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, 1996 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, 1996, there were 1,961,761 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, 1996 and December 31, 1995 Unaudited Consolidated Statements of Operations 2 Three Months and Nine Months Ended September 30, 1996 and September 30, 1995 Unaudited Consolidated Statements of Changes in Shareholders' 3 Equity --Nine Months Ended September 30, 1996 and September 30, 1995 Unaudited Consolidated Statements of Cash Flows 4 Nine Months Ended September 30, 1996 and September 30, 1995 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 30, December 31, (Dollars in 000's) (UNAUDITED) 1996 1995 ASSETS LOANS (net of allowance for loan losses: 1996, $2,298; 1995, $2,070): $57,187 $56,382 INVESTMENT SECURITIES HELD FOR SALE 7,035 7,582 FEDERAL FUNDS SOLD 5,677 5,000 TOTAL EARNING ASSETS 69,899 68,964 CASH AND DUE FROM BANKS 2,205 1,937 ACCRUED INTEREST RECEIVABLE 765 782 PROPERTY AND EQUIPMENT - NET 755 789 ASSETS HELD FOR LEASE 6,363 7,573 PREPAID AND OTHER ASSETS 517 522 OTHER REAL ESTATE OWNED 1,619 2,713 TOTAL ASSETS $82,123 $83,280 LIABILITIES AND SHAREHOLDERS' EQUITY DEPOSITS: Demand $ 9,005 $ 8,672 Savings and NOW 11,788 13,319 Money market 2,721 2,546 Time deposits under $100 47,023 49,342 Time deposits of $100 or more 5,924 5,166 TOTAL DEPOSITS $76,461 $79,045 ACCRUED INTEREST PAYABLE 676 532 DIVIDENDS PAYABLE 154 1,330 OTHER LIABILITIES 481 459 SENIOR NOTES 548 548 CAPITAL NOTES 220 220 MANDATORY CONVERTIBLE CAPITAL NOTES 1,090 1,090 TOTAL LIABILITIES $79,630 $83,224 COMMITMENTS AND CONTINGENT LIABILITIES SHAREHOLDERS' EQUITY: Preferred Stock $15,240 $11,240 Common Stock 19 19 Additional paid-in capital 8,512 9,604 Unrealized gain (loss) on marketable equity securities (3) (2) Accumulated deficit (21,275) (20,805) TOTAL SHAREHOLDERS' EQUITY $2,493 $56 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $82,123 $83,280 The accompanying notes are an integral part of these consolidated financial statements. CBC BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended Nine Months Ended September 30, September 30, (Dollars in 000's except per share data) (UNAUDITED) 1996 1995 1996 1995 INTEREST INCOME: Interest and fees on loans $1,307 $1,368 $3,755 $3,930 Interest and dividends on investments: US Treasury and Government agency securities 75 72 239 318 Other securities 10 11 24 53 Interest on federal funds sold 88 56 260 180 TOTAL INTEREST INCOME $1,480 $1,507 $4,278 $4,481 INTEREST EXPENSE: Interest on deposits: Savings and time deposits under $100 $704 $745 $2,122 $2,097 Time deposits of $100 or more 79 73 228 238 Total Interest on Deposits 783 818 2,350 2,335 Interest on borrowed money: Long-term borrowings 59 44 176 130 Other 6 7 20 21 Total Interest on borrowed money 65 51 196 151 TOTAL INTEREST EXPENSE 848 869 2,546 2,486 NET INTEREST INCOME 632 638 1,732 1,995 Provision for loan losses 140 --- 240 350 NET INTEREST INCOME (LOSS) AFTER PROVISION FOR LOAN LOSSES $492 $638 $1,492 $1,645 OTHER OPERATING INCOME: Service fees on deposits $101 $108 $619 $392 Net gain (loss) on sale of securities -- (15) 10 (16) Lease asset income 173 161 503 477 Gain on sale of loans -- -- -- 62 Other 32 35 105 106 TOTAL OTHER OPERATING INCOME $306 $289 $1,237 $1,021 OTHER OPERATING EXPENSES: Salaries and employee benefits 503 $534 $1,442 $1,650 Occupancy 89 81 266 242 Supplies and communications 40 46 114 130 Professional services 93 120 296 358 Furniture and equipment maintenance 14 20 38 59 Depreciation and amortization 49 52 128 154 FDIC insurance 50 61 154 198 Other insurance 18 19 66 63 Other real estate owned 169 135 364 575 Other 136 120 331 207 TOTAL OTHER OPERATING EXPENSES $1,161 $1,188 $3,199 $3,636 INCOME (LOSS) BEFORE INCOME TAX AND EXTRAORDINARY ITEM (363) (261) (470) (970) Income tax -- -- -- -- INCOME BEFORE EXTRAORDINARY ITEM (363) (261) (470) (970) Extraordinary item - Tax benefit from net operating loss carryforward -- -- -- Net income (loss) ($ 363) ($261) ($470) ($970) Less preferred stock dividends (380) (315) (1,091) (919) Loss applicable to common stock ($743) ($576) ($1,561) ($1,889) Net loss per common share ($ .38) ($ .29) ($ .80) ($ .94) Weighted Average Common Shares (Primary) 1,961,761 2,012,5141,961,761 2,012,514 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, 1996 AND 1995 ($ and shares in 000's) (UNAUDITED) Unrealized Loss on Retained Common Stock Additional Marketable Earnings Number of Preferred Paid-in Equity (Accum. Shares Amount Stock Capital Securities Deficit) Total BALANCE, DECEMBER 31, 1995 1,962 $19 $11,240 $9,604 ($2) ($20,805) $56 Preferred dividends accrued Series 1 (144) (144) Preferred dividends accrued Series 2 (342) (342) Preferred dividends accrued Series 3 (606) (606) Issuance of Preferred Stock 4,000 4,000 Change in unrealized loss on marketable equity securities (1) (1) Net income (loss) (470) (470) BALANCE, SEPTEMBER 30, 1996 1,962 $19 $15,240 $8,512 ($3) ($21,275) $2,493 BALANCE, DECEMBER 31, 1994 2,013 $20 $9,830 $11,032 ($218) ($19,207) $ 1,457 Preferred dividends accrued Series 1 (152) (152) Preferred dividends accrued Series 2 (356) (356) Preferred dividends accrued Series 3 (411) (411) Change in unrealized loss on marketable equity securities 194 194 Issuance of Preferred Stock 390 390 Net income (loss) (970) (970) BALANCE, SEPTEMBER 30, 1995 2,013 $20 $10,220 $10,113 ($24) ($20,177) $152 CBC BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, ($ IN 000's) (UNAUDITED) 1996 1995 OPERATING ACTIVITIES: Net Income (Loss) ($470) ($970) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Provision for losses on loans 240 350 Provision for OREO reserves 259 -- Provision for depreciation and amortization 128 154 Increase (decrease) in deferred loan fees and costs - net 9 (25) Amortization (accretion) of net investment security premiums (discounts) 23 83 (Gain) on sale of securities (10) 16 Loss (gain) on sale and provision for write-downs of other real estate owned 321 404 Decrease in accrued interest receivables 16 174 Decrease (increase) in prepaid and other assets (5) (183) Increase (decrease) in accrued interest payable 144 (495) Increase (decrease) in deferred revenue -- (23) Increase (decrease) in other liabilities 22 (22) Net cash provided (used) by operating activities $677 ($537) INVESTING ACTIVITIES: Net decrease (increase) in federal funds sold ($ 677) $950 Proceeds from sales and maturities of investment securities 6,572 9,217 Purchases of investment securities (4,307) (988) Decrease (increase) in loans (1,401) 2,757 Proceeds from sales of OREO 956 1,331 Purchases of OREO/Cap Exp. (85) - Purchases of property and equipment (93) (142) Purchase of assets held for lease -- (7,959) Proceeds from sales of assets held for lease 1,210 4,280 Net cash provided by investing activities $2,175 $9,446 FINANCING ACTIVITIES: Net increase (decrease) in demand, savings and money market deposit accounts ($1,023) ($5,056) Net decrease in time deposits (1,561) (3,579) Net cash used in financing activities ($2,584) ($8,635) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 268 274 CASH AND DUE FROM BANKS AT BEGINNING OF YEAR 1,937 3,130 CASH AND DUE FROM BANKS AT END OF QUARTER 2,205 3,404 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the quarter for: Interest on deposits and borrowed money 2,401 2,830 Income taxes -- -- NONCASH INVESTING AND FINANCING ACTIVITIES: Transfers of loans to Other Real Estate Owned 262 1,413 Transfer of Other Real Estate Owned to loans 221 - Mortgage Recorded as Loan Recovery 300 -- Preferred stock dividend declared 1,094 529 Unrealized gain (loss) on valuation of instruments available for sale (1) 194 Issuance of preferred stock dividend 2,270 390 Issuance of preferred stock for marketable equity securities 1,733 -- 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, 1996. 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, 1995. NOTE B:REGULATORY MATTERS Under the terms of the July 1991 Cease and Desist Order (the "1991 Order"), the Bank must obtain the prior approval of the Federal Deposit Insurance Corporation ("FDIC") and the Connecticut Banking Commissioner (the "Banking Commissioner") before paying any cash dividends to the Company. Under the Bank's approved 1996 Capital Restoration Plan (the "1996 Capital Plan"), which was approved by the FDIC and the Banking Commissioner on March 21, 1996, the Bank has until December 31, 1997 to achieve the 6 percent Tier 1 leverage capital ratio originally mandated by the 1991 Order. On September 27, 1996, The Company and the Bank entered into a subscription agreement with the majority shareholder to issue 170 shares of Preferred Series III stock in exchange for $1.7 million. The transaction was closed on September 30, 1996 at which time the Company contributed the new capital, which consisted of marketable equity securities, to the Bank. The Bank's Tier 1 leverage capital ratio at September 30, 1996 was 6.41%. The Bank and its Board of Directors believe that the Bank is in full compliance with each of the terms of the 1991 Order. As a consequence of the September 30, 1996 capital transaction, the Bank and its Board of Directors believe that the Bank is in full compliance with all applicable regulatory capital requirements and as such should be deemed "adequately capitalized" as defined by the FDIC Improvement Act. Under the terms of a written agreement (the "Agreement") between the Company and the Federal Reserve Bank of Boston (the "FRB") effective November 2, 1994, the holding company is required to obtain the written approval of the Reserve Bank prior to the declaration or payment of cash dividends on its outstanding common or preferred stock, increasing its outstanding borrowings or incurring additional holding company indebtedness, engaging in material transactions with the Bank (other than capital contributions), or making cash disbursements in excess of agreed upon amounts. All such actions required by the Written Agreement have been taken by the Company. NOTE C:PREFERRED STOCK DIVIDEND. In accordance with the dividend payment provisions of the Series III Preferred Stock offering, the Board of Directors voted to pay stock dividends in the amount of 23 shares of Series III Preferred Stock with a stated value of $230,000 to the shareholders as satisfaction of the same amount of dividends payable to them as of September 30, 1996. In addition, the majority shareholder accepted a stock dividend in the amount of 5,300 shares of Preferred Series I Stock with a stated value of $530,000 as satisfaction of the same amount of Series I Preferred Stock dividends payable and a stock dividend in the amount of 13 shares of Preferred Series III with a stated value of $130,000 as satisfaction of the same amount of Series II Preferred Stock dividends payabe to him as of September 30, 1996. Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL HIGHLIGHTS CBC BANCORP, INC. AND SUBSIDIARY Nine Months Ended CONDENSED STATEMENTS OF INCOME September 30, ($ In thousands, except per share data) 1996 1995 Net interest income $1,732 $1,995 Provision for loan losses 240 350 Net interest income after provision for loan losses 1,492 1,645 Investment securities gains (losses) 10 (16) Other non-interest income 1227 1,037 Other real estate owned expense 364 575 Other non-interest expense 2,835 3,061 NET INCOME (LOSS) ($470) ($970) Common Per share data Book value ($6.49) ($5.00) Net income and Preferred Stock Dividends (.80) (.94) Cash dividends -- -- Financial Ratios Yield on interest-bearing assets 8.46% 8.29% Cost of funds 4.91% 4.44% Interest rate spread 3.55% 3.85% Net interest margin 3.43% 3.69% Return on average assets(annualized) -- -Return on average equity(annualized) -- -Average equity to average assets .91% .76% At end of quarter: Loans to deposits 74.79% 69.22% Nonperforming loans to total loans 8.36% 11.06% Nonperforming assets to total loans and OREO 11.22% 17.27% Allowance for loan losses to nonperforming loans 46.14% 32.56% Capital ratios of bank subsidiary: Total risk-based 9.27% 6.01% Tier 1 risk-based 7.99% 4.74% Tier 1 leverage 6.41% 3.62% At end of period September 30, 1996 1995 Total assets $82,123 $82,496 Net loans 57,187 54,575 Allowance for loan losses (2,298) (2,027) Securities 7,035 6,055 Deposits 76,461 78,838 Stockholders' equity 2,493 152 Outstanding shares 1,961,761 2,012,514 RESULTS OF OPERATIONS The Company's net loss for the nine months ending September 30, 1996 was $470,000 or $.24 per share of common stock , an improvement from the loss of $970,000 or $.48 per share of common stock for the prior year period. The Bank's improvement for the first nine months of 1996 is due primarily to: 1) a net increase in other income of $216,000 from the prior period which was primarily due to the recovery of service charges in 1996 of approximately $266,000 from dormant accounts. In 1995, the Bank realized other income of $62,000 from SBA loan sales. No SBA loans were originated during the same period in 1996; and 2) a decrease in other operating expenses of $437,000. These improvements were tempered by a decrease in net interest income of $153,000. Total interest income for the nine months ended September 30, 1996 decreased $203,000 or 4.5% from the nine month period ended September 30, 1995. This was due primarily to a 6% decrease in the average earning assets during the nine month period, which was offset by a slight increase in average interest rates earned. Total interest expense on interest-bearing liabilities for the nine months ended September 30, 1996 increased $60,000 or 2.5% from the nine month period ended September 30, 1995. This reflects a 37 basis point increase on the average rate paid for interest-bearing deposits and a 82 basis point increase on the average rate paid on other borrowings. The impact of these rate increases was minimized by a decrease in average interestbearing liabilities of $5,274,000 or 7% from the nine month period ended September 30, 1995. Non-interest expense decreased $437,000 or 12% for the first nine months ended September 30, 1996 compared to the same period in 1995. The reduction of non-interest expense reflects management's efforts to significantly reduce salary expense, professional fees and other real estate owned expenses, as well as overall cost containment measures in all other general and administrative expenses. The year-to-date provision for loan losses was $240,000 for 1996 and $350,000 for 1995. The company's net loss for the third quarter of 1996 was $363,000 or $.18 per common share, an increase in loss of $102,000 from the net loss of $261,000 or $.13 per common share for the third quarter of 1995. The increase was primarily due to a loan loss provision of $140,000 in the third quarter of 1996 while no loan loss provision was made during the third quarter of 1995. FINANCIAL CONDITION Gross loans increased by $1,042,000 or 1.8% in the aggregate for the nine months ended September 30, 1996. This amount includes the reduction of nonperfoming loans by $1,758,000 or 26% for the period. This reflects management continued focus on improving the overall asset quality of the portfolio. Investment securities and federal funds sold remained level. Assets held for lease decreased $1,210,000 or 16%. Deposits decreased by $2,584,000 or 3.27% for the nine months ended September 30, 1996. This can be attributed to a combination of management's efforts to control the size of the Bank and the migration of dollars to other markets. On September 30, 1996, the Company contributed $1,732,750 of marketable equity securities to the Bank. The securities were payment for the issuance of 173 shares of Preferred Series III stock to the majority shareholder. After this capital contribution the Tier 1 leverage capital of the Bank was at 6.41%, Tier 1 and Total risked-based capital ratios were 7.99% and 9.27% respectively. These ratios are in excess of minimum regulatory capital requirements. The Bank and its Board of Directors believe that the Bank is in compliance with all regulatory capital requirements, and as such should be deemed "adequately capitalized" as defined by the FDIC Improvement Act. In the nine months ended September 30, 1996, the Bank disbursed funds of $11.7 million of new financial leasing- related transactions and had paydowns of $11.6 million from funds previously deployed. The financial lease program includes the following types of transactions: 1)full pay-out leases which are subsequently placed with permanent lenders: 2) accounts receivable purchases resulting from leasing transactions; and 3)equipment purchased for financial lease transactions both available for lease and subject to existing leases. Most transactions are short term in nature. CAPITAL ADEQUACY The following table summarizes the minimum capital requirements and capital positions at September 30, 1996 and December 31, 1995: ($ in thousands) September 30, 1996 December 31, 1995 Minimum Capital Actual Capital Minimum Capital Actual Capital Required - Bank Bank Required - Bank Bank Regulatory Capital Requirements Total risk based capital percentage 8.00% 9.27% 8.00% 6.94% Total risk based capital 5,043 5,845 5,080 4,409 Tier 1 risk based capital percentage 4.00% 7.99% 4.00% 5.67% Tier 1 risk based capital 2,522 5,038 2,540 3,599 Leverage (per order) percentage 6.00% 6.41% 6.00% 4.38% Leverage (per order) 4,713 5,038 4,927 3,599 LOANS ($ in thousands) September 30, 1996 December 31, 1995 % of % of Amount Total Amount Total Commercial collateralized by real estate $26,546 45% $30,083 51% Commercial other 11,457 19% 9,021 15% Residential real estate mortgage 13,028 22% 10,797 19% Lease financing 6,807 11% 6,860 12% Consumer 1,708 3% 1,743 3% Total loans - gross $59,546 100% $58,504 100% Unearned income ($13) ($22) Deferred loan fees (48) (30) Allowance for loan losses (2,298) (2,070) Total Loans - net $57,187 $56,382 Average outstanding loans - net $53,008 $58,610 </TALBE> NONPERFORMING ASSETS ($ in thousands) September 30, December 31, 1996 1995 Loans past due 90 days or more: Non-accrual $4,448 $6,383 Accrual 533 356 Total loans past due 90 days or more 4,981 6,739 Other real estate owned ("OREO"): Foreclosed properties 1,899 3,054 OREO allowance (280) (341) Total OREO (net) 1,619 2,713 TOTAL NONPERFORMING ASSETS $6,600 $9,452 Nonperforming assets to total loans (net) and OREO (net) 11.22% 16.00% Allowance for loan losses to total loans past due 90 days or more 46.14% 30.72% As a percentage of total loans: Loans past due 90 days or more 8.36% 11.51% Allowance for loan losses 3.86% 3.54% Non-accrual loans consisted of the following: ($ in thousands) September 30, December 31, 1996 1995 Non-accrual loans: Real estate loans $2,581 $3,557 Commercial other 1,867 2,826 TOTAL NON-ACCRUAL LOANS $4,448 $6,383 OREO consisted of the following: ($ in thousands) September 30, December 31, 1996 1995 1 - 4 family residential properties $598 $569 Multifamily residential properties -- 272 Commercial real estate 681 1,151 Construction & Land Development 340 721 TOTAL OREO $1,619 $2,713 The Company discontinues the accrual of interest income whenever reasonable doubt exists as to its ultimate collectability or when the loan is 90 days or more past due. When the accrual of interest income is discontinued, all previously accrued interest income is generally reversed against the current period's income. A non-accrual loan is generally restored to an accrual status when it is no longer delinquent and/or collectability of interest and principal is no longer in doubt. The Company's ability to reduce nonperforming assets is dependent on conditions in the real estate market and general economy. ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is established through charges against income and maintained at a level that management considers adequate to absorb potential losses in the loan portfolio. Management's estimate of the adequacy of the allowance for loan losses is based on evaluations of individual loans, estimates of current collateral values and the results of the most recent regulatory examination. Management also evaluates the general risk characteristics inherent in the loan portfolio, prevailing and anticipated conditions in the real estate market and general economy, and historical loan loss experience. Loans are charged against the allowance for loan losses when management believes that collection is unlikely. Any subsequent recoveries are credited back to the allowance for loan losses when received. The changes in the allowance for loan losses were as follows: Nine months ended September 30, 1996 1995 ($ in thousands) Beginning balance $2,070 $2,637 Loans charged off (464) (1,319) Recoveries 452 359 Net loan recoveries (charge-offs) (12) (960) Provision for loan losses 240 350 Ending balance $2,298 $2,027 Net loan charge-offs to average loans outstanding 0.02% 3.43% 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 Connecticut Department of Banking completed its regulatory examination of the Bank as of the close of business on April 15, 1996. No adjustments to the loan loss or OREO reserves were required as a result of the examination. 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, 1996 the Bank's impaired loans amounted to $4,448,000. The Bank has allocated $1,086,000 of the general loan loss reserve to this portfolio. SECURITIES All of the Company's investment securities were available for sale as of September 30, 1996 and December 31, 1995 in accordance with the requirements of Statement of Financial Accounting Standards No. 115 (SFAS No. 115) "Accounting for Certain Investments in Debt and Equity Securities." The specific accounting policies pertaining to SFAS No. 115 are detailed in the Summary of Accounting Policies to the Company's Consolidated Statements included in Item 14 of the December 31, 1995 Form 10-K. At September 30, 1996 Amortized Gross Unrealized Estimated ($ in thousands) Cost Gains Losses Market Value US Treasury Securities $4,005 -- $2 $4,007 US Government Agency Security 1,000 -- (5) 995 Certificate of Deposit 300 -- -- 300 Equity Securities 1,733 -- -- 1,733 TOTAL INVESTMENT SECURITIES $7,038 -- ($3) $7,035 At December 31, 1995 Amortized Gross Unrealized Estimated ($ in thousands) Cost Gains Losses Market Value US 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) $7,280 NET INTEREST INCOME The following table presents condensed average statements of condition, including non-accrual loans, the components of net interest income and selected statistical data: Nine months ended September 30, 1996 1995 Average Average Average Average ($ in thousands) Balance Interest Rate Balance Interest Rate Assets: Loans $55,006 3,755 9.12% $59,120 $3,930 8.86% Securities 5,919 263 5.94% 8,665 371 5.70% Federal Funds Sold 6,583 260 5.28% 4,259 180 5.63% Total Earning Assets 67,508 4,278 8.46% 72,044 4,481 8.29% Cash and due from banks 1,836 2,243 Other assets 9,902 11,113 Total Assets $79,246 $85,400 Liabilities & Stockholder's equity: Interest-bearing deposits: Time certificates 52,744 2,151 5.45% $55,536 $2,075 4.98% Savings deposits 14,467 199 1.84% 17,325 260 2.00% Total interest-bearing deposits 67,211 2,350 4.66% 72,861 2,335 4.27% Other borrowings 2,123 196 12.33% 1,747 151 11.51% Total interest-bearing liabilities 69,334 2,546 4.91% 74,608 2,486 4.44% Demand deposits 7,889 8,137 Other liabilities 1,305 2,002 Stockholders' equity 718 653 Total liabilities and stockholders' equity $79,246 $85,400 Net interest income/rate spread 1,732 3.55% 1,995 3.85% Net interest margin 3.43% 3.69% The following table presents the changes in interest income and expense for each major category of interest-bearing assets and interest-bearing liabilities, and the amount of the change attributable to changes in average balances (volume) and rates. Changes attributable to both volume and rate changes have been allocated in proportion to the relationship of the absolute dollar amount of the changes in volume and rate. Change from September 30, 1995 to September 30, 1996 attributable to: ($ in thousands) Volume Rate Total Interest income: Loans (280) 105 (175) Investment securities (122) 14 (108) Short-term investments 91 (11) 80 Total interest income (311) 108 (203) Interest expense: Deposits: Time certificates (95) 171 76 Savings deposits (40) (21) (61) Total interest expense on deposits (135) 150 15 Other interest-bearing liabilities 34 11 45 Total interest expense (101) 161 60 NET INTEREST INCOME (210) (53) (263) COMMITMENTS AND CONTINGENCIES The Company and certain of its then directors and officers were defendants in a suit alleging violations under the Securities Exchange Act of 1934. On September 30, 1996 the suit was settled for an immaterial amount to the Company. 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, 1995. 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. In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based Compensation." SFAS No. 123 allows companies to continue to account for their stock option plans in accordance with APB Opinion 25 but encourages the adoption of a new accounting method based on the estimated fair market value of employee stock options. Companies electing not to follow the new fair value based method are required to provide expanded footnote disclosures, including pro forma net income and earnings per share, determined as if the company had applied the new method. SFAS No. 123 is required to be adopted prospectively beginning January 1, 1996. Management intends to continue to account for its stock option plans in accordance with APB Opinion 25 and provide supplemental disclosures as required by SFAS No. 123, beginning in 1996. PART II. OTHER INFORMATION Item 6. Exhibits and Report on Form 8-K (a) Exhibit 27: Financial Data Schedule (b) None 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, 1996 Dennis Pollack President and Chief Executive Officer Barbara Van Bergen Chief Accounting Officer EXHIBIT 27 FINANCIAL DATA SCHEDULE