1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM TO . --------------- --------------- COMMISSION FILE NUMBER 0-11011 CB FINANCIAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MICHIGAN 38-2340045 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) ONE JACKSON SQUARE, JACKSON, MICHIGAN 49201-1446 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (517) 788-2800 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, $7.50 PAR VALUE (TITLE OF CLASS) 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 SHORTER PERIOD THAT THE REGISTRANT HAS BEEN REQUIRED TO FILE SUCH REPORTS); AND (2) HAS BEEN SUBJECT TO FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO --- --- AT MARCH 31, 1996, THERE WERE 2,801,053 SHARES OF THE REGISTRANT'S COMMON STOCK OUTSTANDING WITH A $7.50 PAR VALUE. ================================================================================ 2 CB FINANCIAL CORPORATION INDEX Part I. Financial Information: Item 1. Financial Statements The following consolidated financial statements of CB Financial Corporation and its subsidiaries included in this report are: Page ---- Consolidated Balance Sheet - March 31, 1996, March 31, 1995 and December 31, 1995 ............................ 3 Consolidated Statement of Income - For the Three Months Ended March 31, 1996 and 1995 .......................................... 4 Consolidated Statement of Cash Flow - For the Three Months Ended March 31, 1996 and 1995 .......................................... 5 Note to Consolidated Financial Statements ........................ 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity, and Capital .................... 7 Part II. Other Information: Item 6. Report on Form 8-K ....................................... 10 SIGNATURE .................................................................. 11 The following documents are filed as a part of this report: Exhibit 27 Financial Data Schedule 2 3 CONSOLIDATED BALANCE SHEET (Unaudited) (In Thousands) 03/31/96 03/31/95 12/31/95 - -------------------------------------------------------------------------------------------------------------------------------- ASSETS: Cash and Cash Equivalents: Cash and Due from Banks $ 35,354 $ 35,767 $ 37,068 Money Market Assets 1,768 9,634 1,790 - -------------------------------------------------------------------------------------------------------------------------------- Total Cash and Cash Equivalents 37,122 45,401 38,858 - -------------------------------------------------------------------------------------------------------------------------------- Securities Available for Sale: U.S. Treasury 85,391 48,377 161,390 U.S. Government Agencies 88,696 27,081 39,008 States and Political Subdivisions 11,098 0 11,186 Other 163 203 161 - -------------------------------------------------------------------------------------------------------------------------------- Total Securities Available for Sale 185,348 75,661 211,745 - -------------------------------------------------------------------------------------------------------------------------------- Securities Held to Maturity (Market value of $143,112) 0 147,263 0 - -------------------------------------------------------------------------------------------------------------------------------- Loans: Consumer Loans 134,185 108,559 120,678 Commercial Loans 193,443 167,124 177,921 Tax Exempt Loans 15,081 13,783 14,263 Real Estate Mortgage Loans 142,033 101,126 126,021 - -------------------------------------------------------------------------------------------------------------------------------- Subtotal Loans 484,742 390,592 438,883 Reserve for Possible Loan Losses (3,689) (3,893) (3,934) - -------------------------------------------------------------------------------------------------------------------------------- Net Loans 481,053 386,699 434,949 - -------------------------------------------------------------------------------------------------------------------------------- Bank Premises and Equipment, Net 15,004 16,288 15,350 Other Real Estate Owned 0 358 0 Income Earned Not Received 6,671 6,636 6,996 Goodwill and Premium on Core Deposits, Net 9,644 11,572 9,937 Other Assets 3,745 4,332 2,048 - -------------------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $738,587 $694,210 $719,883 ================================================================================================================================ LIABILITIES: Deposits: Demand Deposits $106,059 $96,892 $110,459 Interest-Bearing Demand Deposits 133,937 154,953 141,591 Savings Deposits 131,655 125,216 130,254 Time Deposits 272,684 214,755 240,156 - -------------------------------------------------------------------------------------------------------------------------------- Total Deposits 644,335 591,816 622,460 - -------------------------------------------------------------------------------------------------------------------------------- Short-Term Interest Bearing Liabilities 3,500 13,277 6,515 Note Payable and Capital Leases 4,132 6,048 4,611 Accrued Expenses 5,200 4,185 3,868 Dividend Payable 840 840 840 Other Liabilities 4,142 2,800 4,131 - -------------------------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES 662,149 618,966 642,425 - -------------------------------------------------------------------------------------------------------------------------------- SHAREHOLDERS' EQUITY: Preferred Stock-no par value, 100,000 shares authorized, none outstanding 0 0 0 Common Stock-$7.50 par value, 5,000,000 shares authorized, 2,801,053 shares outstanding 21,008 21,008 21,008 Capital Surplus 8,073 8,073 8,073 Undivided Profits 47,805 45,983 46,730 Unrealized Gains(Losses) on Securities Available for Sale, Net of Tax Effect (448) 180 1,647 - -------------------------------------------------------------------------------------------------------------------------------- TOTAL SHAREHOLDERS' EQUITY 76,438 75,244 77,458 - -------------------------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $738,587 $694,210 $719,883 ================================================================================================================================ The accompanying notes are an integral part of this statement. 3 4 CONSOLIDATED STATEMENT OF INCOME (Unaudited) Three Months Ended March 31, (In Thousands Except Per Share Data) 1996 1995 - ---------------------------------------------------------------------------------------------- INTEREST INCOME: Interest and Fees on Loans Consumer Loans $2,908 $2,384 Commercial Loans 4,075 3,901 Tax Exempt Loans 239 243 Real Estate Mortgage Loans 2,786 2,102 Interest on Investment Securities Available for Sale U.S. Treasury 1,793 972 U.S. Government Agencies 1,067 565 States and Political Subdivisions 161 0 Other 2 2 Interest on Securities Held to Maturity 0 2,104 Interest on Money Market Assets 56 114 - ---------------------------------------------------------------------------------------------- Total Interest Income 13,087 12,387 - ---------------------------------------------------------------------------------------------- INTEREST EXPENSE: Interest on Demand Deposits 722 1,136 Interest on Savings Deposits 936 770 Interest on Time Deposits 3,587 2,506 Interest on Other Liabilities 141 299 - ---------------------------------------------------------------------------------------------- Total Interest Expense 5,386 4,711 - ---------------------------------------------------------------------------------------------- NET INTEREST INCOME 7,701 7,676 Provision for Possible Loan Losses 265 179 - ---------------------------------------------------------------------------------------------- NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES 7,436 7,497 - ---------------------------------------------------------------------------------------------- NON-INTEREST INCOME: Trust Income 474 522 Service Charges on Deposit Accounts 813 558 Fees for Other Services to Customers 298 297 Securities Gains 365 12 Other Income 128 21 - ---------------------------------------------------------------------------------------------- Total Non-Interest Income 2,078 1,410 - ---------------------------------------------------------------------------------------------- NON-INTEREST EXPENSES: Salaries and Wages 2,386 2,541 Employee Benefits 708 696 Occupancy Expenses 647 645 Furniture and Equipment Expenses 594 605 FDIC Insurance Premiums 2 324 Other Operating Expenses 2,385 2,172 - ---------------------------------------------------------------------------------------------- Total Non-Interest Expenses 6,722 6,983 - ---------------------------------------------------------------------------------------------- Income Before Provision for Federal Income Tax 2,792 1,924 Provision for Federal Income Tax 876 576 - ---------------------------------------------------------------------------------------------- NET INCOME $1,916 $1,348 ============================================================================================== Per Share Data: Net Income Per Common Share $0.68 $0.48 Average Number of Shares Outstanding 2,803,746 2,802,854 The accompanying notes are an integral part of this statement. 4 5 CONSOLIDATED STATEMENT OF CASH FLOW (Unaudited) Three Months Ended March 31, (In Thousands) 1996 1995 - ------------------------------------------------------------------------------------------------------------------ INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: Cash Flows from Operating Activities: Interest and Fees Received $15,321 $14,684 Interest Paid (5,246) (4,612) Cash Paid to Suppliers and Employees (6,191) (7,011) Income Taxes Paid (75) (346) - ------------------------------------------------------------------------------------------------------------------ Net Cash Provided by Operating Activities 3,809 2,715 - ------------------------------------------------------------------------------------------------------------------ Cash Flows from Investing Activities: Proceeds from Sale of Securities Available for Sale 71,694 6,012 Proceeds from Sales of Securities Held to Maturity 0 525 Proceeds from Maturities/Calls of Securities Available for Sale 9,000 9,000 Purchase of Securities Available for Sale (57,314) 0 Net (Increase) Decrease in Loans (46,368) 2,377 Net (Increase) in Other Real Estate Owned 0 (35) Proceeds from Sale of Premises and Equipment 91 0 Capital Expenditures (189) (477) - ------------------------------------------------------------------------------------------------------------------ Net Cash Provided (Used) by Investing Activities (23,086) 17,402 - ------------------------------------------------------------------------------------------------------------------ Cash Flows from Financing Activities: Repayment of Note Payable (475) (475) Net Increase (Decrease) in Deposits and Short-Term Liabilities 18,860 (28,056) Cash Dividends Paid (840) (840) Payment of Capital Lease Obligations (4) (3) - ------------------------------------------------------------------------------------------------------------------ Net Cash Provided (Used) by Financing Activities 17,541 (29,374) - ------------------------------------------------------------------------------------------------------------------ Net Decrease in Cash and Cash Equivalents (1,736) (9,257) - ------------------------------------------------------------------------------------------------------------------ Cash and Cash Equivalents at Beginning of Year 38,858 54,658 - ------------------------------------------------------------------------------------------------------------------ Cash and Cash Equivalents at End of Period $37,122 $45,401 ================================================================================================================== RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Net Income $ 1,916 $ 1,348 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Provision for Depreciation and Amortization 447 463 Accretion of Net Discount on Purchased Subsidiary 301 328 Amortization of Discount and Premiums on Investment Securities, Net 206 254 Provision for Possible Loan Losses 265 179 Securities Gains (365) (12) Decrease in Income Earned Not Received 325 645 (Increase) Decrease in Other Assets 635 (442) (Gain) Loss on Sale of Premises and Equipment (11) 0 Increase (Decrease) in Interest Payable 141 99 Increase (Decrease) in Income Taxes Payable 801 230 Decrease in Accrued Expenses (852) (377) - ------------------------------------------------------------------------------------------------------------------ Net Cash Provided by Operating Activities $ 3,809 $ 2,715 ================================================================================================================== The accompanying notes are an integral part of this statement. 5 6 NOTE TO CONSOLIDATED FINANCIAL STATEMENTS 1. ACCOUNTING AND REPORTING POLICIES BASIS OF PRESENTATION The accounting and reporting policies of CB Financial Corporation (the "Corporation") and its subsidiaries are in accordance with generally accepted accounting principles and conform to practice within the banking industry. The condensed consolidated financial statements included herein have been prepared by the Corporation, without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and the notes contained in the 1995 Annual Report and Form 10-K to shareholders of CB Financial Corporation filed with the Securities and Exchange Commission. CONSOLIDATION In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to assure the fair presentation of financial condition and results of operations. All material intercompany accounts and transactions have been eliminated. All such adjustments are of a normal recurring nature. LOANS Effective January 1, 1995, the Corporation adopted Statement of Financial Accounting Standards (SFAS) No. 114, "Accounting by Creditors for Impairment of a Loan" and SFAS No. 118, "Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures." This Statement requires that impaired loans be measured based on the present value of expected future cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. The adoption of these statements on January 1, 1995 had no significant impact on the financial position or the results of operations of the Corporation. Effective January 1, 1996, the Corporation adopted Statement of Financial Accounting Standard No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of." This new accounting standard requires impairment losses on long-lived assets to be recognized when an asset's book value exceeds its expected future cash flows (undiscounted). The adoption of this accounting standard did not impact the Corporation's financial position or results of operations. Effective January 1, 1996, the Corporation adopted Statement of Financial Accounting Standard No. 122, "Accounting for Mortgage Servicing Rights." The statement requires capitalization of servicing rights on mortgage loans, when the loans are to be sold and the servicing retained. The adoption of this accounting standard did not have a material impact on the Corporation's financial position or results of operations. 6 7 Part I: Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's discussion and analysis of certain significant factors which have affected the Corporation's financial condition and earnings during the periods included in the accompanying consolidated financial statements. FINANCIAL CONDITION A summary of the period changes in principal sources and uses of funds is shown below in thousands of dollars. CHANGE FROM DECEMBER 31, 1995 TO MARCH 31, 1996 Funding Sources: Cash & Cash Equivalents $ 1,736 Investment Securities 23,380 Deposits 22,354 Operating Activities 3,809 Sale of Premises & Equip. 91 ------- $51,370 ======= Funding Uses: Loans $46,368 Short Term Interest Bearing Liabilities 3,494 Cash Dividends 840 Capital Expenditures 189 Repayment of Note and Capital Leases 479 ------- Total Uses $51,370 ======= The primary source of funds for loan growth was the sale and maturity of investment securities available for sale, increase in deposits and decreased cash and cash equivalent balances. Net loans increased $46.4 million as of March 31, 1996 from the totals reported at December 31, 1995. Time deposits and savings accounts increased $34.8 million over the December 31, 1995 balance which was offset by decreases in demand and interest bearing demand accounts of $12.4 million. The increase in time and savings account balances resulted from marketing efforts and pricing strategy to attract additional funds and the migration of funds from demand deposit accounts. Short term interest bearing liabilities and federal funds purchased have decreased from the December 31, 1995 balances as funds from operating activities have increased. 7 8 LIQUIDITY AND CAPITAL RESOURCES During the first three months of 1996 there were no significant changes with respect to the capital resources of the Corporation. Management feels that the liquidity position of the Corporation as of March 31, 1996 is more than adequate to meet its future cash flow needs. Management also closely monitors capital levels to provide for normal business needs and to comply with regulatory requirements. As summarized below, the Corporation's capital ratios were well in excess of the regulatory requirements for classification as "Well Capitalized": Regulatory Minimum for March 31, "Well Capitalized" 1996 1995 ------------------ ----- ----- Total Capital 10% 15.1% 16.9% Tier I Capital 6 14.3 15.9 Tier I Leverage Ratio 5 9.5 9.2 RESULTS OF OPERATIONS A summary of the period to period changes in the principal items included in the consolidated statement of income is shown below in thousands of dollars, and as a percent. Comparison of Three Months Ended March 31, 1996 & 1995 --------------------- Interest Income $ 700 5.7% Interest Expense 675 14.3 ----- ---- Net Interest Income 25 .3 Provision for loan losses 86 48.0 ----- ---- Net interest income after provision for loan losses (61) (.8) Other Income 668 47.3 Other Expenses (261) (3.7) ----- ---- Income before income tax 868 45.1 Income Tax Expense 300 52.1 ----- ---- Net Income $ 568 42.1 ===== ==== A summary of the components of the net interest margin computation on a tax equivalent basis for the three month period ending March 31, 1996 and 1995 is presented in the following table: 3/31/96 3/31/95 ------- ------- Interest on Earning Assets 8.15% 8.07% Interest on Interest Bearing Liabilities 4.08 3.67 Interest Expense Related to Earning Assets 3.31 2.99 Net Interest Margin 4.84 5.08 8 9 NET INTEREST INCOME Interest income increased $700,000 (5.7%) through March 31, 1996 over the amount reported for the same period of 1995 which resulted primarily from an increase in loan volume and rates. Interest expense for the two comparable periods increased $675,000 (14.3%) in 1996 due to higher deposit balances, shift in deposit product mix and higher interest rates. Net interest income increased $25,000 in 1996 over 1995. PROVISION FOR LOAN LOSSES The Corporation has adopted SFAS No.114, "Accounting by Creditors for Impairment of a Loan," as amended by SFAS No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures," effective January 1, 1995. Under these Statements, a loan is considered impaired when it is probable that all amounts due will not be collected according to the contractual terms of the loan agreement. The Statements require that an impaired loan be measured based on the present value of the expected future cash flows discounted at the loan's effective interest rate, the observable market price of the loan or the fair value of the collateral if the loan is collateral dependent. The increase in the loan loss provision during the first three months of 1996 of $86,000 or 48.0% reflects increased loan volume which indicates a desire by the subsidiary banks to maintain an adequate reserve. The reserve for possible loan losses at the end of the first quarter of 1996 was $204,000 lower or 5.2%, than at March 31, 1995. Net loan charge offs for the three month period ending March 31, 1996 and 1995 were $509,000 and $19,000, respectively. Overall loan growth and expansion into new types of retail lending have led to higher charge-offs than normal during the first quarter of 1996. Expressed as a percent of average loans outstanding, the average reserve for possible loan losses was .84%, .99% and .98% as of March 31, 1996, March 31, 1995 and December 31, 1995, respectively. Nonperforming Loans are defined by the Corporation to include loans on which interest is not being accrued, and restructured loans where interest rates have been renegotiated at below market rates. For purposes of calculating an impairment reserve in accordance with SFAS No. 114, the Corporation considers non-accrual loans and loans 90 days or more past due (excluding small balance homogeneous consumer loans) as meeting the Statement's definition of impaired which totaled $1,219,000 at March 31, 1996, $1,014,000 at March 31, 1995 and $1,331,000 at December 31, 1995. Large balance impaired loans (generally those with balances of $100,000 or more) accounted for $931,000 or 76.4 percent of total impaired loans at March 31, 1996. The impairment reserve on these loans included in the reserve for possible loan losses amounted to $434,000 at March 31, 1996. The average balance of impaired loans was $1,098,000 for the three month period ending March 31, 1996. Interest income recognized during the time the loans were impaired was $3,000 all of which was received on a cash basis. The remaining performing loan portfolio was collectively evaluated for impairment. Total nonperforming assets which includes non-accrual loans, other real estate owned and assets acquired through repossession were $2,002,000, $1,387,000 and $1,697,000 at March 31, 1996, March 31, 1995 and December 31, 1995, respectively. OTHER INCOME Total non-interest income amounted to $2,078,000 and $1,410,000 for the three months ended March 31, 1996 and 1995, respectively. Trust income was $474,000 and $522,000 for each period, a reduction of $48,000. Service charges were $813,000 and $558,000, an increase of $255,000 in 1996 over 1995 due to a revised schedule of fees effective in the second quarter, 1995. Security gains of $365,000 and $12,000 were recognized in the first quarter of 1996 and 1995, respectively. Other income was $128,000 and $21,000 in the first quarter of 1996 and 1995, respectively. The increase in other income is the result of additional gains on loans sold and the adoption of the Statement of Financial Accounting Standard No. 122. 9 10 OTHER EXPENSES Other non-interest expenses amounted to $6,722,000 and $6,983,000 for the three months ended March 31, 1996 and 1995, a reduction of $261,000 or 3.7%. The fluctuation of the major components of non-interest expenses are presented below (in thousands of dollars and as a percent): Comparison of Three Months Ended March 31, 1996 & 1995 --------------------- Salaries & employee benefits $(143) ( 4.4)% Occupancy, furniture & equipment ( 9) ( .7) Marketing, advertising and public relations 181 150.3% Stationery & Supplies ( 81) (46.4) FDIC Premium Expense (323) (99.5) Other Operating Expense 114 6.0 ----- ----- Total Non-Interest Expenses $(261) (3.7)% ===== ===== The decrease in salaries and employee benefits is due to a net reduction of 9 FTE's in the first quarter 1996 which was partially offset by increases due to normal performance evaluations. The increase in marketing, advertising and public relations expenditures were projected in the 1996 Budget and reflect strategies to increase loans and introduce new deposit products to generate additional accounts and balances. The decline in FDIC premium expense reflects the reduction in the assessment rate since the Bank Insurance Fund (BIF) was over funded. APPLICABLE INCOME TAX Applicable income tax expense is based on income, less that portion which is exempt from federal taxation, taxed at the statutory federal income tax rate of 34%. The provision is further reduced to a lesser extent by other tax-exempt items. The increase in the 1996 income tax provision reported in the accompanying financial statements for the three month periods ended March 31, 1996 and 1995 reflect the increase in earnings. OTHER MATTERS The first phase of the study of financial centers' delivery systems completed in April, 1996 will result in closing up to six offices in 1996. The cost to close these offices is not expected to exceed $1,000,000 before federal income tax and will result in a restructuring charge being recognized in the second quarter of 1996. Part II. OTHER INFORMATION Item 6. Exhibit and Report on Form 8-K: (a) A Form 8-K Report was not filed during the three months ended March 31, 1996. (b) Exhibit 27: Financial Data Schedule 10 11 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized. CB FINANCIAL CORPORATION BY: /s/ A. Wayne Klump ----------------------- A. Wayne Klump Treasurer Dated: May 10, 1996 11 12 Exhibit Index Exhibit Number Description 27 Financial Data Schedule