UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (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, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-15600 CBC BANCORP, INC. (Exact name of registrant as specified in its charter) CONNECTICUT 06-1179862 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 128 Amity Road, Woodbridge, CT 06525 (Address or principal executive offices) (Zip Code) (203) 389-2800 (Registrant's telephone number, including area code) NONE (Former name, former address and former fiscal year if changed from last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of September 30, 1995, there were 2,012,514 shares of CBC Bancorp, Inc. Common Stock, par value $.01 per share, outstanding. CBC BANCORP, INC. PART I. FINANCIAL INFORMATION PAGE Item 1. Financial Statements Unaudited Consolidated Balance Sheets 1 September 30, 1995 and December 31, 1994 Unaudited Consolidated Statements of Operations 2 Three Months and Nine Months Ended September 30, 1995 and September 30, 1994 Unaudited Consolidated Statements of Changes in 3 Shareholders' Equity -- Nine Months Ended September 30, 1995 and September 30, 1994 Unaudited Consolidated Statements of Cash Flows 4 Nine Months Ended September 30, 1995 and September 30, 1994 Notes to Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of 6 Financial Condition and Results of Operations PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 13 SIGNATURES 14 CBC BANCORP, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS September December 30, 31, (Dollars in 000's) 1995 1994 (UNAUDITED) ASSETS LOANS (net of allowance for loan $54,575 $59,070 losses: 1995, $2,027; 1994, $2,637): INVESTMENT SECURITIES Held to Maturity -- 6,909 Held for Sale 6,055 7,280 FEDERAL FUNDS SOLD 4,750 5,700 TOTAL EARNING ASSETS 65,380 78,959 CASH AND DUE FROM BANKS 3,404 3,130 ACCRUED INTEREST RECEIVABLE 684 858 PROPERTY AND EQUIPMENT - NET 819 973 OTHER ASSETS HELD FOR LEASE 7,573 3,894 PREPAID AND OTHER ASSETS 817 595 OTHER REAL ESTATE OWNED 3,819 4,313 TOTAL ASSETS $82,496 $92,722 LIABILITIES AND SHAREHOLDERS' EQUITY DEPOSITS: Demand $8,322 $9,248 Savings and NOW 13,017 14,979 Money market 2,921 5,090 Time deposits under $100 49,717 52,584 Time deposits of $100 or 4,861 5,573 more TOTAL DEPOSITS $78,838 $87,474 ACCRUED INTEREST PAYABLE 446 941 DIVIDENDS PAYABLE 1,179 649 OTHER LIABILITIES 423 743 SENIOR NOTES 148 148 CAPITAL NOTES 220 220 MANDATORY CONVERTIBLE CAPITAL 1,090 1,090 NOTES TOTAL LIABILITIES $82,344 $91,265 COMMITMENTS AND CONTINGENT LIABILITIES SHAREHOLDERS' EQUITY: Preferred Stock $10,220 $9,830 Common Stock 20 20 Additional paid-in capital 10,113 11,032 Unrealized gain (loss) on (24) (218) marketable equity securities Accumulated deficit (20,177) (19,207) TOTAL SHAREHOLDERS' EQUITY 152 1,457 TOTAL LIABILITIES AND $82,496 $92,722 SHAREHOLDERS' EQUITY The accompanying notes are an integral part of these consolidated financial statements. CBC BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Nine Months Ended Ended September 30, September 30, (Dollars in 000's except per 1995 1994 1995 1994 share data) (UNAUDITED) INTEREST INCOME: Interest and fees on loans $1,368 $1,631 $3,930 $5,290 Interest and dividends on investments: U.S. Treasury securities 72 80 318 280 U.S. Government agency -- -- -- 33 securities Other securities 11 14 53 48 Interest on federal funds 56 39 180 115 sold TOTAL INTEREST INCOME $1,507 $1,764 $4,481 $5,766 INTEREST EXPENSE: Interest on deposits: Savings and time deposits $745 $679 $2,097 $2,301 under $100 Time deposits of $100 or 73 53 238 145 more Total Interest on Deposits 818 732 2,335 2,446 Interest on borrowed money: Long-term borrowings 44 79 130 155 Treasury demand note -- -- -- 4 accounts Other 7 8 21 17 Total Interest on borrowed 51 87 151 176 money TOTAL INTEREST EXPENSE 869 819 2,486 2,622 NET INTEREST INCOME 638 945 1,995 3,144 Provision for loan losses -- -- 350 1,641 NET INTEREST INCOME (LOSS) AFTER PROVISION FOR LOAN LOSSES $638 $945 $1,645 $1,503 OTHER OPERATING INCOME: Service fees on deposits $87 $158 $319 $500 Processing and transfer fees 21 18 73 50 Net gain (loss) on sale of (15) -- (16) (822) securities Gain on sale of lease -- -- -- 227 Lease asset income 161 294 477 404 Gain on sale of loans 0 112 62 180 Other 35 55 106 173 TOTAL OTHER OPERATING INCOME $289 $637 $1,021 $712 OTHER OPERATING EXPENSES: Salaries and employee $534 $609 $1,650 $1,800 benefits Occupancy 81 121 242 378 Supplies and communications 46 58 130 157 Professional services 120 338 358 1,016 Furniture and equipment 20 20 59 59 maintenance Depreciation and amortization 52 59 154 171 FDIC insurance 61 78 198 267 Other insurance 19 22 63 81 Other real estate owned 135 208 575 818 Other 120 36 207 197 TOTAL OTHER OPERATING $1,188 $1,549 $3,636 $4,944 EXPENSES INCOME (LOSS) BEFORE INCOME TAX AND EXTRAORDINARY ITEM (261) 33 (970) (2,729) Income tax -- -- -- 2 INCOME BEFORE EXTRAORDINARY (261) 33 (970) (2,731) ITEM Extraordinary item - Tax benefit from net operating loss carryforward -- -- -- -- NET INCOME (LOSS) ($261) $33 ($970) ($2,731) Less preferred stock (315) (148) (919) (307) dividends Loss applicable to common ($576) ($115) ($1,889) ($3,038) stock Income (loss) per common ($ .29) ($ .06) ($ .94) ($1.51) share before extraordinary item Extraordinary item -- -- -- -- Net income (loss) per common ($ .29) ($ .06) ($ .94) ($1.51) share (Primary) Weighted Average Common 2,012,514 2,012,514 2,012,514 2,012,514 Shares (Primary) The accompanying notes are an integral part of these consolidated financial statements. CBC BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 ($ and shares in 000's) (UNAUDITED) Common Unrealized ----Stock------ Loss on Retained Number Additional Marketable Earnings of Preferred Paid-in Equity (Accum. Shares Amount Stock Capital Securities Deficit) Total BALANCE, DECEMBER 31, 2,013 $20 $9,830 $11,032 ($218) ($19,207) $1,457 1994 Preferred dividends (152) (152) accrued Series I Preferred dividends (356) (356) accrued Series II Preferred dividends (411) (411) accrued Series III Change in unrealized 194 194 loss on marketable equity securities Issuance of Preferred 390 390 Stock Net income (loss) (970) (970) BALANCE, SEPTEMBER 30, 2,013 $20 $10,220 $10,113 ($24) ($20,177) $152 1995 BALANCE, DECEMBER 31, 10,061 $100 $1,000 $11,421 $170 ($15,318) ($2,627) 1993 Reverse Stock Split (8,048) (80) 80 -- (one for five) Preferred dividends (100) (100) accrued Series I Preferred dividends (277) (277) accrued Series II Preferred dividends (2) (2) accrued Series III Change in unrealized loss on marketable equity (291) (291) securities Issuance of Preferred 5,260 5,260 Stock Net income (loss) (2,731) (2,731) BALANCE, SEPTEMBER 30, 2,013 $20 $6,260 $11,122 ($121) ($18,049) ($768) 1994 The accompanying notes are an integral part of these consolidated financial statements. CBC BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, ($ IN 000's) (UNAUDITED) 1995 1994 OPERATING ACTIVITIES: Net Income (Loss) ($970) ($2,731) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Provision for losses on loans 350 1,641 Provision for depreciation and amortization 154 171 Increase (decrease) in deferred loan fees (25) (151) and costs - net Amortization of loan purchase premiums -- 378 Amortization (accretion) of net investment 83 136 security premiums (discounts) Loss (gain) on sale of securities 16 822 Loss (gain) on sale and provision for write- 404 408 downs of other real estate owned Decrease in accrued interest receivables 174 268 Decrease (increase) in prepaid and other (183) (263) assets Decrease (increase) in accrued interest (495) (974) payable Increase (decrease) in deferred revenue (23) (223) Increase (decrease) in other liabilities (22) 37 Net cash used by operating activities ($537) ($481) INVESTING ACTIVITIES: Net decrease (increase) in federal funds $950 $5,125 sold Proceeds from sales and maturities of 9,217 11,330 investment securities Purchases of investment securities (988) (1,995) Principal payments on mortgage-backed -- 491 securities Decrease (increase) in loans 2,757 11,384 Proceeds from sales of OREO 1,331 2,759 Purchases of property and equipment (142) (32) Purchase of other assets held for lease (7,959) (4,334) Proceeds from sales of other assets held for 4,280 -- lease Net cash provided by investing activities $9,446 $24,728 FINANCING ACTIVITIES: Net decrease in demand, savings and money ($5,056) ($14,689) market deposit accounts Net decrease in time deposits (3,579) (13,996) Net decrease in treasury demand note account -- (442) Proceeds from issuance of Senior Notes -- 3,378 Proceeds from issuance of Preferred Stock -- 260 Net cash used in financing activities ($8,635) ($25,489) INCREASE (DECREASE) IN CASH AND CASH 274 (1,242) EQUIVALENTS CASH AND DUE FROM BANKS AT BEGINNING OF YEAR 3,130 4,305 CASH AND DUE FROM BANKS AT END OF QUARTER $3,404 $3,063 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the quarter for: Interest on deposits and borrowed money 2,830 3,599 Income taxes -- 2 NONCASH INVESTING AND FINANCING ACTIVITIES: Transfers of loans to Other Real Estate 1,413 2,411 Owned Issuance of preferred stock in exchange for -- 5,000 marketable securities Preferred stock dividend declared and unpaid 529 379 Unrealized gain (loss) on valuation of 194 (291) instruments available for sale Issuance of preferred stock dividend 390 -- CBC BANCORP, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements NOTE A:BASIS OF PRESENTATION The accompanying consolidated financial statements include the accounts of CBC Bancorp, Inc. (the "Company") and its subsidiary, Connecticut Bank of Commerce (the "Bank"). The consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 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 preparing such financial statements, management is required to make estimates and assumptions that effect the reported amounts of assets and liabilities as of the date of the consolidated balance sheets and the revenues and expenses for the period. Actual results could differ significantly from those estimates. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results are not necessarily indicative of the results that may be expected for the year ending December 31, 1995. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1994. NOTE B:REGULATORY MATTERS The Bank and its Board of Directors believe that the Bank has complied fully with each of the terms of the 1991 and 1993 Orders, except for the 6 percent Tier 1 leverage ratio. In connection with the 1994 FDIC regulatory examination of the Bank, the Bank was required to submit a Revised Capital Restoration Plan (the "Capital Plan"); the Capital Plan was approved by the FDIC and the Banking Commissioner in December 1994. On July 11, 1995, the Bank received approval from the FDIC for an amendment to its Capital Plan. The Capital Plan called for a $200,000 capital infusion at December 31, 1994 and a subsequent $1,000,000 infusion at June 30, 1995. The $200,000 infusion was completed; however, the second tranche was delayed due to certain events beyond the Company's control which delayed the effective date of the registration of the securities intended to be offered to raise the necessary capital. The amendment called for an extension until September 30, 1995 to complete the securities registration and to raise a minimum of $1,200,000 million in new capital. The amendment also provided that the Company's majority shareholder would acquire such number of unsold securities in the offering as needed to achieve minimum net proceeds of $1,200,000. On September 29, 1995, the Bank requested a modification to the Capital Plan which called for the injection of $400,000 of capital by the majority shareholder in October 1995 and the injection of the remaining amount necessary for the Bank to achieve the $1.2 million of new equity by November 30, 1995. On October 20, 1995, the Company issued $400,000 of Short-Term Senior Notes, which were offered pursuant to the Company's August 14, 1995 Prospectus, to a company controlled by the majority shareholder in exchange for equity securities with a market value of $400,000. The equity securities were immediately sold by the Company and the proceeds contributed to the Bank. The Bank is awaiting a response from the FDIC to its request. Notwithstanding the foregoing, the ability of the Company and the Bank to complete the required equity offering or to otherwise maintain and increase regulatory capital as projected in the Capital Plan is dependent upon, among other factors, the market conditions for the Company's equity securities, the Bank's ongoing profitability, the future levels of nonperforming assets and the local and the regional economy in which the Bank and its customers operate. In an effort to restore and maintain the financial soundness of the Company, a written agreement (the "Agreement") was entered into with the Federal Reserve Bank of Boston (the "FRB") effective November 2, 1994. The Agreement requires the Company to seek written approval of the FRB prior to declaring or paying dividends, increasing borrowings or incurring debt, engaging in material transactions with the Bank or other affiliated parties, or making cash disbursements in excess of agreed upon amounts. The FRB and the State of Connecticut Banking Department conducted a joint examination of the Company using financial data as of March 31, 1995. The report of inspection was issued September 22, 1995 and had no financial adjustments, and the Company was found to be in general compliance with the Written Agreement. As of June 22, 1995, the Company was notified by NASDAQ that the Company's common stock will no longer be listed on the NASDAQ SmallCap Market due to listing criteria. The Company is in the process of completing steps which will enable its common stock to be quoted on the Over-the-Counter Bulletin Board. NOTE C:PREFERRED STOCK DIVIDEND In accordance with the dividend payment provisions of the Series III Preferred Stock offering, the Board of Directors has voted and the holder agreed to pay stock dividends in lieu of cash dividends in the amount of 39 shares of Preferred Series III Stock with a stated value of $390,000 to the majority shareholder as satisfaction of the same amount of dividends payable to him through September 30, 1995. This action was taken in an effort to preserve the capital surplus of the Company. Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL HIGHLIGHTS CBC BANCORP, INC. AND SUBSIDIARY Nine Months Ended CONDENSED STATEMENTS OF INCOME September 30, ($ In thousands, except per share data) 1995 1994 Net interest income 1,995 3,144 Provision for loan losses 350 1,641 Net interest income after provision for loan 1,645 1,503 losses Investment securities gains (losses) (16) (822) Other non-interest income 1,037 1,534 Other real estate owned expense 575 818 Other non-interest expense 3,061 4,128 NET INCOME (LOSS) (970) (2,731) Common Per share data<F1> Book value (5.00) (3.49) Net income (.94) (1.51) Cash dividends -- -- Financial Ratios Yield on interest-bearing assets 8.29 8.03 Cost of funds 4.44 3.67 Interest rate spread 3.85 4.36 Net interest margin 3.69 4.38 Return on average assets(annualized) -- -- Return on average equity(annualized) -- -- Average equity to average assets .76 (.76) At end of quarter: Loans to deposits 69.22 76.79 Nonperforming loans to total loans 11.06 10.83 Nonperforming assets to total loans and OREO 17.27 19.19 Allowance for loan losses to nonperforming 32.56 44.56 loans Capital ratios of bank subsidiary: Total risk-based 6.01 7.08 Tier 1 risk-based 4.74 5.79 Tier 1 leverage 3.62 4.60 At end of period September 30, 1995 1994 Total assets 82,496 98,693 Net loans 54,575 70,951 Allowance for loan losses (2,027) (3,572) Securities 6,055 7,126 Deposits 78,838 92,395 Stockholders' equity 152 (768) Outstanding shares<F1> 2,012,514 2,012,514 <FN> <F1> Per share financial data and number of shares outstanding have been adjusted to reflect the one for five stock split effective July 25, 1994. </FN> RESULTS OF OPERATIONS The Company's net loss before preferred stock dividends for the nine months ending September 30, 1995 was $970,000 or $.48 per share of common stock, a reduction in loss of $1,761,000 from the loss of $2,731,000 or $1.36 per share of common stock for the prior year period. The large loss in 1994 was due primarily to a charge to earnings of $1,752,000 to increase the loan provision and reduce carrying values of foreclosed assets as the result of the June 30, 1994 FDIC exam. In addition, a $852,000 loss was incurred by the Company on the sale of securities associated with the equity contribution on March 24, 1994. This was offset by a gain of $227,000 from the sale of the Bank's leasehold interest in a parcel of land adjacent to the Bank's main office for cash, resulting in a net loss of $575,000 due to non-recurring events. Total interest income for the nine months ended September 30, 1995 decreased $1,285,000 or 22% from the nine month period ended September 30, 1994. This was due primarily to a 28% decrease in the average loans outstanding during the nine month period, which was offset by a slight increase in average interest rates charged for loans. The Bank also reallocated some funds from investment securities to financial lease transactions which generate other non-interest income. Total interest expense on deposits for the nine months ended September 30, 1995 decreased $111,000 or 5% from the nine month period ended September 30, 1994. This reflects a 22% decrease in interest bearing deposits combined with a 22% increase in average interest rates paid. Non-interest income increased $309,000 in the first nine months of 1995 over the comparable period in 1994. The increase is largely attributable to the net charges of $575,000 taken in 1994 as mentioned above. The increase is tempered by a decrease in service charges of $181,000 and a decrease in premiums from SBA loan sales of $118,000. Non-interest expense decreased $1,358,000 or 27% for the first nine months ended September 30, 1995 compared to the same period in 1994. The reduction of non-interest expense reflects management's efforts to significantly reduce professional fees which decreased $658,000 or 65% and expenses relating to other real estate owned which decreased $243,000 or 30% over the comparable period in 1994 , despite the Bank increasing its other real estate owned reserve by approximately $300,000 as required by the Connecticut State Banking Department based on their examination of the Bank as of March 31, 1995. The year-to-date provision for loan losses was $350,000 for 1995 and $1,641,000 for 1994. The Company's net loss for the third quarter of 1995 was $261,000 or $.13 per common share, a reduction in income of $294,000 from the net income of $33,000 or $.02 per common share for the second quarter of 1994. The loss can be attributed to a decrease in net interest income of $307,000 or 32%, a decrease in other income of $348,000 or 55% which was offset by a decrease in other operating expenses of $361,000 or 23%. FINANCIAL CONDITION Gross loans decreased by $17,364,000 or 23% in the aggregate for the nine months ended September 30, 1995. Investment securities and federal funds sold decreased $1,846,000 or 14.6%. The decrease is primarily the result of a reallocation of assets to the leasing program and a decrease in deposits of $13,557,000 or 14.7%. At September 30, 1995, the Bank had $12,699,000 outstanding from leasing-related transactions. The leasing business includes short term financing of leases which are subsequently placed with permanent lenders, accounts receivable purchases resulting from leasing transactions and equipment purchased for prospective lessees. Most transactions are short term in nature. The decrease in deposits is partially attributed to the closing of the Bank's Greenwich Branch on March 1, 1995 as well as the migration of customer funds to other markets. CAPITAL ADEQUACY The following table summarizes the minimum capital requirements and capital positions at September 30, 1995 and December 31, 1994: ($ in thousands) September 30, 1995 December 31, 1994 Minimum Actual Minimum Actual Capital Capital Capital Capital Required Bank Required Bank - Bank - Bank Regulatory Capital Requirements Total risk based capital 8.00% 6.01% 8.00% 7.26% percentage Total risk based capital 4,994 3,755 5,059 4,590 Tier 1 risk based 4.00% 4.74% 4.00% 5.97% capital percentage Tier 1 risk based 2,497 2,959 2,530 3,777 capital Leverage (per order) 6.00% 3.62% 6.00% 3.95% percentage Leverage (per order) 4,903 2,959 5,725 3,799 At September 30, 1995, the Bank's minimum leverage ratio was below 4%, and therefore the FDIC could issue a prompt corrective action directive which would impose certain restrictions on the Bank. LOANS ($ in thousands) September 30, December 31, 1995 1994 % of % of Amount Total Amount Total Commercial collateralized by $26,309 46% $34,044 55% real estate Commercial other 12,387 22% 12,757 21% Residential real estate 11,131 20% 12,663 21% mortgage Consumer 1,825 3% 2,331 3% Lease financing 5,012 9% -- -- Total loans - gross $56,664 100% $61,795 100% Unearned income ($25) ($49) Deferred loan fees (37) (39) Allowance for loan losses (2,027) (2,637) Total Loans - net $54,575 $59,070 Average outstanding loans - $59,120 $74,283 net NONPERFORMING ASSETS ($ in thousands) September 30, December 31, 1995 1994 Loans past due 90 days or more: Non-accrual $5,688 $7,885 Accrual 578 1,305 Total loans past due 90 days or 6,266 9,190 more Other real estate owned ("OREO"): Foreclosed properties 3,037 3,088 In-substance foreclosures 782 1,225 Total OREO 3,819 4,313 TOTAL NONPERFORMING ASSETS $10,085 $13,503 Nonperforming assets to total 17.27% 21.30% loans (net) and OREO (net) Allowance for loan losses to total 32.35% 28.69% loans past due 90 days or more As a percentage of total loans: Loans past due 90 days or more 11.06% 14.89% Allowance for loan losses 3.58% 4.27% Non-accrual loans consisted of the following: ($ in thousands) September 30, December 31, 1995 1994 Non-accrual loans: Real estate loans $5,626 $7,354 Commercial other 62 530 TOTAL NON-ACCRUAL LOANS $5,688 $7,884 OREO consisted of the following: ($ in thousands) September 30, December 31, 1995 1994 1 - 4 family residential $1,477 $1,233 properties Multifamily residential 245 331 properties Commercial real estate 1,363 1,846 Construction & Land 734 903 Development TOTAL OREO $3,819 $4,313 The Company, in most cases, discontinues the accrual of interest income whenever reasonable doubt exists as to its ultimate collectibility or when the loan is 90 days or more past due. When the accrual of interest income is discontinued, all previously accrued interest income is generally reversed against the current period's income. A non-accrual loan is restored to an accrual status when it is no longer delinquent and collectibility of interest and principal is no longer in doubt. The Company's ability to reduce nonperforming assets is dependent on conditions in the real estate market and general economy. ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is established through charges against income and maintained at a level that management considers adequate to absorb potential losses in the loan portfolio. Management's estimate of the adequacy of the allowance for loan losses is based on evaluations of individual loans, estimates of current collateral values and the results of the most recent regulatory examination. Management also evaluates the general risk characteristics inherent in the loan portfolio, prevailing and anticipated conditions in the real estate market and general economy, and historical loan loss experience. Loans are charged against the allowance for loan losses when management believes that collection is unlikely. Any subsequent recoveries are credited back to the allowance for loan losses when received. The changes in the allowance for loan losses were as follows: Nine months ended September 30, 1995 1994 ($ in thousands) Beginning balance $2,637 $5,012 Loans charged-off ($1,319) (731) Recoveries 359 292 Net loan recoveries (charge-offs) (960) (438) Provision for loan losses 350 74 Ending balance $2,027 $4,648 Net loan charge-offs to 3.43% 0.54% average loans outstanding While the Company believes its allowance for loan losses is adequate in light of present economic conditions and the current regulatory environment, there can be no assurance that the Company's banking subsidiary will not be required to make future adjustments to its allowance and charge-off policies in response to changing economic conditions or future regulatory examinations. The Federal Deposit Insurance Corporation completed its regulatory examination of the Bank on October 31, 1995 and determined that the Bank's allowance for loan losses was adequate after the Bank agreed to increase the provision by $225,000 which was reflected in the October 31, 1995 allowance for loan losses. The Bank has adopted Financial Accounting Standard 114 "Accounting By Creditors for Impaired Loans" effective January 1, 1995. In connection therewith, Management reviews the non- accrual loan portfolio and loans past due 90 days and accruing to determine if there is loan impairment. At September 30, 1995 the Bank's impaired loans amounted to $5,688,000. The Bank has allocated $790,000 of the general loan loss reserve to this portfolio. SECURITIES All of the Company's investment securities were available for sale as of September 30, 1995 in accordance with the requirements of Statement of Financial Accounting Standards No. 115 (SFAS No. 115) "Accounting for Certain Investments in Debt and Equity Securities." The specific accounting policies pertaining to SFAS No. 115 are detailed in the Summary of Accounting Policies to the Company's Consolidated Statements included in Item 14 of the December 31, 1994 Form 10-K. At September 30, 1995 Gross Estimated Amortized Unrealized Market ($ in thousands) Cost Gains Losses Value U.S. Treasury Securities $5,579 -- ($24) $5,555 Other 500 -- -- 500 TOTAL INVESTMENT SECURITIES $6,079 -- ($24) $6,055 At December 31, 1994 Gross Estimated Amortized Unrealized Market ($ in thousands) Cost Gains Losses Value (A) HELD-TO-MATURITY U.S. Treasury Notes $6,909 -- ($39) $6,870 (B) AVAILABLE FOR SALE U.S. Treasury Notes $6,293 -- ($195) $6,098 Certificate of Deposit 500 -- -- 500 State of Israel Bond 500 -- -- 500 Marketable Equity Securities 205 -- (23) 182 TOTAL INVESTMENT SECURITIES $7,498 -- ($218) $7,280 In March 1995 the Bank made a business decision to sell the investments held-to-maturity as a result of a comparable decrease in deposits. The Bank has been advised by the Connecticut Department of Banking that it must request prior regulatory approval to establish a held-to-maturity portfolio in the future. NET INTEREST INCOME The following table presents condensed average statements of condition, including non-accrual loans, the components of net interest income and selected statistical data: Nine months ended September 30, --------1995------------------- --------1994------------------- Average Average Average Average ($ in thousands) Balance Interest Rate Balance Interest Rate Assets: Loans $59,120 $3,930 8.86% $82,250 $5,290 8.58% Securities 8,665 371 5.70% 9,183 362 5.26% Federal Funds 4,259 180 5.63% 4,354 115 3.52% Sold Total Earning 72,044 4,481 8.29% 95,787 5,767 8.03% Assets Cash and due from 2,243 3,319 banks Other assets 11,113 7,417 Total Assets $85,400 $106,523 Liabilities and Stockholder's equity: Interest-bearing deposits: Time certificates $55,536 $2,075 4.98% $66,993 $2,012 4.00% Savings deposits 17,325 260 2.00% 26,137 434 2.21% Total interest- 72,861 2,335 4.27% 93,130 2,446 3.50% bearing deposits Other borrowings 1,747 151 11.51% 1,993 175 11.71% Total interest- 74,608 2,486 4.44% 95,123 2,621 3.67% bearing liabilities Demand deposits 8,137 10,312 Other liabilities 2,002 1,896 Stockholders' 653 (808) equity Total liabilities $85,400 $106,523 and stockholders' equity Net interest 1,995 3.85% 3,146 4.36% income/rate spread Net interest margin 3.69% 4.38% The following table presents the changes in interest income and expense for each major category of interest-bearing assets and interest-bearing liabilities, and the amount of the change attributable to changes in average balances (volume) and rates. Changes attributable to both volume and rate changes have been allocated in proportion to the relationship of the absolute dollar amount of the changes in volume and rate. Change from September 30, 1994 to September 30, 1995 attributable to: ($ in thousands) Volume Rate Total Interest income: Loans ($1,545 $185 ($1,360) Investment securities (16) 25 9 Short-term investments (2) 67 65 Total interest income ($1,563) $277 ($1,286) Interest expense: Deposits: Time certificates (147) 210 63 Savings deposits (135) (39) (174) Total interest expense on (282) 171 (197) deposits Other interest-bearing (21) (3) (24) liabilities Total interest expense ($303) $168 ($135) NET INTEREST INCOME ($1,260) $109 ($1,151) COMMITMENTS AND CONTINGENCIES The Company and certain of its former directors and former officers are defendants in a suit alleging violations under the Securities Exchange Act of 1934. The suit is described more fully in Item 3 of the Company's Annual Report on Form 10-K for the year ended December 31, 1994. RECENT ACCOUNTING PRONOUNCEMENTS In October 1994, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard 119 ("SFAS No. 119") "Disclosure About Derivative Financial Instruments and Fair Value of Financial Instruments" effective for year ends beginning after December 15, 1994, except for entities with less than $150 million in total assets in the current statement of financial position. For these entities, the statement shall be effective for financial statements issued for fiscal years ending after December 15, 1995. The Company does not hold or issue any derivative financial instruments, and accordingly the statement will not have a material effect on the consolidated financial statements. PART II. OTHER INFORMATION Item 6. Exhibits and Report on Form 8-K (a) Exhibit 27: Financial Data Schedule (b) Two Form 8-K's were filed since the fourth quarter ended December 31, 1994 as follows: Items Reported Financial Statements Date Filed Filed 1. NASDAQ Delisting None June 22, 1995 2. Approval of Modified None July 11, 1995 Capital Restoration Plan SIGNATURES 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 duly authorized. CBC BANCORP, INC. (Registrant) Date: November 14, 1995 /S/ Charles Pignatelli Charles Pignatelli President and Chief Executive Officer /S/ Barbara Van Bergen Chief Accounting Officer EXHIBIT 27 FINANCIAL DATA SCHEDULE