FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ___________________ For Quarter Ended September 30, 1997 Commission file number: 2-96350 CNB Corporation (Exact name of registrant as specified in its charter) South Carolina 57-0792402 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) P.O. Box 320, Conway, South Carolina 29526 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code): (803) 248-5721 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 . The number of shares outstanding of the issuer's $10.00 par value common stock as of September 30, 1997 was 598,538. CNB Corporation Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements: Consolidated Balance Sheets as of September 30, 1997, 1 December 31, 1996 and September 30, 1996 Consolidated Statement of Income for the Three Months 2 and Nine Months Ended September 30, 1997 and 1996 Consolidated Statement of Changes in Stockholders' 3 Equity for the Nine Months Ended September 30, 1997 and 1996 Consolidated Statement of Cash Flows for the Nine Months 4 Ended September 30, 1997 and 1996 Notes to Consolidated Financial Statements 5-12 Item 2. Management's Discussion and Analysis of Financial 13-22 Condition and Results of Operations PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 22 SIGNATURE 23 CNB Corporation and Subsidiary Consolidated Balance Sheets (All Dollar Amounts, Except Per Share Data, in Thousands) (Unaudited) Sept. 30, December 31, Sept. 30, 1997 1996 1996 ASSETS: Cash and due from banks $ 16,294 $ 14,350 $ 14,702 Interest bearing deposits with banks 0 0 0 Investment Securities 70,749 70,149 75,340 (Fair values of $71,249 at September 30, 1997, $70,306 at December 31, 1996, and $74,877 at September 30, 1996) Securities Available for Sale 60,383 62,138 63,757 (Amortized cost of $60,168 at September 30, 1997, $62,093 at December 31, 1996, and $64,130 at September 30, 1996) Federal Funds sold and securities purchased under agreement to resell 19,000 0 9,100 Loans: Gross Loans 213,196 185,933 176,045 Less unearned income (1,163) (1,058) (1,059) Loans, net of unearned income 212,033 184,875 174,986 Less reserve for possible loan losses (2,905) (2,370) (2,359) Net loans 209,128 182,505 172,627 Bank premises and equipment 6,998 6,866 6,946 Other assets 6,118 5,810 6,046 Total assets 388,670 341,818 348,518 LIABILITIES AND STOCKHOLDERS' EQUITY: Deposits: Non-interest bearing 65,035 49,885 55,864 Interest-bearing 240,282 218,528 219,665 Total deposits 305,317 268,413 275,529 Federal funds purchased and securities sold under agreement to repurchase 37,922 33,018 33,396 Other short-term borrowings 4,303 2,319 2,911 Obligations under mortgages and capital leases 0 6 7 Other liabilities 2,662 3,541 2,000 Minority interest in subsidiary 27 25 24 Total liabilities 350,231 307,322 313,867 Stockholders' equity: Common stock, par value $10 per share: Authorized 1,500,000 in 1997 and 500,000 in 1996; issued 598,681 in 1997 and 479,093 in 1996; 5,987 4,791 4,791 Surplus 24,551 15,697 15,695 Undivided Profits 7,784 14,082 14,335 Net Unrealized Holding 129 27 (224) Gains (Losses) on Available-For-Sale Securities Less: Treasury stock 12 (101) (146) Total stockholders' equity 38,439 34,496 34,651 Total liabilities and stockholders' equity 388,670 341,818 348,518 1 CNB Corporation and Subsidiary Consolidated Statement of Income (All Dollar Amounts, Except Per Share Data, in Thousands) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 1997 1996 1997 1996 Interest Income: Interest and fees on loans $ 4,904 $ 4,033 $ 14,103 $ 11,629 Interest on investment securities: Taxable investment securities 1,792 1,904 5,374 5,657 Tax-exempt investment securities 179 185 535 556 Other securities 0 0 3 3 Interest on federal funds sold and securities purchased under agreement to resell 283 120 582 348 Total interest income 7,158 6,242 20,597 18,193 Interest Expense: Interest on deposits 2,539 2,176 7,414 6,392 Interest on federal funds purchased and securities sold under agreement to repurchase 462 436 1,272 1,501 Interest on other short-term borrowings 21 18 56 47 Interest on obligation under mortgages and capital leases 0 0 0 0 Total interest expense 3,022 2,630 8,742 7,940 Net interest income 4,136 3,612 11,855 10,253 Provision for possible loan losses 150 90 600 230 Net interest income after provision for possible loan losses 3,986 3,522 11,255 10,023 Other income: Service charges on deposit accounts 583 490 1,643 1,442 Gains/(Losses) on securities 0 0 0 38 Other operating income 360 309 839 704 Total other income 943 799 2,482 2,184 Other expenses: Minority interest in income of subsidiary 1 1 3 2 Salaries and employee benefits 1,535 1,492 4,611 4,426 Occupancy expense 380 375 1,224 1,285 Other operating expenses 705 621 2,011 1,831 Total operating expenses 2,621 2,489 7,849 7,544 Income before income taxes 2,308 1,832 5,888 4,663 Income tax provision 805 611 2,120 1,559 Net Income 1,503 1,221 3,768 3,104 Per share data (1): Net income per weighted average shares outstanding $ 2.51 $ 2.05 $ 6.30 $ 5.20 Cash dividend paid per share $ 0 $ 0 $ 0 $ 0 Book value per actual number of shares outstanding $ 64.22 $ 58.05 $ 64.22 $ 58.05 Weighted average number of shares outstanding 598,486 596,630 598,486 596,630 Actual number of shares outstanding 598,538 596,886 598,538 596,886 (1) Adjusted for the effect of a 25% stock dividend issued during the third quarter of 1997. 2 CNB Corporation and Subsidiary Consolidated Statement of Changes in Stockholders' Equity (All Dollar Amounts in Thousands) (Unaudited) Nine Months Ended September 30, 1997 1996 Common Stock: $10 par value; 1,500,000 shares authorized in 1997 and 500,000 in 1996; Balance, January 1 4,791 4,791 Issuance of Common Stock None None Stock Dividend 1,196 None Balance at end of period 5,987 4,791 Surplus: Balance, January 1 15,697 15,676 Issuance of Common Stock None None Stock Dividend 8,850 None Gain on sale of treasury stock 4 19 Balance at end of period 24,551 15,695 Undivided profits: Balance, January 1 14,082 11,431 Net Income 3,768 3,104 Stock Dividend (10,066) None Cash dividends declared None None Balance at end of period 7,784 14,535 Net unrealized holding gains/(losses) on available-for-sale securities: Balance, January 1 27 430 Change in net unrealized gains/(Losses) 102 (654) Balance at end of period 129 (224) Treasury stock: Balance, January 1 (101) (133) Purchase of treasury stock (34) (213) Reissue of treasury stock 123 200 Balance at end of period (12) (146) Total stockholders' equity 38,439 34,651 Note: Columns may not add due to rounding. 3 CNB CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) For the nine-month period ended Sept. 30, 1997 1996 OPERATING ACTIVITIES Net income $ 3,768 $ 3,104 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 482 585 Provision for loan losses 600 230 Provision for deferred income taxes 157 (243) Loss (gain) on sale of investment securities 0 (38) (Increase) decrease in accrued interest receivable (337) (305) (Increase) decrease in other assets 29 68 (Decrease) increase in other liabilities 507 (657) Increase in minority interest in subsidiary 2 1 Net cash provided by operating activities 5,208 2,745 INVESTING ACTIVITIES Proceeds from sale of investment securities available for sale 0 2,000 Proceeds from maturities of investment securities held to maturity 15,130 19,935 Proceeds from maturities of investment securities available for sale 12,301 4,465 Purchase of investment securities held to maturity (15,730) (15,895) Purchase of investment securities available for sale (10,546) (10,950) Decrease (increase) in interest-bearing deposits in banks 0 0 (Increase) decrease in federal funds sold (19,000) (1,800) (Increase) decrease in loans (27,158) (22,582) Premises and equipment expenditures (614) (365) Net cash provided by (used for) investing activities (45,617) (25,192) FINANCING ACTIVITIES Dividends paid (1,433) (1,432) Increase (Decrease) in deposits 36,904 24,373 (Decrease) increase in securities sold under repurchase agreement (4,904) (3,539) (Decrease) increase in other short-term borrowings 1,984 2,145 Increase (decrease)in obligation under mortgages and capital leases (6) (3) Net cash provided by (used for) financing activities 42,353 21,544 Net increase (decrease) in cash and due from banks 1,944 (903) CASH AND DUE FROM BANKS, BEGINNING OF YEAR 14,350 15,605 CASH AND DUE FROM BANKS, SEPT. 30, 1997 AND 1996 $16,294 $14,702 CASH PAID (RECEIVED) FOR: Interest $ 8,401 $ 7,952 Income taxes $ 2,117 $ 1,567 4 CNB CORPORATION AND SUBSIDIARY (The "Corporation") CNB CORPORATION (The "Parent") THE CONWAY NATIONAL BANK (The "Bank") NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (All Dollar Amounts in Thousands) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Net income per share - Net income per share is computed on the basis of the weighted average number of common shares outstanding adjusted for the effect of a 25% stock dividend paid during the third quarter of 1997, 598,486 for the nine-month period ended September 30, 1997 and 596,630 for the nine-month period ended September 30, 1996. NOTE 2 - RESTRICTIONS ON CASH AND DUE FROM BANKS The Bank is required to maintain average reserve balances either at the Bank or on deposit with the Federal Reserve Bank. The average amount of these reserve balances for the nine-month period ended September 30, 1997 and for the years ended December 31, 1996 and 1995 were approximately $5,848, $5,112, and $4,306, respectively. 5 NOTE 3 - INVESTMENT SECURITIES Investment securities with a par value of approximately $78,231 at September 30, 1997 and $55,665 at December 31, 1996 were pledged to secure public deposits and for other purposes required by law. The following summaries reflect the book value, unrealized gains and losses, approximate market value, and tax-equivalent yields of investment securities at September 30, 1997 and at December 31, 1996. September 30, 1997 Book Unrealized Holding Fair Value Gains Losses Value Yield(1) AVAILABLE FOR SALE United States Treasury Within one year $12,958 $ 71 $ 2 $13,027 6.40% One to five years 13,277 117 10 13,384 6.25 26,235 188 12 26,411 6.32 Federal agencies Within one year 3,993 0 13 3,980 4.92 One to five years 28,791 116 59 28,848 6.23 After ten years 707 1 15 693 6.28 33,491 117 87 33,521 6.10 State, county and municipal Within one year 0 0 0 0 - One to five years 326 9 0 335 7.85 326 9 0 335 7.85 Other Securities(Equity) 116 0 0 116 - Total available for sale $60,168 $ 314 $ 99 $60,383 6.21% HELD TO MATURITY United States Treasury Within one year 16,015 8 37 15,986 5.29% One to five years 15,672 136 37 15,771 6.10 31,687 144 74 31,757 5.66 Federal agencies Within one year 0 0 0 0 - One to five years 23,222 167 49 23,340 6.35 Six to ten years 2,002 0 18 1,984 6.40 25,224 167 67 25,324 6.35 State, county and municipal Within one year 1,425 9 1 1,433 8.67% One to five years 6,127 237 6 6,358 8.52 Six to ten years 6,037 96 8 6,125 6.99 Over ten years 249 3 0 252 7.43 13,838 345 15 14,168 7.85 Total held to maturity $70,749 $ 656 $ 156 $71,249 6.35% (1) Tax equivalent adjustment based on a 34% tax rate. As of the quarter ended September 30, 1997, the Bank did not hold any securities of an issuer that exceeded 10% of stockholders' equity. The net unrealized holding gains/(losses) on available-for-sale securities component of capital is $129 as of September 30, 1997. 6 NOTE 3 - INVESTMENT SECURITIES (Continued) December 31, 1996 Book Unrealized Holding Fair Value Gains Losses Value Yield(1) AVAILABLE FOR SALE United States Treasury Within one year $15,533 $ 52 $ 22 $15,563 5.95% One to five years 16,262 169 27 16,404 6.46 31,795 221 49 31,967 6.21 Federal agencies Within one year 0 0 0 0 - One to five years 29,072 48 169 28,951 6.08 After ten years 784 0 18 766 6.08 29,856 48 187 29,717 6.04 State, county and municipal One to five years 326 12 0 338 7.85 326 12 0 338 7.85 Other Securities (Equity) 116 - - 116 - Total available for sale $62,093 $ 281 $ 236 $62,138 6.14% HELD TO MATURITY United States Treasury Within one year 17,066 20 30 17,056 5.36% One to five years 23,703 154 176 23,681 5.67 40,769 174 206 40,737 5.54 Federal agencies Within one year 0 0 0 0 - One to five years 13,320 97 110 13,307 6.27 Six to ten years 2,002 0 35 1,967 6.40% 15,322 97 145 15,274 6.28 State, county and municipal Within one year 1,112 2 2 1,112 8.87 One to five years 6,950 302 15 7,237 8.72 Six to ten years 5,626 20 75 5,571 6.98 After ten years 370 5 0 375 7.89 14,058 329 92 14,295 8.01 Total held to maturity $70,149 $ 600 $ 443 $70,306 6.20% (1) Tax equivalent adjustment based on a 34% tax rate. As of the quarter ended December 31, 1996, the Bank did not hold any securities of an issuer that exceeded 10% of stockholders' equity. The net unrealized holding gains/(losses) on available-for-sale securities component of capital is $27 as of December 31, 1996. 7 NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES The following is a summary of loans at September 30, 1997 and December 31, 1996 by major classification: September 30, December 31, 1997 1996 Real estate loans - mortgage $ 131,412 $ 111,474 - construction 16,598 15,148 Commercial and industrial loans 32,914 28,105 Loans to individuals for household, family and other consumer expenditures 30,342 29,642 Agriculture 1,825 1,328 All other loans, including overdrafts 105 236 Gross loans 213,196 185,933 Less unearned income (1,163) (1,058) Less reserve for loan losses (2,905) (2,370) Net loans 209,128 182,505 Changes in the reserve for loan losses for the quarter ended and nine- month period ended September 30, 1997 and 1996 and the year ended December 31, 1996 are summarized as follows: Quarter Ended Nine Months Ended December September 30, September 30, 1997 1996 1997 1996 1996 Balance, beginning of period $ 2,707 $ 2,321 $ 2,370 $ 2,242 $ 2,242 Charge-offs: Commercial, financial, and agricultural 20 0 84 41 108 Real Estate - construction and mortgage 0 0 4 3 22 Loans to individuals 99 77 256 216 299 Total charge-offs $ 119 $ 77 $ 344 $ 260 $ 429 Recoveries: Commercial, financial, and agricultural $ 45 $ 3 $ 67 $ 42 $ 47 Real Estate - construction and mortgage 92 4 106 10 15 Loans to individuals 30 18 106 95 135 Total recoveries $ 167 $ 25 $ 279 $ 147 $ 197 Net charge-offs/(recoveries) $ (48) $ 52 $ 65 $ 113 $ 232 Additions charge to operations $ 150 $ 90 $ 600 $ 230 $ 360 Balance, end of period $ 2,905 $ 2,359 $ 2,905 $ 2,359 $ 2,370 Ratio of net charge-offs during the period to average loans outstanding during the period - % .03% .03% .07% .14% The entire balance is available to absorb future loan losses. At September 30, 1997 and December 31, 1996 loans on which no interest was being accrued totalled approximately $16 and $377, respectively and foreclosed real estate totalled $16 and $0, respectively; and loans 90 days past due and still accruing totalled $139 and $77, respectively. 8 NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES, continued OTHER INTEREST BEARING ASSETS The Bank maintains an investment in an executive life insurance program through Confederation Life Insurance and Annuity Company, Inc. During 1994 the Michigan Insurance Commission seized control of this United States Corporation due to a similar action by the Canadian regulatory authorities over the company's parent corporation, Confederation Life Insurance Company. Regulatory oversight began as concerns regarding investment losses of the parent corporation developed during 1993 and 1994. Management determined that any impairment of the approximate $2,100,000 cash surrender value of the policies is remote due to the financial stability of the U.S. subsidiary. Subsequently, on October 23, 1996, a plan of Rehabilitation for Confederation Life Insurance Company (U.S.) was confirmed by the State of Michigan in the Circuit Court for the County of Ingham. The plan provides for the assumption of company owned life insurance policies (COLI), such as the Bank's to be assumed by Pacific Mutual Life Insurance Company. Under the agreement, holders of COLI Policies will have the option to receive a policy reinsured by Pacific Mutual which is expected to have the same account value and substantially the same contract terms as the original policy or to receive the liquidation or "opt-out" value of that policy. The Bank's COLI policies have been reinsured by Pacific Mutual during the third quarter of 1997 with total cash surrender values totalling approximately $112,000 above the $2,100,000 carrying value on the Bank's books. Management is awaiting official permission from the Office of the Comptroller of the Currency to return this asset to accrual status and to adjust the carrying value. Notice is anticipated during the fourth quarter of 1997 or, at the latest, the first quarter of 1998. The Bank's independent external auditors have revisited the facts and circumstances regarding the investment in the COLI program and have read the significant uncertainties requiring the recognition of a loss contingency as of the date of this report. As of September 30, 1997, the Company does not have any other interest- bearing assets that would be required to be disclosed under Item III.C.1. or 2. if such assets were loans. NOTE 5 - PREMISES AND EQUIPMENT Property at September 30, 1997 and December 31, 1996 is summarized as follows: September 30, December 31, 1997 1996 Land and buildings $ 8,841 $ 8,358 Furniture, fixtures and equipment 5,297 5,404 Construction in progress 12 45 $ 14,150 $ 13,807 Less accumulated depreciation and amortization 7,152 6,941 $ 6,998 $ 6,866 Depreciation and amortization of bank premises and equipment charged to operating expense was $158 and $482 for the quarter ended and the nine month period ended September 30, 1997, respectively and $757 for the year ended December 31, 1996. 9 NOTE 6 - CERTIFICATES OF DEPOSIT IN EXCESS OF $100,000 At September 30, 1997 and December 31, 1996, certificates of deposit of $100,000 or more included in time deposits totaled approximately $48,971 and $34,318 respectively. Interest expense on these deposits was approximately $695 and $2,052 for the quarter ended and the nine-month period ended September 30, 1997 and $1,639 for the year ended December 31, 1996. NOTE 7 - SECURITIES SOLD UNDER REPURCHASE AGREEMENTS At September 30, 1997 and December 31, 1996, securities sold under repurchase agreements totaled approximately $37,922 and $29,018. U.S. Government securities with a book value of $45,481 ($45,700 market value) and $42,181 ($42,174 market value), respectively, are used as collateral for the agreements. The weighted-average interest rate of these agreements was 4.60 percent and 4.71 percent at September 30, 1997 and December 31, 1996. NOTE 8 - LINES OF CREDIT At September 30, 1997 the Bank had unused short-term lines of credit to purchase Federal Funds from unrelated banks totaling $17,000. These lines of credit are available on a one to seven day basis for general corporate purposes of the Bank. All of the lenders have reserved the right to withdraw these lines at their option. The Bank has a demand note through the U.S. Treasury, Tax and Loan system with the Federal Reserve Bank of Richmond. The Bank may borrow up to $5,000 under the arrangement at a variable interest rate. The note is secured by U.S. Treasury Notes with a market value of $5,639 at September 30, 1997. The amount outstanding under the note totaled $4,303 and $2,319 at September 30, 1997 and December 31, 1996, respectively. NOTE 9 - INCOME TAXES Income tax expense for the quarter ended September 30, 1997 and September 30, 1996 on pretax income of $2,308 and $1,832 totalled $805 and $611 respectively. Income tax expense for the nine-month period ended September 30, 1997 and September 30, 1996 on pretax income of $5,888 and $4,663 totalled $2,120 and $1,559 respectively. The provision for federal income taxes is calculated by applying the 34% statutory federal income tax rate and increasing or reducing this amount due to any tax-exempt interest, state bank tax (net of federal benefit), business credits, surtax exemption, tax preferences, alternative minimum tax calculations, or other factor. A summary of income tax components and a reconciliation of income taxes to the federal statutory rate is included in fiscal year-end reports. Effective January 1, 1992, the Company adopted the provisions of Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes". SFAS 109 replaces SFAS 96 beginning in 1993, with early implementation permitted. The impact of the adoption of SFAS 109 is not considered to be material. 10 NOTE 10 - COMMITMENTS AND CONTINGENT LIABILITIES From time to time the bank subsidiary is a party to various litigation, both as plaintiff and as defendant, arising from its normal operations. No material losses are anticipated in connection with any of these matters at September 30, 1997. Also, in the normal course of business, the bank subsidiary has outstanding commitments to extend credit and other contingent liabilities, which are not reflected in the accompanying financial statements. At September 30, 1997, commitments to extend credit totalled $22,782; financial standby letters of credit totalled $74; and performance standby letters of credit totalled $1,451. In the opinion of management, no material losses or liabilities are expected as a result of these transactions. NOTE 11 - EMPLOYEE BENEFIT PLAN The Bank has a defined contribution pension plan covering all employees who have attained age twenty-one and have a minimum of one year of service. Upon ongoing approval of the Board of Directors, the Bank matches one-hundred percent of employee contributions up to one percent of employee salary deferred and fifty percent of employee contributions in excess of one percent and up to six percent of salary deferred. The Board of Directors may also make discretionary contributions to the Plan. For the three-month and nine month period ended September 30, 1997 and years ended December 31, 1996, 1995 and 1994, $92, $270, $336, $266, and $295, respectively, was charged to operations under the plan. NOTE 12 - REGULATORY MATTERS The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory -and possibly additional discretionary - actions by regulators that, if undertaken, could have a direct material effect on the financial statements. The regulations require the Bank to meet specific capital adequacy guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital classification is also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the maintenance of minimum amounts and ratios (set forth in the table below) of Tier I capital to adjusted total assets (Leverage Capital ratio) and minimum ratios of Tier I and total capital to risk-weighted assets. To be considered adequately capitalized under the regulatory framework, the Bank must maintain minimum Tier I leverage, Tier I risk-based and total risked-based ratios as set forth in the table. The Bank's actual capital ratios are presented in the table below as of September 30, 1997: To be well capitalized For under prompt capital adequacy corrective action purposes provisions Actual Minimum Minimum Amount Ratio Amount Ratio Amount Ratio Total Capital (to risk $39,110 17.81% $17,569 8.0% $21,962 10.0% weighted assets) Tier I Capital (to risk 36,365 16.56 8,785 4.0 13,177 6.0 weighted assets) Tier I Capital (to avg. 36,365 9.74 14,933 4.0 18,666 5.0 assets) 11 NOTE 13 - CONDENSED FINANCIAL INFORMATION Following is condensed financial information of CNB Corporation (parent company only): CONDENSED BALANCE SHEET SEPTEMBER 30, 1997 (Unaudited) ASSETS Cash $ 1,184 Investment in subsidiary 36,467 Fixed assets 751 Other assets 37 $ 38,439 LIABILITIES AND STOCKHOLDERS' EQUITY Other liability $ 0 Stockholders' equity 38,439 $ 38,439 CONDENSED STATEMENT OF INCOME For the nine-month period ended September 30, 1997 (Unaudited) EQUITY IN NET INCOME OF SUBSIDIARY $ 3,794 OTHER INCOME 0 OTHER EXPENSES (26) Net Income $ 3,768 12 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's Discussion and Analysis is provided to afford a clearer understanding of the major elements of the corporation's results of operations, financial condition, liquidity,and capital resources. The following discussion should be read in conjunction with the corporation's financial statements and notes thereto and other detailed information appearing elsewhere in this report. In addition, the results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the fiscal year. In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. All such adjustments are of a normal and recurring nature. DISTRIBUTION OF ASSETS AND LIABILITIES The Company maintains a conservative approach in determining the distribution of assets and liabilities. Loans, net of unearned income, have increased 21.2% from $174,986 at September 30, 1996 to $212,033 at September 30, 1997 and have increased as a percentage of total assets from 50.2% to 54.6% over the same period as loan demand has remained strong in our market. Correspondingly, securities and federal funds sold have decreased as a percentage of total assets from 42.5% at September 30, 1996 to 38.6% at September 30, 1997. This level of investments and federal funds sold provides for a more than adequate supply of secondary liquidity. Management has sought to build the deposit base with stable, relatively non-interest-sensitive deposits by offering the small to medium deposit account holders a wide array of deposit instruments at competitive rates. Non-interest-bearing demand deposits increased as a percentage of total assets from 16.0% at September 30, 1996 to 16.7% at September 30, 1997. However, as more customers, both business and personal, are attracted to interest-bearing deposit accounts, we expect a decline in the percentage of demand deposits over the long-term. Interest-bearing deposits have decreased from 63.0% of total assets at September 30, 1996 to 61.8% at September 30, 1997 while securities sold under agreement to repurchase have increased from 9.6% to 9.8% over the same period. Some migration from term repurchase agreements to certificates of deposits occurred during 1996 and 1997 due to lower FDIC premium levels. The following table sets forth the percentage relationship to total assets of significant component's of the corporation's balance sheet as of September 30, 1997 and 1996: September 30, Assets: 1997 1996 Earning assets: Loans, net of unearned income 54.6% 50.2% Investment securities 18.2 21.6 Securities Available for Sale 15.5 18.3 Federal funds sold and securities purchased under agreement to resell 4.9 2.6 Other earning assets - - Total earning assets 93.2 92.7 Other assets 6.8 7.3 Total assets 100.0% 100.0% Liabilities and stockholders' equity: Interest-bearing liabilities: Interest-bearing deposits 61.8% 63.0% Federal funds purchased and securities sold under agreement to repurchase 9.8 9.6 Other short-term borrowings 1.1 .8 Obligations under mortgages and capital leases - - Total interest-bearing liabilities 72.7 73.4 Noninterest-bearing deposits 16.7 16.0 Other liabilities .7 .7 Stockholders' equity 9.9 9.9 Total liabilities and stockholders' equity 100.0% 100.0% 13 RESULTS OF OPERATION CNB Corporation experienced earnings for the three-month period ended September 30, 1997 and 1996 of $1,503 and $1,221, respectively, resulting in a return on average assets of 1.55% and 1.40% and a return on average stockholders' equity of 16.02% and 14.42%. CNB Corporation experienced earnings for the nine-month period ended September 30, 1997 and 1996 of $3,768 and $3,104, respectively, resulting in a return on average assets of 1.35% and 1.21% and a return on average stockholders' equity of 14.05% and 12.34%. The earnings were primarily attributable to net interest margins in each period (see Net Income-Net Interest Income). Other factors include management's ongoing effort to maintain other income at adequate levels (see Net Income - Other Income) and to control other expenses (see Net Income - Other Expenses). This level of earnings, coupled with a conservative dividend policy, have supplied the necessary capital funds to support the growth in total assets. Total assets have increased $40,152 or 11.5% from $348,518 at September 30, 1996 to $388,670 at September 30, 1997. The following table sets forth the financial highlights for the three-month and nine-month periods ending September 30, 1997 and September 30, 1996: CNB Corporation CNB Corporation and Subsidiary FINANCIAL HIGHLIGHTS (All Dollar Amounts, Except Per Share Data, in Thousands) Three-Month Period Nine-Month Period Ended September 30, Ended September 30, Percent Percent Increase Increase 1997 1996 (Decrease) 1997 1996 (Decrease) Net interest income after provision for loan losses 3,986 3,522 13.2% 11,255 10,023 12.3% Income before income taxes 2,308 1,832 26.0 5,888 4,663 26.3 Net Income 1,503 1,221 23.1 3,768 3,104 21.4 Per Share (1) 2.51 2.05 22.4 6.30 5.20 21.2 Cash dividends declared 0 0 - 0 0 - Per Share (1) 0 0 - 0 0 - Total assets 388,670 348,518 11.5% 388,670 348,518 11.5% Total deposits 305,317 275,529 10.8 305,317 275,529 10.8 Loans, net of unearned income 212,033 174,986 21.2 212,033 174,986 21.2 Investment securities and securities available for sale 131,132 139,097 (5.7) 131,132 139,097 (5.7) Stockholders' equity 38,439 34,651 10.9 38,439 34,651 10.9 Book value per share(1) 64.22 58.05 10.6 64.22 58.05 10.6 Ratios (2): Annualized return on average total assets 1.55% 1.40% 10.7% 1.35% 1.21% 11.6 Annualized return on average stockholders' equity 16.02% 14.42% 11.1% 14.05% 12.34% 13.9% (1) Adjusted for the effect of a 25% stock dividend issued during the third quarter of 1997. (2) For the three-month period ended September 30, 1997 and September 30, 1996, average total assets amounted to $388,016 and $348,487 with average stockholders' equity totaling $37,524 and $33,878, respectively. For the nine-month period ended September 30, 1997 and September 30, 1996, average total assets amounted to $373,326 and $340,707 with average stockholders' equity totaling $35,748 and $33,130, respectively. 14 NET INCOME Net Interest Income - Earnings are dependent to a large degree on net interest income, defined as the difference between gross interest and fees earned on earning assets, primarily loans and securities, and interest paid on deposits and borrowed funds. Net interest income is effected by the interest rates earned or paid and by volume changes in loans, securities, deposits, and borrowed funds. Interest rates paid on deposits and borrowed funds and earned on loans and investments have generally followed the fluctuations in market interest rates in 1997 and 1996. However, fluctuations in market interest rates do not necessarily have a significant impact on net interest income, depending on the bank's rate sensitivity position. A rate sensitive asset (RSA) is any loan or investment that can be repriced either up or down in interest rate within a certain time interval. A rate sensitive liability (RSL) is an interest paying deposit or other liability that can be repriced either up or down in interest rate within a certain time interval. When a proper balance between RSA and RSL exists, market interest rate fluctuations should not have a significant impact on earnings. The larger the imbalance, the greater the interest rate risk assumed by the bank and the greater the positive or negative impact of interest rate fluctuations on earnings. The bank seeks to manage its assets and liabilities in a manner that will limit interest rate risk and thus stabilize longrun earning power. Management believes that a rise or fall in interest rates will not materially effect earnings. The Bank has maintained adequate net interest margins for the three-month and nine-month periods ended September 30, 1997 and 1996 by earning satisfactory yields on loans and securities and funding these assets with a favorable deposit mix containing a significant level of noninterest-bearing demand deposits. Fully-tax-equivalent net interest income showed a 14.1% increase from $3,707 for the three-month period ended September 30, 1996 to $4,229 for the three-month period ended September 30, 1997. During the same period, total fully-tax-equivalent interest income increased by 14.4% from $6,337 to $7,251 and total interest expense increased by 14.9% from $2,630 to $3,022. Fully-tax-equivalent net interest income as a percentage of total earning assets has shown an increase of .10% from 4.57% for the three-month period ended September 30, 1996 to 4.67% for the three-month period ended September 30, 1997. Fully-tax-equivalent net interest income showed a 15.1% increase from $10,539 for the nine-month period ended September 30, 1996 to $12,131 for the nine- month period ended September 30, 1997. During the same period, total fully- tax-equivalent interest income increased by 13.0% from $18,479 to $20,873 and total interest expense increased by 10.1% from $7,940 to $8,742. Fully-tax- equivalent net interest income as a percentage of total earning assets has shown an increase of .21% from 4.43% for the nine-month period ended September 30, 1996 to 4.64% for the nine-month period ended September 30, 1997. The tables on the following four pages present selected financial data and an analysis of net interest income. 15 CNB Corporation and Subsidiary Selected Financial Data Three Months Ended 9/30/97 Three Months Ended 9/30/96 Avg. Interest Avg. Ann. Avg. Interest Avg.Ann. Balance Income/ Yield or Balance Income/ Yield or Expense(1) Rate Expense(1) Rate Assets: Earning assets: Loans, net of unearned income $209,965 $ 4,904 9.34% $173,342 $ 4,033 9.31% Securities: Taxable 118,336 1,792 6.06 127,011 1,904 6.00 Tax-exempt 13,879 272 7.84 14,201 280 7.89 Federal funds sold and securities purchased under agreement to resell 20,400 283 5.55 9,830 120 4.88 Other earning assets 0 0 - 0 0 - Total earning assets 362,580 7,251 8.00 324,384 6,337 7.81 Other assets 25,436 24,103 Total assets $388,016 $348,487 Liabilities and stockholders'equity Interest-bearing liabilities: Interest-bearing deposits $240,732 2,539 4.22 $216,475 $ 2,176 4.02 Federal funds purchased and securities sold under agreement to repurchase 38,553 462 4.79 36,402 436 4.79 Other short-term borrowings 1,612 21 5.21 1,335 18 5.39 Obligations under mortgages and capitalized leases 0 0 - 6 0 8.00 Total interest-bearing liabilities $280,897 $ 3,022 4.30 $254,218 $ 2,630 4.14 Noninterest-bearing deposits 65,621 55,277 Other liabilities 3,974 5,114 Stockholders' equity 37,524 33,878 Total liabilities and stockholders' equity $388,016 $348,487 Net interest income as a percent of total earning assets $362,580 $ 4,229 4.67 $324,384 $ 3,707 4.57 (1) Tax-equivalent adjustment based on a 34% tax rate $ 93 $ 95 Ratios: Annualized return on average total assets 1.55 1.40 Annualized return on average stockholders' equity 16.02 14.42 Cash dividends declared as a percent of net income 0 0 Average stockholders' equity as a percent of: Average total assets 9.67 9.72 Average total deposits 12.25 12.47 Average loans, net of unearned income 17.87 19.54 Average earning assets as a percent of average total assets 93.44 93.08 16 CNB Corporation and Subsidiary Selected Financial Data Nine Months Ended 9/30/97 Nine Months Ended 9/30/96 Avg. Interest Avg. Ann. Avg. Interest Avg.Ann. Balance Income/ Yield or Balance Income/ Yield or Expense(1) Rate Expense(1) Rate Assets: Earning assets: Loans, net of unearned income $201,261 $14,103 9.34% $166,574 $11,629 9.31% Securities: Taxable 119,100 5,377 6.02 127,665 5,660 5.91 Tax-exempt 13,791 811 7.84 13,973 842 8.03 Federal funds sold and securities purchased under agreement to resell 14,552 582 5.33 9,124 348 5.09 Other earning assets 0 0 - 0 0 - Total earning assets 348,704 20,873 7.98 317,336 18,479 7.76 Other assets 24,622 23,371 Total assets $373,326 $340,707 Liabilities and stockholders'equity Interest-bearing liabilities: Interest-bearing deposits $238,686 7,414 4.14 $211,485 $ 6,392 4.03 Federal funds purchased and securities sold under agreement to repurchase 36,099 1,272 4.70 41,270 1,501 4.85 Other short-term borrowings 1,470 56 5.08 1,113 47 5.63 Obligations under mortgages and capitalized leases 0 0 - 8 0 8.00 Total interest-bearing liabilities $276,255 $ 8,742 4.22 $253,876 $ 7,940 4.17 Noninterest-bearing deposits 58,073 51,379 Other liabilities 3,250 2,322 Stockholders' equity 35,748 33,130 Total liabilities and stockholders' equity $373,326 $340,707 Net interest income as a percent of total earning assets $348,704 $12,131 4.64 $317,336 $10,539 4.43 (1) Tax-equivalent adjustment based on a 34% tax rate $ 276 $ 286 Ratios: Annualized return on average total assets 1.35 1.21 Annualized return on average stockholders' equity 14.05 12.49 Cash dividends declared as a percent of net income 0 0 Average stockholders' equity as a percent of: Average total assets 9.58 9.72 Average total deposits 12.05 12.60 Average loans, net of unearned income 17.76 19.89 Average earning assets as a percent of average total assets 93.40 93.14 17 CNB Corporation and Subsidiary Rate/Volume Variance Analysis For the Three Months Ended September 30, 1997 and 1996 (Dollars in Thousands) Change Average Average Interest Interest Change Change Due To Volume Volume Yield/Rate Yield/Rate Earned/Paid Earned/Paid Due to Due To Rate X 1997 1996 1997 (1) 1996 (1) 1997 (1) 1996 (1) Variance Rate Volume Volume Earning Assets: Loans, Net of unearned income (2) 209,965 173,342 9.34% 9.31% 4,904 4,033 871 13 852 6 Investment securities: Taxable 118,336 127,011 6.06% 6.00% 1,792 1,904 (112) 19 (130) (1) Tax-exempt 13,879 14,201 7.84% 7.89% 272 280 (8) (2) (6) - Federal funds sold and securities purchased under agreement to resell 20,400 9,830 5.55% 4.88% 283 120 163 16 129 18 Other earning assets 0 0 - - 0 0 0 - - - Total Earning Assets 362,580 324,384 8.00% 7.81% 7,251 6,337 914 46 845 23 Interest-bearing Liabilities: Interest-bearing deposits 240,732 216,475 4.22% 4.02% 2,539 2,176 363 108 244 11 Federal funds purchased and securities sold under agreement to repurchase 38,553 36,402 4.79% 4.79% 462 436 26 - 26 - Other short-term borrowings 1,612 1,335 5.21% 5.39% 21 18 3 (1) 4 - Mortgage indebtedness and obligations under capital- ized leases 0 6 - 8.00% 0 0 0 - - - Total Interest-bearing Liabilities 280,897 254,218 4.30% 4.14% 3,022 2,630 392 107 274 11 Interest-free Funds Supporting Earning Assets 81,683 70,166 Total Funds Supporting Earning Assets 362,580 324,384 3.33% 3.24% 3,022 2,630 392 107 274 11 Interest Rate Spread 3.70% 3.67% Impact of Non-interest-bearing Funds on Net Yield on Earning Assets .97% .90% Net Yield on Earning Assets 4.67% 4.57% 4,229 3,707 (1) Tax-equivalent adjustment based on a 34% tax rate. (2) Includes non-accruing loans which does not have a material effect on the Net Yield on Earning Assets. 18 CNB Corporation and Subsidiary Rate/Volume Variance Analysis For the Nine Months Ended September 30, 1997 and 1996 (Dollars in Thousands) Change Average Average Interest Interest Change Change Due To Volume Volume Yield/Rate Yield/Rate Earned/Paid Earned/Paid Due to Due To Rate X 1997 1996 1997 (1) 1996 (1) 1997 (1) 1996 (1) Variance Rate Volume Volume Earning Assets: Loans, Net of unearned income (2) 201,261 166,574 9.34% 9.31% 14,103 11,629 2,474 37 2,422 15 Investment securities: Taxable 119,100 127,665 6.02% 5.91% 5,377 5,660 (283) 105 (380) (8) Tax-exempt 13,791 13,973 7.84% 8.03% 811 842 (31) (20) (11) - Federal funds sold and securities purchased under agreement to resell 14,552 9,124 5.33% 5.09% 582 348 234 16 207 11 Other earning assets 0 0 - - 0 0 0 - - - Total Earning Assets 348,704 317,336 7.98% 7.76% 20,873 18,479 2,394 138 2,238 18 Interest-bearing Liabilities: Interest-bearing deposits 238,686 211,485 4.14% 4.03% 7,414 6,392 1,022 174 822 26 Federal funds purchased and securities sold under agreement to repurchase 36,099 41,270 4.70% 4.85% 1,272 1,501 (229) (46) (188) 5 Other short-term borrowings 1,470 1,113 5.08% 5.63% 56 47 9 (4) 15 (2) Mortgage indebtedness and obligations under capital- ized leases 0 8 - 8.00% 0 0 0 - - - Total Interest-bearing Liabilities 276,255 253,876 4.22% 4.17% 8,742 7,940 802 124 649 29 Interest-free Funds Supporting Earning Assets 72,449 63,460 Total Funds Supporting Earning Assets 348,704 317,336 3.34% 3.33% 8,742 7,940 802 124 649 29 Interest Rate Spread 3.76% 3.59% Impact of Non-interest-bearing Funds on Net Yield on Earning Assets .88% .84% Net Yield on Earning Assets 4.64% 4.43% 12,131 10,539 (1) Tax-equivalent adjustment based on a 34% tax rate. (2) Includes non-accruing loans which does not have a material effect on the Net Yield on Earning Assets. 19 NET INCOME (continued) Provision for Possible Loan Losses - It is the policy of the bank to maintain the reserve for possible loan losses at the greater of 1.20% of net loans or the percentage based on the actual loan loss experience over the previous five years. In addition, management may increase the reserve to a level above these guidelines to cover potential losses identified in the portfolio. The provision for possible loan losses was $150 for the three-month period ended September 30, 1997 and $90 for the three-month period ended September 30, 1996. Net loan charge-offs/(recoveries) totaled $(48) for the three-month period ended September 30, 1997 and $52 for the same period in 1996. The provision for possible loan losses was $600 for the nine-month period ended September 30, 1997 and $230 for the nine-month period ended September 30, 1996. Net loan charge-offs/(recoveries) totaled $65 for the nine-month period ended September 30, 1997 and $113 for the same period in 1996. The reserve for possible loan losses as a percentage of net loans was 1.39% at September 30, 1997 and 1.37% at September 30, 1996. The increased provision during the three-month and nine-month period ended September 30, 1997 was due to the increased level of net loan growth. Continued low net charge-offs through the remainder of 1997 are anticipated by management. Securities Transactions - The bank recognized a gain on available-for-sale security transactions for the quarter ended March 31, 1996 of $38. There were no security sales during the second or third quarters of 1996 or during the nine-month period ending September 30, 1997. Management sold approximately $2 million in treasury bonds to fund loan growth and to adjust the Bank's interest sensitivity position. At September 30, 1997, December 31, 1996, and September 30, 1996 market value appreciation/(depreciation) in the securities portfolio totaled $715, $202, and $(836). As indicated, market value has increased in 1997 due to falling market interest rates. Other Income - Other income, net of any gains/losses on security transactions, increased by 18.0% from $799 for the three-month period ended September 30, 1996 to $943 for the three-month period ended September 30, 1997. Other income, net of any gains/losses on security transactions, increased by 15.7% from $2,146 for the nine-month period ended September 30, 1996 to $2,482 for the nine-month period ended September 30, 1997. The increase in the three-month and nine-month period ended September 30, 1997 was primarily due to an increase in deposit account volumes; higher merchant discount income, and a June 1, 1997 increase in overall service charge rates. Other Expenses - Other expenses increased by 5.3% from $2,489 for the three- month period ended September 30, 1996 to $2,621 for the three-month period ended September 30, 1997. The major components of other expenses are salaries and employee benefits which increased 2.9% from $1,492 to $1,535; occupancy expense which increased 1.3% from $375 to $380; and other operating expenses which increased by 13.5% from $621 to $705. Occupancy expense has remained flat as depreciation expense has decreased 7.6% from $171 during the third quarter of 1996 to $158 for the same period in 1997. 20 Other Expenses (continued) - Other expenses increased by 4.0% from $7,544 for the nine-month period ended September 30, 1996 to $7,849 for the nine-month period ended September 30, 1997. The major components of other expenses are salaries and employee benefits which increased 4.2% from $4,426 to $4,611; occupancy expense which decreased 4.7% from $1,285 to $1,224; and other operating expense which increased by 9.8% from $1,831 to $2,011. Occupancy expense has declined as depreciation expense has decreased 17.6% from $585 during the first three quarters of 1996 to $482 for the same period in 1997. Income Taxes - Provisions for income taxes increased 31.8% from $611 for the three-month period ended September 30, 1996 to $805 for the three-month period ended September 30, 1997. Income before income taxes less interest on tax-exempt investment securities increased by 29.3% from $1,647 for the three-month period ended September 30, 1996 to $2,129 for the same period in 1997. State tax liability increased as income before income taxes increased 26.0% from $1,832 to $2,308 during the same period. Provisions for income taxes increased 36.0% from $1,559 for the nine-month period ended September 30, 1996 to $2,120 for the nine-month period ended September 30, 1997. Income before income taxes less interest on tax-exempt investment securities increased by 30.3% from $4,107 for the nine-month period ended September 30, 1996 to $5,353 for the same period in 1997 and state tax liability increased as income before income taxes increased 26.3% from $4,663 to $5,888 during the same period. LIQUIDITY The bank's liquidity position is primarily dependent on short-term demands for funds caused by customer credit needs and deposit withdrawals and upon the liquidity of bank assets to meet these needs. The bank's liquidity sources include cash and due from banks, federal funds sold, and short-term investments. In addition, the bank has established federal funds lines of credit from correspondent banks and has the ability, on a short-term basis, to borrow funds from the Federal Reserve System. Management feels that liquidity sources are more than adequate to meet funding needs. CAPITAL RESOURCES Total stockholders' equity was $38,439, $34,496, $32,195, and $28,857 at September 30, 1997, December 31, 1996, December 31, 1995, and December 31, 1994, representing 9.89%, 10.09%, 9.91%, and 9.71% of total assets, respectively. At September 30, 1997, the Bank exceeds quantitative measures established by regulation to ensure capital adequacy (see NOTE 12 -REGULATION MATTERS). Capital is considered sufficient by management to meet current and prospective capital requirements and to support anticipated growth in bank operations. The company paid an approximate 25% stock dividend on September 12, 1997. It is the Board's intention to continue paying a $3.00 per share annual cash dividend on the increased number of outstanding shares which will have the effect of increasing the cash dividend payout ratio and cash dividend yield. 21 EFFECTS OF REGULATORY ACTION The management of the Company and the Bank are not aware of any current recommendations by the regulatory authorities which, if they were to be implemented, would have a material effect on liquidity, capital resources, or operations. In March 1995, the FASB issued SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." The statement requires that long-lived assets and certain identified intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The statement is effective for the Company for the fiscal year ending December 31, 1996 and does not have a significant impact on the Company's financial statements. In May 1995, the FASB issued SFAS 122, "Accounting For Mortgage Servicing Rights," which amends SFAS No. 65, "Accounting For Mortgage Banking Activities." This statement allows the capitalization of servicing-related costs associated with mortgage loans that are originated for sale, and to create servicing assets for such loans. Prior to this statement, originated mortgage servicing rights were generally accorded off-balance sheet treatment. The statement is effective for the Company for the fiscal year ending December 31, 1996. The adoption will have no material effect on the Company's financial condition or results of operations. The FASB issued SFAS No. 123, "Accounting For Stock-based Compensation," in October 1995. This statement supersedes APB Opinion No. 25, "Accounting For Stock Issued to Employees" and established financial accounting and reporting standards for stock-based employee compensation plans. Those plans include all arrangements by which employees receive shares of stock or other equity instruments of the employer or the employer incurs liabilities to employees in amounts based on the price of the employer's stock. The statement also applies to transactions in which an entity issues its equity instruments to acquire goods or services from nonemployees. This pronouncement does not apply to the Company and therefore will have no effect upon adoption. In June 1996, the FASB issued SFAS 125 "Accounting For Transfers and Servicing of Financial Assets and Extinguishment of Liabilities." FASB's objective is to develop consistent accounting standards for such transactions, including determining when financial assets should be considered sold and removed from the statement of financial position and when related revenues and expenses should be recognized. This approach focuses on analyzing the components of financial asset transfers and requires each party to a transfer to recognize the financial assets it controls and liabilities it has incurred and remove such assets from the statement of financial position when control over them has been relinquished. The statement is not expected to have a significant impact on the accounting practices of the Company and is generally effective for transactions entered into after December 31, 1996. EXHIBITS AND REPORTS ON FORM 8-K See Exhibit Index appearing below. (b) Reports on Form 8-K - No reports on Form 8-K were filed during the quarter covered by this report. EXHIBIT INDEX Exhibit Number 27 Financial Data Schedule - Article 9 Financial Data Schedule for 10-Q for electronic filers (pages 24 and 25). All other exhibits, the filing of which are required with this Form, are not applicable. 22 CNB Corporation SIGNATURE 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. CNB Corporation (Registrant) Paul R. Dusenbury _________________________________________ Paul R. Dusenbury Treasurer (Chief Financial and Accounting Officer) Date: November 13, 1997 23