828 NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 9,478 9,879 29,173 28,998 NON-INTEREST INCOME Trust and investment advisory fees 563 378 1,562 1,086 Service charges on deposit accounts 862 913 2,492 2,670 Insurance commissions 334 331 975 955 Net gain (loss) on sale of securities 0 81 34 214 Other 502 299 1,289 1,005 Total non-interest income 2,261 2,002 6,352 5,930 NON-INTEREST EXPENSE Salaries and employee benefits 3,948 3,763 11,826 12,023 Net occupancy 339 325 1,020 863 Depreciation and amortization 548 464 1,656 1,352 Supplies 194 210 650 606 Data processing 390 379 1,176 1,053 FDIC assessments 617 376 731 1,127 Tax on bank shares 303 247 909 838 Other 2,038 2,027 5,573 5,067 Total non-interest expense 8,377 7,791 23,541 22,929 INCOME BEFORE INCOME TAXES 3,362 4,090 11,984 11,999 INCOME TAXES 908 1,183 3,400 3,398 NET INCOME $2,454 $2,907 $8,584 $8,601 NET INCOME PER COMMON SHARE $0.31 $0.37 $1.09 $1.08 CBT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (unaudited) ($ in thousands) Total Shareholders' Equity Balance, December 31, 1995 $104,371 Net income 8,584 Dividends on common stock (2,914) Stock options exercised 79 Purchase of common stock (1,329) Net change in unrealized gains (losses) on securities available for sale (1,799) Balance, September 30, 1996 $106,992 Balance, December 31, 1994 $91,337 Net income 8,601 Dividends on common stock (2,692) Stock options exercised 432 Purchase of common stock (1,491) Net change in unrealized gains (losses) on securities available for sale 5,241 Balance, September 30, 1995 $101,428 CBT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Nine Months Ended ($ in thousands) September 30 1996 1995 OPERATING ACTIVITIES Net income $8,584 $8,601 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 1,765 828 Depreciation 1,491 1,183 Amortization 165 169 Amortization and accretion of securities 32 9 Loss (gain) on sale of fixed assets 13 17 Loss (gain) on sale of securities (34) (214) Changes in assets and liabilities: Accrued interest receivable 335 (218) Other assets (586) (555) Accrued interest payable 1,678 1,250 Other liabilities (18) 1,540 Net cash provided by operating activities 13,425 12,610 INVESTING ACTIVITIES Proceeds from maturities of securities to be held to maturity 1,234 2,953 Proceeds from sales of securities available for sale - 32,182 Proceeds from maturities of securities available for sale 13,481 6,382 Principal collected on mortgage-backed securities, including those classified as available for sale 7,554 5,588 Payment for purchases of securities (30,208) (29,220) Net increase in loans (33,670) (26,723) Proceeds from sale of premises and equipment 30 - Payment for purchase of premises and equipment (1,196) (3,538) Net cash (used in) provided by investing activities (42,775) (12,376) FINANCING ACTIVITIES Net decrease in deposits (637) 296 Net increase (decrease) in short-term borrowings 22,052 (12,555) Net increase in FHLB advances 11,276 20,467 Net cash advanced on revolving lines of credit 1,000 (3,500) Principal payments on term debt (23) - Cash dividends paid (2,842) (2,692) Stock options exercised 79 432 Purchase of common stock (1,329) (1,491) Net cash provided by (used in) financing activities 29,576 957 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 226 1,191 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 34,662 30,404 CASH AND CASH EQUIVALENTS, END OF PERIOD 34,888 $31,595 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for: Interest 10,943 $24,866 Federal income taxes 3,757 $3,013 CBT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) September 30, 1996 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation and Presentation Basis The accompanying unaudited consolidated financial statements of CBT Corporation have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-1 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 financial statements include the accounts of CBT Corporation (the Parent Company) and its wholly-owned subsidiaries: Citizens Bank & Trust Company (Citizens), Pennyrile Citizens Bank & Trust Company, Bank of Marshall County, Graves County Bank and United Commonwealth Bank FSB. Collectively these entities constitute the "Corporation", which provides financial services primarily in western Kentucky and surrounding communities. Fidelity Credit Corporation is a wholly-owned subsidiary of Citizens. All significant inter-company accounts and transactions have been eliminated in consolidation. Operating results for the three month period and nine month period ended September 30, 1996, are not necessarily indicative of the results that may be expected for the year ended December 31, 1996. For further information, refer to the consolidated financial statements and footnotes thereto included in the Corporation's annual report on Form 10-K for the year ended December 31, 1995. Cash and Cash Equivalents For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks and federal funds sold. Allowance for Loan Losses The allowance for loan losses is maintained at a level considered adequate to provide for potential losses based on management's evaluation of the loan portfolio, including the financial strength of guarantors, valuation of collateral, and the likelihood of further collection based upon the borrower's financial condition, as well as on prevailing and anticipated economic conditions. Although management believes it uses the best information available to make determinations with respect to the Corporation's allowances, future adjustments may be necessary if economic or other conditions differ substantially from the economic and other conditions in the assumptions used in making the initial determinations, and such adjustments could be material. Effective January 1, 1995, the Corporation adopted SFAS No. 114, "Accounting by Creditors for Impairment of a Loan" as amended by SFAS No. 118 "Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures." These pronouncements require that impaired loans be measured based upon the present value of expected future cash flows, discounted at the loans' effective interest rate or at the loans' market price or fair value of collateral, if the loan is collateral dependent. When the measure of the impaired loan is less than that recorded investment in the loan, the impairment is recorded through a valuation allowance that is included in the allowance for loan losses. The adoption of these pronouncements did not have a material impact on the Corporation's consolidated financial statements. The Corporation's impaired loans are generally measured on a loan by loan basis. Interest payments received on impaired loans are recorded as interest income unless collection of the loan is doubtful, in which case payments are recorded as a reduction of principal. Premises and Equipment Premises and equipment are stated at cost, less accumulated depreciation. Depreciation of premises and equipment is computed using the straight-line and accelerated methods over the estimated useful lives of the assets, as follows: Years Buildings and improvements 15 - 35 Furniture and fixtures 7 Equipment 5 Repurchase Agreements Certain securities are sold under agreements to repurchase and are treated as financings. The obligation to repurchase such securities is reflected as a liability on the consolidated balance sheets. The dollar amounts of securities underlying the agreements are included in the respective asset accounts. Trust Fees and Assets Revenues from trust services are reported on the cash basis in accordance with customary banking practice. Reporting such revenues on the accrual basis would not materially affect the accompanying consolidated financial statements. Assets held in a fiduciary or agency capacity for customers and beneficiaries are not included in the consolidated financial statements as such items are not assets of the Corporation. Securities to be Held to Maturity and Securities Available for Sale Effective January 1, 1994, the Corporation changed its method of accounting for securities to conform with Statement of Financial Accounting Standards (SFAS) No. 115 "Accounting for Certain Investments in Debt and Equity Securities." Securities to be held to maturity are reported at cost, adjusted for premiums and discounts and consist of securities for which the Corporation has the positive intent and ability to hold to maturity. Available for sale securities are reported at fair value and consist of securities not classified as securities to be held to maturity. Unrealized holding gains and losses, net of deferred taxes, on available for sale securities are reported as a net amount in a separate component of shareholders' equity until realized. Federal Home Loan Bank stock is not considered to be a marketable equity security under SFAS No. 115 and, therefore, is carried at cost. The stock is included in securities available for sale. Amortization of premiums and accretion of discounts are recorded primarily on the interest method. Gains and losses on disposition of investment securities and securities available for sale are computed by the specific identification method. Loans and Interest Income Loans are stated at the principal balance outstanding, net of unearned interest. Interest on loans is based upon the principal balance outstanding, except interest on some consumer installment loans, which is recognized on the sum-of-the-years-digits method, and does not differ materially from the interest method. The accrual of interest income is generally reviewed for discontinuance when a loan becomes 90 days past due as to principal or interest. When interest is discontinued, all unpaid accrued interest is reversed. Management may elect to continue the accrual of interest when the estimated net realizable value of collateral is sufficient to cover the principal balance and accrued interest or, in the opinion of management, the interest is collectible. Income Taxes The provision for income taxes in the interim periods has been calculated using the anticipated effective tax rate for the respective calendar year, taking into consideration certain tax exempt loan and investment income and non-deductible expenses. Per Common Share Data Net income per common share data for the three months ended September 30, 1996 and 1995 is based upon 7,860,051 average shares outstanding and 7,904,935 average shares outstanding, respectively. Net income per common share data for the nine months ended September 30, 1996 and 1995 is based upon 7,880,635 average shares outstanding and 7,935,760 average shares outstanding, respectively. Reclassifications Certain reclassifications have been made in the 1995 financial statements to conform to the presentation of the 1996 financial statements. Uses of Estimates in the Preparation of Financial Statements The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE 2: SECURITIES TO BE HELD TO MATURITY ($ in thousands) September 30, 1996 ESTIMATED AMORTIZED FAIR GROSS UNREALIZED COST VALUE GAIN LOSS U.S. Treasury securities and obligations of other U.S. Government agencies $2,019 $2,019 $8 $8 State and political subdivisions 52,635 53,950 2,067 752 Total securities $54,654 $55,969 $2,075 $760 December 31, 1995 ESTIMATED AMORTIZED FAIR GROSS UNREALIZED COST VALUE GAIN LOSS U.S. Treasury securities and obligations of other U.S. Government agencies $2,333 $2,352 $27 $8 State and political subdivisions 43,894 46,068 2,435 261 Other 200 199 - 1 Total securities $46,427 $48,619 $2,462 $270 Certain securities to be held to maturity were pledged to secure public deposits, securities sold under agreements to repurchase, and other purposes as required or permitted by law. These pledged securities had an estimated amortized cost and estimated fair value of approximately $19,183,982 and $19,494,532 respectively, at September 30, 1996. NOTE 3: SECURITIES AVAILABLE FOR SALE ($ in thousands) September 30, 1996 ESTIMATED AMORTIZED FAIR GROSS UNREALIZED COST VALUE GAIN LOSS U.S. Treasury securities and obligations of other U.S. Government agencies $53,813 $52,800 $100 $1,113 State and political 9,589 10,030 494 53 subdivisions Mortgage-backed securities 80,751 79,152 349 1,949 Derivative securities 4,801 4,676 0 124 Federal Home Loan Bank Stock 8,659 8,659 - - (at cost) Other 102 102 - - Total securities $157,715 $155,419 $943 $3,239 December 31, 1995 ESTIMATED AMORTIZED FAIR GROSS UNREALIZED COST VALUE GAIN LOSS U.S. Treasury securities and obligations of other U.S. Government agencies $44,821 $45,236 $479 $64 State and political 9,587 10,186 646 47 subdivisions Mortgage-backed securities 83,952 83,557 576 971 Derivative securities 11,747 11,600 10 157 Federal Home Loan Bank Stock 7,873 7,873 - - (at cost) Other 22 22 - - Total securities $158,002 $158,474 $1,711 $1,239 Certain securities available for sale were pledged to secure public deposits, securities sold under agreements to repurchase, and other purposes as required or permitted by law. These pledged securities had an amortized cost and estimated fair value of approximately $106,181,555 and $105,269,691 respectively, at September 30, 1996. NOTE 4: LOANS ($ in thousands) September 30 December 31 September 30 1996 1995 1995 Commercial, industrial, and agricultural loans $202,732 $212,266 $201,291 Residential real estate loans 273,609 253,556 258,590 Installment loans 206,970 189,036 191,864 Total loans 683,311 654,858 651,745 Less: Unearned interest 9,015 10,197 10,075 Total loans, net of unearned interest $674,296 $644,661 $641,670 NOTE 5: PREMISES AND EQUIPMENT ($ in thousands) September 30 December 31 September 30 1996 1995 1995 Land $1,971 $1,971 $1,996 Buildings and improvements 14,000 17,715 16,569 Furniture and equipment 17,626 13,537 12,074 Construction in progress 303 20 1,692 Total premises and equipmen 33,900 33,243 32,331 Less: Accumulated depreciation and amortization 15,517 14,371 14,083 Net premises and equipment $18,383 $18,872 $18,248 NOTE 6: INTEREST BEARING DEPOSITS ($ in thousands) September 30 December 31 September 30 1996 1995 1995 NOW accounts $91,966 $101,448 $93,908 Money Manager acunts 36,646 45,581 44,804 Individual retirement accounts 47,598 50,601 49,635 Savings accounts 53,699 44,845 45,982 Certificates of deposit under $100,000 289,815 292,489 292,241 Certificates of deposit $100,000 and above 83,183 69,142 73,672 Total interest bearing deposits $602,907 $604,106 $600,242 PART I - FINANCIAL INFORMATION ITEM 2. Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations CBT Corporation ("CBT") is a multi-bank holding company consisting of four state chartered commercial banks, one federal savings bank, and a consumer finance company. The banks' 18 locations provide financial services primarily in western Kentucky, while the finance company has 27 locations throughout the state. The following discussion and analysis is presented on a consolidated basis, with all significant intercompany accounts and transactions eliminated. For the third quarter, CBT Corporation earned $2,454,000 and $2,907,000 in 1996 and 1995, respectively. Net income per share was $0.31 for the three month period ended September 30, 1996 compared with $0.37 for the comparable period in 1995. For the first nine months of 1996, CBT reported net income of $8,584,000, virtually unchanged from the first nine months of 1995, which was $8,601,000. Net income per share was $1.09 for the nine months ended September 30, 1996 compared with $1.08 for the nine months ended September 30, 1995. Return on average equity was 8.96 percent and 11.27 percent for the third quarter of 1996 and 1995, respectively. Return on average assets for the three month period ended September 30, 1996 was 1.05 percent, compared with 1.30 percent for the similar 1995 period. Return on average equity was 10.70 percent for the first nine months of 1996 compared with 11.48 percent for the first nine months of 1995. Return on average assets was 1.25 percent for the first nine months of 1996, compared with 1.31 percent for the first nine months of 1995. Consolidated Income Statement Analysis Net Interest Income Net interest income is the difference between interest earned on assets and interest incurred on liabilities. It is affected by changes in the mix and volume of earning assets and interest-bearing liabilities, their related yields, and overall interest rates. For discussion purposes herein, net interest income is presented on a tax-equivalent basis with adjustments made to present yields on tax-exempt assets as if such income was fully taxable. In the third quarter of 1996, tax-equivalent net interest income provided 82.4 percent of CBT's net revenue, compared with 84.0 percent in the third quarter of 1995. The change was a result of higher fee income in 1996 rather than a reduction in net interest income. Total tax-equivalent net interest income for the third quarter of 1996 increased 0.9 percent from the third quarter a year ago. Growth in tax-equivalent net interest income for the third quarter of 1996 over 1995 was due to growth in earning assets of 4.5 percent partially offset by a 16 basis point decline in net interest margin. Through September 30, tax-equivalent net interest income provided 83.4 percent of net revenue for 1996, compared to 83.9 percent for 1995. Total tax-equivalent net interest income increased 3.6 percent comparing the first nine months of 1996 and 1995, solely as the result of a 3.6 percent increase in earning assets. Net interest margin was 4.95 percent for both periods. Net interest margin, the ratio of tax-equivalent net interest income divided by average earning assets, was 4.83 percent and 4.99 percent for the three months ended September 30, 1996 and September 30, 1995, respectively. Through September 30, the year-to-date net interest margin for 1996 and 1995 was the same: 4.95 percent. The following schedule presents yields and costs on key components of interest income and interest expense for the third quarter and year-to-date for 1996 and 1995. Three Months Ended Nine Months Ended September 30 September 30 1996 1995 1996 1995 Yield on securities 7.03% 7.07% 6.99% 6.56% Yield on loans (including fees) 9.71% 9.99% 9.81% 9.80% Yield on federal funds sold and other money market investments 5.36% 6.33% 4.90% 6.03% Yield on earning assets 9.04% 9.29% 9.10% 8.99% Rate on interest-bearing deposit 4.88% 5.02% 4.81% 4.90% Rate on borrowings 5.34% 5.52% 5.29% 5.49% Rate on interest bearing liabilities 4.96% 5.09% 4.90% 4.98% Net interest spread 4.08% 4.20% 4.20% 4.01% Net interest margin (including fees) 4.83% 4.99% 4.95% 4.95% Provision for Loan Losses The provision for loan losses reflects management's judgment of the current period cost associated with maintaining adequate reserves for the credit risk inherent in CBT's loan portfolio. The consolidated provision for loan losses was $810,000 for the third quarter of 1996, a 139.6 percent increase from the $338,000 provision recorded in the third quarter of 1995. The third quarter provision for loan losses was 0.48 percent of average loans on an annualized basis, compared with 0.21 percent in the prior year. Provision expense was substantially increased in the third quarter of 1996 in light of a significant increase in loan charge-offs, principally related to one commercial account. The consolidated provision for loan losses was $1,765,000 for the nine months ended September 30, 1996, a 113.2 percent increase from the $828,000 for the same period in 1995. Year-to-date provision as a percent of average loans was 0.36 percent and 0.18 percent for 1996 and 1995, respectively. Net loan losses were $1,972,000 for the third quarter of 1996 compared to $463,000 for the third quarter of 1995. Approximately $1.5 million was charged-off in the third quarter of 1996 related to the commercial account referenced above. Net loan losses as a percent of average loans on an annualized basis were 1.18 percent for the three months ended September 30, 1996, compared to 0.29 percent for the three months ended September 30, 1995. Net loan losses were $4,035,000 and $1,068,000 for the nine months ended September 30, 1996 and 1995, respectively. Net loan losses as a percent of average loans on an annualized basis were 0.83 and 0.23 percent for the nine month period ended September 30, 1996 and 1995, respectively. The increase in year-to-date net loan losses in 1996 over 1995 is primarily attributable to $2.8 million charged off on the aforementioned commercial account. The following is a progression of the allowance for loan losses: Three Months Ended Nine Months Ended ($ in thousands) September 30 September 30 1996 1995 1996 1995 Balance, beginning of period $9,896 $11,424 $11,004 $11,533 Adjustment for finance receivables - - - 6 Provision for loan losses 810 338 1,765 828 Loans charged off (2,114) (513) (4,354) (1,359) Recoveries 142 50 319 291 Net charge-offs (1,972) (463) (4,035) (1,068) Balance, end of period $8,734 $11,299 $8,734 $11,299 Allowance for loan losses to total loans, net of unearned interest 1.30% 1.76% 1.30% 1.76% Net charge-offs to average loans 1.18% 0.29% 0.83% 0.23% Non-performing assets to period-end loans and other real estate 1.39% 0.70% 1.39% 0.70% Non-Interest Income Non-interest income represents 17.6 percent of CBT's tax-equivalent revenue in the third quarter of 1996, compared with 16.0 percent in the third quarter of 1995. Consolidated non-interest income increased 12.9 percent or $259,000 in the third quarter of 1996 to $2,261,000, compared to the comparable 1995 period. Trust and investment advisory fees increased 48.9 percent over the third quarter of 1995 from $378,000 to $563,000. This increase was primarily the result of higher volumes generated through CBT's strategic alliance with J.C. Bradford & Co. ("JCB"), a Nashville-based regional brokerage firm. All other non-interest income increased 4.6 percent over the third quarter of 1995, with improvements in insurance commissions and other fees offsetting a decline in service charges on deposit accounts and securities gains. Exclusive of securities gains, all other non-interest income grew 10.0 in the third quarter of 1996 compared to the prior year. Non-interest income represents 16.6 percent of CBT's tax-equivalent revenue for the first nine months of 1996, compared to 16.1 percent for the comparable 1995 period. Consolidated non-interest income increased 7.1 percent or $422,000 to $6,352,000 for the nine months ended September 30, 1996 compared to September 30, 1995. As noted above, the trust and investment advisory fees increased significantly (43.8 percent), offset partially by the decrease in gains on sales of securities. In addition, service charges on deposit accounts decreased 6.7 percent due to a lower collection rate in 1996. Insurance commissions and other fee income increased 15.5 percent comparing the first nine months of 1996 with the similar period in 1995. The following table shows a breakdown of non-interest income: Three Months Ended Nine Months Ended ($ in thousands) September 30 September 30 1996 1995 1996 1995 Trust and investment advisory fees $563 $378 $1,562 $1,086 Service charges on deposit accounts 862 913 2,492 2,670 Insurance commissions 334 331 975 955 Gain (loss) on sale of securities 0 81 34 214 Other 502 299 1,289 1,005 Total non-interest income $2,261 $2,002 $6,352 $5,930 Non-Interest Expenses Total non-interest expense grew $586,000, or 7.5 percent, for the third quarter of 1996 compared to the third quarter of 1995. FDIC assessment increases accounted for $241,000 (41.1 percent) of the increase, as a government-mandated recapitalization of the Savings Association Insurance Fund resulted in a one-time charge of $560,000. Salaries and benefits increased $185,000 (4.9 percent) as a result of merit increases and the filling of open positions, while the tax on bank shares was up $56,000 (22.7 percent) because of accrual adjustments made in 1995. Depreciation and amortization grew $84,000 (18.1 percent) because of investments in technology made in the latter part of 1995. All other non-interest expense increased $20,000 (0.7 percent). For the nine month period ended September 30, 1996, total non-interest expense increased $612,000 compared to the similar period in 1995. Salaries and benefits were $197,000 lower, as non-recurring costs associated with the 1995 re-engineering totaling $1,135,000 were partially offset by merit increases and new personnel. Net occupancy grew $157,000 (18.2 percent) while depreciation and amortization was up $305,000 (22.6 percent), primarily because of new FCC offices, bank branch remodeling and technology investments. Supplies increased $43,000 (7.1 percent) while data processing expense grew $123,000 (11.7 percent), with both increases due to additional business volume. In spite of the one-time recapitalization charge, FDIC assessments were lower by $396,000 (35.1 percent) while tax on bank shares increased $71,000 (8.5 percent). All other non-interest expense grew $506,000 (10.0 percent) primarily because of various accrual adjustments made in the first and second quarters of 1995. The following table shows a breakdown of non-interest expense: Three Months Ended Nine Months Ended ($ in thousands) September 30 September 30 1996 1995 1996 1995 Salaries and employee benefits $3,948 $3,763 $11,826 $12,023 Net occupancy 339 325 1,020 863 Depreciation and amortization 548 464 1,656 1,352 Supplies 194 210 650 606 Data processing 390 379 1,176 1,053 FDIC assessments 617 376 731 1,127 Tax on bank shares 303 247 909 838 Other 2,038 2,027 5,573 5,067 Total non-interest expense $8,377 $7,791 $23,541 $22,929 The efficiency ratio, defined as non-interest expense divided by tax- equivalent revenue, is a measure of how effective a financial services company is in leveraging its resources to produce revenue. A lower ratio indicates better performance. For the three months ended September 30, 1996, CBT's efficiency ratio was 65.09 percent compared with 62.26 percent for the same period in 1995. Without the one-time recapitalization charge, the third quarter 1996 efficiency ratio was 60.7 percent. For the nine month period ended September 30, 1996, CBT's efficiency ratio was 61.55 percent compared to 62.47 percent for the comparable 1995 period. Income Taxes CBT's income tax planning is based upon the goal of maximizing long-term, after-tax profitability. Income tax expense is significantly affected by the mix of taxable versus tax-exempt revenues. The effective income tax rate for the three months ended September 30, 1996 and 1995 was 27.0 percent and 28.9 percent, respectively. The effective income tax rate for the nine months ended September 30, 1996 and 1995 was 28.4 percent and 28.3 percent, respectively. The lower effective tax rate for the third quarter of 1996 was the result of higher tax-exempt revenue for the period compared to 1995. Consolidated Balance Sheet Analysis Earning Assets At September 30, 1996, earning assets were $886.7 million, compared with $841.9 million at September 30, 1995. This increase is due to a $32.6 million increase in loans and a $12.2 million increase in securities. Total earning assets at September 30, 1996 consisted of 76.1 percent loans and 23.9 percent securities. The September 30, 1995 earning asset mix was identical to 1996. Average earning assets for the third quarter of 1996 were $836.3 million, an increase of 5.1 percent over the third quarter of 1995. Investment Risk Management CBT has certain securities in its available for sale portfolio that are classified as derivative securities by banking regulators. At September 30, 1996 and December 31, 1995, respectively, CBT had $4,801,000 and $11,747,000 book value in derivative securities. These amounts represent 3.0 percent and 7.4 percent of the total securities available for sale at September 30, 1996 and December 31, 1995, respectively. Market value for these securities was $4,676,000 at September 30, 1996 and $11,600,000 at December 31, 1995. The significant decrease in such securities is due to calls issued in 1996 based upon a favorable interest rate environment. All are guaranteed by government agencies and none have a maturity of over 6 years. The amount and nature of these securities pose no undue risk to CBT's financial position and there are no plans to acquire additional derivative securities. The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities," which was adopted by CBT in the third quarter of 1994. The Statement requires that investment securities classified as available for sale be reported at fair value with unrealized gains and losses reported, net of deferred taxes, as a separate component of shareholders' equity. As of September 30, 1996, net unrealized losses related to investment securities available for sale were $1,492,000, net of deferred taxes. At December 31, 1995, the fair value of securities available for sale reflected unrealized gains of $307,000, net of deferred taxes. Credit Risk Management CBT manages exposure to credit risk though loan portfolio diversification by customer, industry, and loan type. As a result, there is no undue concentration in any single sector. CBT annually evaluates economic conditions affecting its lending markets. Economic indicators such as unemployment levels, construction activity, and bankruptcy filings are evaluated. During the third quarter of 1996, CBT's primary market areas continued to experience favorable unemployment levels and strong real estate values and commercial development. Bankruptcy filings in CBT's markets have increased sharply during 1996 compared to the prior year, however. CBT's credit risk is diversified by loan type. At September 30, 1996, 40.5 percent of the portfolio consisted of residential real estate and mobile home loans, 31.5 percent of commercial loans and 28.0 percent of consumer loans. Credit risk management also includes monitoring the performance of existing portfolios. CBT has in place a comprehensive internal credit review program to assess the current financial condition and operating performance of significant commercial borrowers. Loans by type appear below: ($ in thousands) September 30 December 31 September 30 1996 1995 1995 Commercial, industrial, and agricultural loans $202,732 $212,266 $201,291 Residential real estate and mobile home loans 273,609 253,556 258,590 Consumer loans 206,970 189,036 191,864 Total loans 683,311 654,858 651,745 Less: Unearned interest 9,015 10,197 10,075 Total loans, net of unearned interest $674,296 $644,661 $641,670 CBT continues to classify its loans consistent with current regulatory review results. There are no material commitments to lend additional funds to customers whose loans were classified as non-accrual or restructured at September 30, 1996. Allowance for Loan Losses At September 30, 1996, the allowance for loan losses was $8.7 million, or 1.30 percent of net loans outstanding, compared with $11.0 million, or 1.71 percent at December 31, 1995. The ratio of the allowance for loan losses to non-performing assets was 92.9 percent at September 30, 1996, compared with 225.8 percent at December 31, 1995. Non-performing assets consist of non-accrual loans, restructured loans, loans past-due ninety days or more that are still accruing interest and other real estate owned. The decline in the allowance as a percent of loans is the result of modest loan growth (4.6 percent since year-end 1995) and a $2.3 million decline in the allowance, the latter occurring as the result of $2.8 million in charge- offs taken on a single large commercial borrower. The significant drop in the ratio of allowance for loan losses to non-performing assets was due to the aforementioned decrease in the allowance to $8.7 million, coupled with a $4.5 million increase in non-performing assets. Approximately $3.6 million of the increase in non-performing assets relate to outstanding borrowings to the large commercial customer referred to above. Principal loss exposure on the $3.6 million, which consists of $1.8 million in non- accrual and $1.8 million in renegotiated outstandings, is estimated to be not greater than $700,000. Although it is impossible for any lender to predict future loan losses with complete accuracy, management monitors the allowance for loan losses with the intent to provide for all losses that can reasonably be anticipated based on current conditions. CBT has a comprehensive credit grading system and other internal loan monitoring systems to support this assessment. Such systems fully comply with the loan review guidelines set forth in the December 21, 1993 Interagency Policy Statement on the Allowance for Loan and Lease Losses. CBT management maintains the allowance available to cover future loan losses within the entire loan portfolio and believes the allowance for loan losses is adequate at September 30, 1996 based on the current level of non-performing assets and the expected level of future charge-offs. Non-Performing Assets The table below presents data on CBT's non-performing assets. As previously defined, non-performing assets consist of non-accrual loans, restructured loans, loans past due ninety days or more that are still accruing interest and other real estate owned. At September 30, 1996, non- performing assets totaled $9.4 million, or 1.39 percent of net loans and other real estate owned, compared with $4.9 million, or 0.77 percent of net loans and other real estate owned, at December 31, 1995. The $1.7 million increase in non-accrual loans consists of $1.8 million of such loans from the aforementioned commercial borrower, less $100,000 net of reductions in other non-accrual loans. The $1.8 million of debt is collateralized with assets having an estimated fair value of $600,000 and carries a $500,000 personal guarantee. The $1.8 million restructured loan, which is a related credit, is secured by real estate and equipment and bears an interest rate of 50 percent of New York prime. The $1 million increase in loans past due 90 days or more and still accruing represents various consumer credits, which collectively do not pose significant risk to CBT's allowance for loan losses. ($ in thousands) September 30 December 31 September 30 1996 1995 1995 Non-accrual loans $5,784 $4,059 $3,873 Restructured loans 1,805 - - Accruing loans which are contractually past due 90 days or more 1,781 785 637 Total non-performing loans 9,370 4,844 4,510 Other real estate owned 30 30 - Total non-performing assets $9,400 $4,874 $4,510 In 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan", (FAS 114). It was subsequently amended in 1994 with the issue of FAS 118, "Accounting by Creditors for Impairment of a Loan- Income Recognition and Disclosure". FAS 114, as amended, requires that impaired loans be measured based on the present value of expected future cash flow discounted at the loan's effective rate, at the loan's market price, or the fair value of the collateral is the loan is collateral dependent. CBT adopted FAS 114 in 1995. The adoption of FAS 114 did not have a material effect on CBT's consolidated financial statements. Funding Sources Non-Interest Bearing Deposits Non-interest bearing deposits, which represent a portion of CBT's core deposits, were $70.2 million at September 30, 1996, a $562,000 increase from December 31, 1995. Average non-interest bearing deposits were $67.8 for the third quarter of 1996 compared with $67.0 million for fourth quarter of 1995. Non-interest bearing deposits represented 8.5 percent of CBT's total funding sources at September 30, 1996, compared with 8.8 percent at December 31, 1995. Interest-Bearing Liabilities Interest-bearing liabilities for CBT consist of certain core deposits, purchased deposits, short-term and long-term borrowings. At September 30, 1996, interest-bearing liabilities totaled $752.7 million, an increase of $33.1 million over December 31, 1995. The increase is due to a $24.3 million increase in short-term borrowings, a $10.0 million increase in long- term borrowings and a $1.2 million decrease in interest-bearing deposits. Interest-bearing Core Deposits - In CBT's banking subsidiaries, NOW, Money Manager, Individual Retirement and savings accounts, and certificates of deposit under $100,000 provide a stable source of funding. At September 30, 1996 these deposits accounted for 63.2 percent of CBT's total funding sources compared with 67.8 percent at December 31, 1995. Interest-bearing core deposits declined $15.3 million comparing December 31, 1995 to September 30, 1996 as customers continued to avail themselves of attractive non-deposit investment opportunities. Purchased Deposits - Purchased deposits, which CBT defines as certificates of deposit with denominations of $100,000 or more and brokered certificates of deposit, increased $14.1 million or 20.4 percent to $83.2 million from $69.1 million at December 31, 1995. Purchased deposits represented 10.1 percent of CBT's total funding sources at September 30, 1996, compared with 8.8 percent at December 31, 1995. At September 30, 1996, CBT held $5.0 million of brokered certificates with a maturity of greater than one year. Purchased funds have been acquired to offset the decline in interest- bearing core deposits. Borrowings - CBT's borrowings are both short-term and long-term. Short- term borrowings include Federal funds purchased, securities sold under agreements to repurchase, U.S. Treasury notes payable, revolving lines of credit, and short-term Federal Home Loan Bank advances. Management views short-term borrowings as a cost-effective alternative to purchased deposits and interest-bearing core deposits and actively manages CBT's short-term borrowing position to maintain acceptable net interest margins and liquidity. At September 30, 1996, short-term borrowings accounted for 13.8 percent of CBT's total funding sources, compared with 11.3 percent at December 31, 1995. The increase was primarily in Federal funds purchased and securities sold under agreements to repurchase. Long-term borrowings, which totaled $36.4 million and $26.4 million at September 30, 1996 and December 31, 1995, respectively, include Federal Home Loan bank advances with maturities in excess of one year and term debt used to fund FCC. At September 30, 1996, long-term borrowings represented 4.4 percent of CBT's total funding sources compared with 3.3 percent at December 31, 1995. Asset and Liability Management Financial institutions manage the inherently different maturity and repricing characteristics of earning assets and interest-bearing funding to achieve a desired interest rate sensitivity position and to limit their exposure to interest rate risk. The goal of the asset and liability management process is to manage the structure of the balance sheet to provide the optimal level of net interest income while maintaining acceptable levels of interest rate risk (as defined below) and liquidity. The focal point of this process is the Asset and Liability Management Committee (ALCO) of CBT, an executive level management committee. ALCO meets monthly to consider CBT's consolidated interest rate risk and liquidity posture. The committee takes an active role in maintaining and hedging CBT's profitability under a variety of interest rate scenarios. The actual management of interest rate risk is governed by an asset and liability management policy. Interest Rate Risk and Its Measurement Interest rate risk is the risk that future changes in interest rates will reduce net interest income or the market value of a financial institution. Management uses various measurement tools to monitor CBT's interest rate risk position. One measurement tool is the GAP report, which classifies assets and liabilities and their respective yields and costs in terms of maturity or repricing dates. While considerable judgment is necessary to appropriately classify certain balance sheet items that have no contractual maturity or repricing dates, the GAP report provides management a basic measure of interest rate risk. CBT monitors the GAP position of each subsidiary individually (FCC is included with Citizens), as well as on a consolidated basis. The asset and liability management policy at each subsidiary specifies targets based primarily on the one year cumulative GAP position in conjunction with a market volatility risk analysis At September 30, 1996 the one year cumulative interest rate GAP, defined as the ratio of rate sensitive assets to rate sensitive liabilities, was .99, while at December 31, 1995, the one year cumulative interest rate GAP was .91. The above levels were within corporate guidelines. A GAP of less than one indicates that, over the time horizon measured, more liabilities will reprice than assets. Generally, such a position is favorable in a falling interest rate environment. As the GAP approaches 1.0, a neutral posture is obtained. GAP as an interest rate risk measurement tool has some limitations: it is a static measurement; it requires the establishment of an subjective time horizon; and it does not capture basis risk or risk that varies non- proportionally with rate movements. Because of such limitations, CBT supplements its use of GAP with a computer model to estimate the impact of various parallel shifts in the yield curve on net interest income and the fair value of equity under a variety of interest rate scenarios. CBT's management believes the two approaches compliment each other in understanding the impact of changes in interest rates on the financial performance and condition of CBT. Based on modeling using September 30, 1996 data, CBT would expect its net interest income to change no more than 3.0 percent under a 200 basis point parallel shift up or down of the yield curve. Liquidity Management Liquidity management involves planning to meet funding needs at a reasonable cost, as well as developing contingency plans to meet unanticipated funding needs or a loss of funding sources. Liquidity management for CBT is monitored by ALCO, which takes into account the marketability of assets, the sources and stability of funding, and the level of unfunded loan commitments. CBT's consumer deposits provide a certain level of stability with respect to liquidity. In addition, membership in the Federal Home Loan Bank of Cincinnati provides a cost-effective alternate source of funding, as does access to brokered certificates of deposits. CBT's available for sale investment portfolio also provides an additional source of liquidity. Capital Management CBT management believes that a strong capital position is vital to continued profitability and promotes depositor and investor confidence. Bank subsidiaries are required to maintain capital levels sufficient to qualify for "well capitalized" status with banking regulators and to meet anticipated growth needs. Net income is the primary source of new capital for subsidiaries. Net income of subsidiaries in excess of capital requirements is available to CBT in the form of dividends and is used primarily to pay corporate dividends. The following analysis shows comparisons between the regulatory requirements for "well capitalized" institutions and the actual capital position of CBT: Well Capitalized Actual Excess September 30, 1996 Leverage Ratio (Equity to Assets) 5.00% 11.30% 6.30% Tier 1 Risk-Based 6.00% 15.98% 9.98% Total Risk-Based 10.00% 17.23% 7.23% December 31, 1995 Leverage Ratio (Equity to Assets) 5.00% 11.35% 6.35% Tier 1 Risk-Based 6.00% 16.12% 10.12% Total Risk-Based 10.00% 17.37% 7.37% Because of solid performance and conservative capital management, CBT has consistently maintained a strong capital position. These ratios compare favorably with industry standards and CBT's peers. The Corporation occasionally repurchases and retires common stock. All repurchases are done in non-block sizes (less than 5,000 shares) and are accomplished to meet internal needs (e.g. 401(k), stock options). For the nine month period ended September 30, 1996, 57,384 shares had been repurchased at an aggregate price of $1,303,000. For the nine month period ended September 30, 1996, CBT's shareholders' equity, exclusive of the unrealized loss on securities available for sale (net of deferred tax) and stock repurchases, grew $5.7 million. CBT's internal capital growth rate (ICGR) for the nine months ended September 30, 1996 was 7.3 percent. The ICGR represents the rate at which CBT's shareholders' equity grew as a result of earnings retained (net income less dividends paid). CBT declared a $0.13 per share dividend in the third quarter of 1996, which represented an 8.3 percent increase over one year ago. The dividend payout ratio for the third quarter of 1996 was 41.6 percent of net income, which was higher than management's general payout guideline of 25 to 35 percent, primarily because of the one-time charge to earnings related to recapitalization of the insurance fund. Exclusive of that charge, the payout ratio was 35.7 percent for the third quarter of 1996. The 1996 year- to-date payout ratio is 33.9 percent (32.5 percent exclusive of recapitalization). Management is currently not aware of any recommendation by regulatory authorities which, if implemented, would have a material effect on the Corporation's liquidity, capital resources, or operations. Management is also not aware of any events or uncertainties that will have or that are reasonably likely to have a material impact on CBT's liquidity, capital resources or operations. Market Data At September 30, 1996, CBT had issued and outstanding 7,856,210 shares of common stock held by approximately 1,463 shareholders of record. Shareholders have received cash dividends for each share of common stock on a quarterly basis in 1995 and 1996. CBT Corporation common stock is traded on the NASDAQ Stock Market under the symbol CBTC. The following table summarizes common stock prices and cash dividends declared in 1996 and 1995. The price information reflects the range of prices for CBT Corporation common stock as reported by NASDAQ. Price Quarter High Low Dividends September 30, 1996 23.50 20.00 0.13 June 30, 1996 24.25 21.50 0.12 March 31, 1996 24.50 21.50 0.12 December 31, 1995 23.00 20.00 0.12 September 30, 1995 24.25 19.25 0.12 June 30, 1995 24.00 19.75 0.11 March 31, 1995 24.75 21.00 0.11 PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) The exhibits set out on the Exhibit Index included as page 26 of this report are furnished as a part of this report. (b) No Form 8-K has been filed during the third quarter of 1996. 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. CBT CORPORATION DATE: November 14, 1996 SIGNED:'''''''''''''''''''' John E. Sircy Executive Vice President and Chief Operating Officer EXHIBIT INDEX NUMBER DESCRIPTION PAGE 3(a) Articles of Incorporation of CBT Corporation, as amended are incorporated by reference to Exhibit 4(a), of Amended Form 10-Q of CBT Corporation dated September 6, 1994. 3(b) Articles of Amendment to the Articles of Incorporation of CBT Corporation are incorporated by reference to Exhibit 4(b) of Form 10-Q of CBT Corporation dated September 30, 1995. 3(c) By-Laws of CBT Corporation are incorporated by reference to Exhibit 3, to the Registration Statement of Form S-14 of CBT Corporation (Registration No. 2-83583). 10(a) **Form of Severance Protection Agreement between CBT Corporation and certain executive officers is incorporated by reference to Exhibit 10 of Form 10-Q of CBT Corporation dated September 30, 1995. 10(b) **CBT Corporation 1986 Stock Option Plan is incorporated by reference to Exhibit 4 of Registration Statement on Form S-8 of CBT Corporation (Registration No. 33-28512). 10(c) **CBT Corporation 1993 Stock Option Plan is incorporated by reference to Form 10-Q of CBT Corporation dated September 30, 1993. 10(d) **Salary Continuance Agreement is incorporated by reference to Exhibit 10(c) of the Form 10-K of CBT Corporation for the year ended December 31, 1990. 10(e) **Description of Incentive Compensation Plan is incorporated by reference to Exhibit 10(d) of the Form 10-K of CBT Corporation for the year ended December 31, 1990. 10(f) **CBT Corporation 1993 Stock Option Plan, as amended and restated effective March 16, 1996, is incorporated by reference to Exhibit 10(f) of the Form 10-Q of CBT Corporation dated June 30, 1996. 27 Financial Data Schedule 27 ** Denotes management contracts or compensatory plans or arrangements required to be filed as exhibits to this Form 10-Q. EXHIBIT 27 FINANCIAL DATA SCHEDULE (filed in electronic format) FOR CBT CORPORATION For the Period Ended SEPTEMBER 30, 1996