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FRY-6 OMB Number 7100-0297
Board of Governors of the Federal Reserve S COPY Approval expires December 31 2015 Page 1 of2
Annual Report of Holding Companies-FR Y-6
Report at the close of business as of the end of fiscal year
This Report is required by law Section 5(c)(1 )(A) of the Bank Holding Company Act (12 USC sect 1844 (c)(1)(A)) Section 8(a) of the International Banking Act (12 USC sect 3106(a)) Sections 11(a)(1) 25 and 25A of the Federal Reserve Act (12 USC sectsect 248(a)(1) 602 and 611a) Section 21113(c) of Regulation K (12 CFR sect 21113(c)) and Section 2255(b) of Regulation Y (12 CFR sect 2255(b)) and section 10(c)(2)(H) of the Home Owners Loan Act Return to the appropriate Federal Reserve Bank the original and the number of copies specified
NOTE The Annual Report of Holding Companies must be signed by one director of the top-tier holding company This individual should also be a senior official of the top-tier holding company In the event that the top-tier holding company does not have an individual who is a senior official and is also a director the chairshyman of the board must sign the report
I DAVID E CARPENTER Name of the Holding Company Director and Official
DIRECTORPRESIDENTSECRETARY amp TREASURER Title of the Holding Company Director and Official
attest that the Annual Report of Holding Companies (including the supporting attachments) for this report date has been preshypared in conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief
With respect to information regarding individuals contained in this report the Reporter certifies that it has the authority to provide this information to the Federal Reserve The Reporter also certifies that it has the authority on behalf of each individual to consent or object to public release of information regarding that individual The Federal Reserve may assume in the absence of a request for confidential trea ent submitted in accordance with the Boards Rules Regardi middot Availability of Information 12 CFR Part 261 that the 7 r and individual consent to public release of all details inf rep rt concerning that individual
Signature of Holding Company Director and Official
03182015 Date of Signature
For holding companies nQJ registered with the SEC-
Indicate status of Annual Report to Shareholders
J8J is included with the FR Y-6 report
D will be sent under separate cover
D is not prepared
For Federal Reserve Bank Use Only
RSSDID JolampYVi CI
This report form is to be filed by all top-tier bank holding compashynies and top-tier savings and loan holding companies organized under US law and by any foreign banking organization that does not meet the requirements of and is not treated as a qualifyshying foreign banking organization under Section 21123 of Regulation K (12 CFR sect 21123) (See page one of the general instructions for more detail of who must file) The Federal Reserve may not conduct or sponsor and an organization (or a person) is not required to respond to an information collection unless it displays a currently valid OMB control number
Date of Report (top-tier holding companys fiscal year-end)
December 31 2014 Month I Day I Year
NOT APPLICABLE Reporters Legal Entity Identifier (LEI) (20-Character LEI Code)
Reporters Name Street and Mailing Address
C-B-G INC Legal Title of Holding Company
PO BOX216 (Mailing Address of the Holding Company) Street I PO Box
WEST LIBERTY IA 52776 City State Zip Code
1115 N ELM STREET WEST LIBERTY IA 52776 Physical Location (if different from mailing address)
Person to whom questions about this report should be directed JEFFREY P TRIPLETT CPA
Name Tie
319-627-4101 Area Code I Phone Number I Extension
319-627 -4403 Area Code I FAX Number
JTRIPLETTLCOMNET E-mail Address
NIA BHC HAS NO WEBPAGE Address (URL) for the Holding Companys web page
Does the reporter request confidential treatment for any portion of this
submission
D Yes Please identify the report items to which this request applies
rgj No
D In accordance with the instructions on pages GEN-2 and 3 a letter justifying the request is being provided
D The information for which confidential treatment is sought is being submitted separately labeled Confidential
Public reporting burden for this information co llection is estimated to vary from 13 to 101 hours per response with an average of 525 hour per response including time to gather and
maintain data In the required form and to review instructions and complete the information collection Send comments regarding this burden estimate or any oer aspect of this colleclton of
information Including suggestions for reducing this burden to Secretary Bo ard of Governors of the Federal Reserve System 2oth and C Streets NW Washington DC 20551 and to the
Office of Management and Budget Paperwork Reduction Project (7100-0297) Washington DC 20503 1012014
C-8-G Inc
Balance Sheets - Internally Prepared December 31 2014 And 2013
Assets Cash Accounts receivable Investments
Common stock of Community Bank amp Trust (Note 2) Common securities of C-B-G Capital Trusts Ill and IV (Note 3) other
Land held for parking or fUture expansion Debt issuance costs net of amortization 2014 $1539 2013 $1387
Liabilities And Stockholders Equity
Liabilities Accounts payable Note payable short term (Note 6) Notes payable (Note 6) Accrued interest Trust preferred securities (Note 3) other
Stockholders Equity Capital stock common no par value stated value $100 per share authorized 1000000 shares outstanding 2014 243381 2013 245923 shares (net of treasufY shares)
Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) (Note 4)
Less cost of treasUfY stock
See Notes to Financial Statements
$
s
$
$
2014 17895 $
1830
27391502 372000
200 44358
3041 27830826 $
1501 192200
6174 11 197
12372000 1729
12584801
243381 7757775
13141525 (231 177)
20911504
5665479 15246025
$
27830826 $
2013 810716
11066
25782388 372000
200 44358
3193 27023921
5699 1000 4701 9795
12372000 6280
12399475
245923 7757775
12445346 (332924)
20116120
5491674 14624446 27023921
middotJt C-s-9 Inc bull
Statements Of Income - Internally Prepared Years Ended December 31 2014 And 2013
Operating income Dividends received from subsidiary bank Interest
middot
Other
Expenses Interest Amortization Professional fees Management fees to stockholder and related corporation Other
Income (loss) before-equity In undistributed income of subsidiary
$
---- -------------------c_=-- __
Equity in undistributed income(loss) of subsidiary bank (Note 2)
Net income $
See Notes to Financial Statements
2
C-B-G Inc
Statements of Stockholders Equity - Internally Prepared Years Ended December 31 2014 And 2013
Additional Common Paid-In Retained
Stock Caeital Earnings Balance December 31 2012 $ 246282 $ 7757775 $ 11844496
Net Income 1533376 Dividends (932526) Other Comprehensive income (loss) Stock Issuance Acquisition of shares for the treasury (359)
Balance December 31 2013 245923 7757775 12445346 Net Income 1635671 Dividends (939492) other Comprehensive income (loss) Stock Issuance Acquisition of shares for the treasury (2542)
Balance December 31 2014 $ 243381 $ 7757775 $ 13141525
3
Accumulated Other
Comprehensive Income
$ 746658 $
(1079582)
(332924)
101747
$ (231177) $
Treasury Stock
(5464595) _
-
_
(27079) (549167 4)
(173805) (5665479)
$
$
Total 15130616 1533376 (932526)
(1079582)
(27438) 14624446
1635671 (939492) 101747
(176347) 15246025
C-8-G Inc
Statements Of Cash Flows - Internally Prepared Years Ended December 31 2014 And 2013
2014 2013
Cash Flows from Operating Activities Net income $ 1635671 $ 1533376 Adjustments to reconcile to net cash provided by
operating activities Undistributed (earnings) Joss of subsidiary (1507368) (1964632) 6ino[lizatio11 ()f dltbt issuanc(3 costs - --middot middot middotmiddot-- -middot- 153 153 (Increase) decrease in receivables 9236 (84o7) Increase (decrease) in accounts payable (4198) (17110) Increase (decrease) in accrued interest 1402 (24395) Increase (decrease) in other liabilities (4551) 3672
Net cash provided by (used in) operating activities 130345 (477343)
Cash Flows From Investing Activities Sale of securities
Net cash provided by (used in) investing activi ties
Cash Flows from Financing Activities Principal payments on note payable (5701) (2052584) Proceeds from issuance of long-term debt 198374 Payments to acquire common stock for the treasury (176347) (27438) Cash dividends paid (939492) (932526)
Net cash provided by (used in) financing activities (923 166) 3012548)
Increase (decrease) in cash (792821) (3489891)
Cash Balance Beginning 810716 4300607 Ending $ 17895 $ 810716
Supplemental Disclosures of Cash Flow Information Cash paid for interest $ 224541 $ 288499
See Notes to Financial Statements
4
C-B-G Inc
Notes to Internally Prepared Financial Statements
Note 1 Nature of Business and Significant Accounting Policies
Nature of business C-B-G Inc (the Company) is a bank holding company that owns 71 shares (100) of the outstanding common stock of Community Bank amp Trust
- -- - - middot - -
Community Bank amp Trust is a full service community bank located in Muscatine Iowa with branches in Columbus Junction Wapello and Wilton Iowa The Bank grants agribusiness commercial real estate and installment loans to customers primarily in Muscatine Columbus Junction Wapello Wilton and surrounding areas with a concentration of loans in the real estate business
Accounting estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
A summary of the Companys significant accounting policies follows
Investment in common stock of subsidiary bank The Company accounts for its investment in its subsidiary bank by the equity method of accounting under which the net income of the subsidiary bank is recognized as income in the Companys income statement and added to the investment account and dividends received from the subsidiary bank are treated as a reduction of the investment account
Common securities of C-B-G Capital Trusts The investment is stated at cost
Marketable debt and equity securities The Company and its subsidiary bank(s) account for investments in debt and equity securities under Statement of Financial Accounting Standard No 115 Accounting for Certain Investments in Debt and Equity Securities
The subsidiary bank classifies all debt securities as held to maturity or available for sale Debt securities classified as held to maturity are those which the subsidiary bank has both the positive intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount computed by the interest method over their contractual Jives Gains and losses on sales of these debt securities are based upon the adjusted book value of the specific security sold
5
C-8-G Inc
Notes to Internally Prepared Financial Statements
Note 1 Nature of Business and Significant Accounting Policies (Continued)
Debt securities classified as available for sale are those which the subsidiary bank intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as
- available for sale would be based on various factors including signifiGant movements in interest rates changes in the maturity mix of the subsidiary banks assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value Unrealized gains and losses are reported as increases or decreases in stockholders equity of the subsidiary bank and the Company net of the related deferred tax effect Realized gains or losses determined on the basis of the cost of specific securities sold are included in earnings of the subsidiary bank Investment securities areevaluated periodically for impairment
Debt issuance costs The cost of issuance of trust preferred debt securities is amortized by the straight line method over the expected period of time the securities will be outstanding Any remaining debt issuance costs associated with retired trust preferred securities are written off in the year retired
6
C-B-G Inc
Notes To Internally Prepared Financial Statements
Note 2 Investment in Community Bank amp Trust
The unaudited condensed balance sheets of the wholly owned unconsolidated subsidiary Community Bank amp Trust are as follows
Assets Cash and due from banks Federal funds sold Investment securities Loans net of allowance for loan losses 2014 $1739525 2013 $1 700827 Goodwill Cash surrender value of bank owned life insurance Other assets
Liabilities And Stockholders Equity Liabilities
Demand deposits Time deposits Other liabilities
Stockholders equity
Unaudited net income for the year then ended
$
$
$
$
2014 22606980
62244244
151289770 4982686 4668922 8502835
254295437
97912738 123537 185
5454012 226903935
27391502 254295437
2029218
December 31 2013
$ 22 117 120
69424691
142040796 4982686 4537348 8868201
$ 251970842
$ 91690776 132692384
1805294 226 188454
25782388 $ 251970842
$ 1964632
Dividends received from the subsidiary bank during 2014 and 2013 totaled $521850 and $0 respectively
-Goodwill represents the cost in excess of the fair value of assets acquired in business combinations Goodwill has an indefinite life but is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired
7
lt
C-B-G Inc bull
Notes To Internally Prepared Financial Statements
Note 3 Common Securities of C-B-G Inc Capital Trusts
The Companys investment in common securities of the C-B-G Capital Trusts is as follows
Capital Trust Ill Capita Trust IV
Outstanding trust preferred securities are as follows
Capital Trust Ill Capital Trust IV
$
$
December 31 201 4
93000 279000 372000 $
December 31 2014
3093000 9279000
12372000 $
2013 93000
279000 372000
2013 3093000 9279000
12372000
(Ill) On November 30 2004 the Company formed a subsidiary C-B-G Capital Trust Ill and issued a debenture to the subsidiary in exchange for $3093 000 in indebtedness the full amount of which is classified on the balance sheet as a liability For regulatory purposes a portion of the debenture is allowed in the calculation of Tier 1 capital At the same time C-B-G Capital Trust Ill issued 3000 shares of Trust Preferred Securities (TPS) totaling $3000000 and 93 shares of Trust Common Securities (TCS) totaling $93000 collectively the Securities which the Company is obligated to redeem at maturity The Securities provide for cumulative distributions calculated at a rate per annum of 219 above the Three-Month Libor Rate (the Floating Distribution Rate) multiplied by the Aggregate Liquidation Amount of the Securities outstanding as of each Distribution Date The maximum Floating Distribution Rate will be no higher than the maximum rate then permitted by New York law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond December 15 2034 At the end of the deferral period all accumulated and unpaid distributions must be paid The Securities must be redeemed no later than December 15 2034 however the Company has the option to shorten the maturity date of the Securities to a date not earlier than December 15 2009 The securities will be redeemed at par value Holders of the Securities have limited voting rights are unsecured and rank junior in priority of payment to all of the Companys indebtedness pari passu to the other trust preferred issuances and senior to the Companys capital stock The TCS issued to the Company totaled $93000 and is reflected as an asset on the balance sheet
(IV) On September 20 2007 the Company formed a subsidiary C-B-G Capital Trust IV and issued a debenture to the subsidiary in exchange for $9279000 in indebtedness the full amount of which is classified on the balance sheet as a liability For regulatory purposes a portion of the debenture is allowed in the calculation of Tier 1 capital At the same time C-B-G Capital Trust IV issued 9000 shares of Trust Preferred Securities (TPS) totaling $9000000 and 279 shares of Trust Common Securities (TCS) totaling $279000 collectively the Securities which the Company is obligated to redeem at maturity The Securities provide for cumulative distributions calculated at a rate per annum of 132 above the Three-Month Libor Rate (the Floating Distribution Rate) multiplied by the Aggregate Liquidation Amount of the Securities outstanding as of each Distribution Date The maximum Floating Distribution Rate will be no higher than the maximum rate then permitted by New York law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond December 15 2037 At the end of the deferral period all accumulated and unpaid distributions must be paid The Securities must be redeemed no later than December 15 2037 however the Company has the option to shorten the maturity date of the Securities to the date not earlier than December 15 2012 The Securities will be redeemed at par value Holders of the Securities have limited voting rights are unsecured and rank junior in priority of payment to all of the Companys indebtedness pari passu to the other trust preferred issuances and senior to the Companys capital stock The TCS issued to the Company totaled $279000 and is reflected as an asset on the balance sheet
8
C-B-G Inc bull
Notes To Internally Prepared Financial Statements
Note 4 Accumulated Other Comprehensive Income
The accumulated other comprehensive income is as follows
December 31 2014 2013
Unrealized gains (losses) on debt securities of the subsidiary bank (332924)
Note 5 Income Tax Matters
The Company with the consent of its stockholders has elected to be taxed under sections of federal and state income tax laws which provide that in lieu of corporation income taxes the stockholders separately account for their pro rata shares of the Companys items of income deductions losses and credits As a result of this election no income taxes have been recognized in the statements of income
The Company intends to declare dividends in amounts needed to assist the stockholders in paying their personal income taxes related to corporate income The Company may also declare additional dividends from excess cash balances after consideration of investing and financing requirements
Note 6 Notes Payable
A $500000 line of credit was extended to the Company by Farmers amp Merchants Savings Bank on August 25 2008 The interest rate on this line is a daily variable rate equal to the New York City Prime Rate with a floor of 5 Amounts borrowed are due on demand but since no demand was made then quarterly payments of accrued interest calculated on the amount of credit outstanding began on November 23 2008 with principal originally due on August 25 2009 Since August 252009 extensions of the payment have been granted each year with the most recent extension in effect until August 25 2015
In November 2014 the Company repurchased shares owned by one shareholder for the treasury Terms of the purchase are confidential but as part of the purchase the Company assumed debt owed by the shareholder for which the shares served as collateral Subsequent to year end but prior to the issuance of these financial statements the debt assumed was paid in full
9
1 bull
FR Y-6
C-B-G INC West Liberty Iowa
Fiscal Year Ending December 31 2014 Report1tem
1 A copy Of the 8ompanys annual report to its shareholders is attached
__________ 2(2__ Orgaajzational Chart
100 C-B-G Inc
s West Liberty Iowa -
Incorporated in Iowa
-- - -
Conumuiify Ballk ampTrust Coinp11ny
Mucatme Iovia Incorporatedfu Iowa
100
C-B-G Capital Trust ill West Liberty Iowa
Organized in Dela1vare
2(b) BranchVerlfication submitted via e-mail onJanuary 30 2015
100
-
C-BG Capita1Tmst IV WestLiberfy -Iowa
Organized-ipIifaware
Results A list of branches for your depository irrstitutlon COMMUNITY BANK amp TRUST (ID_RSSD 1015841) This depository Institution Is held by C-B-0 INC (1201448) of WEST UBERlY IA The data are as of 12312014 Data reflects information that was received and processed throughOl072015
Reconclllatlon and Verification Steps
1 In Ihe Dilta AcUon column or each branch row enter one or more of the actions specified below
2 If required enter the dlt1te In the Effective Date column
Otc If the brlt1nch information Is corrKt enter OK In the Data Action column
Chan1e If the branch information is Incorrect or incomplete revise the data enter Change In the Data Action column and the date when this information first became valtd in the Effective Date column
Oo5e If a branch listed was sold or dosed enter Close In the Data Action column and the sale or closure date ln the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete In the Data AcUon column Add If a reportable branch Is missing insert a row add the branch datai and enter Add in the Dilta Action column and the opening or acquisition date In the Effective Date column
tf printing this list you may need to lt1djust your page setup in MS Excel Try using landscape orientation page scaling andor leeal sized paper
SubmlHion Procldure
When you are finished send a saved copy to your FRB contact See the detalled instructions on this site for more information
If you are e-mailing this to your FRB contact put your Institution name city and state fn the subject line or the e-mail
Note
To satisfy the FR Y-10 reportlnc requirements you must also submit FR Y-10 Domestic Branc-h Schedules ror each branch with a Data AcUon or Change Oose lete or Add The FR YmiddotlO report may be submitted in a hardcopy format Of via the FR Y-10 Online appliti1Uon bull httpsylOonllnefederalreservegov
bull FDIC UNINUM Office Number and ID_RSSO columns are for reference onfy Verification of these values Is not required
OataActkgtn Effective Date Branch Service Type Branch IO_Rssobull Popular Name Strlet Address Cty State Ok Full Service (Head Office) 1015841 COMMUNITY BANK amp TRUST 615 CEDAR STREET MUSCAT INE IA OK Full Service 210649 PEOPLES OFFICE BRANCH 229 MAIN STREET COLUMBUS JUNCTION IA
Ok Umitedcr 2092616 PARK AVE BRANCH 2506 PARK AVENUE MUSCATINE IA
Ok Full Service 3959033 WAPELLO BRANCH 206 HIGHWAY 61 NORTH WAPELLO IA
OK Full Service 146243 210 WEST 4TH STREET BRANCH 210 WEST 4TH STREET WILTON IA
Zip Code
52761
52738
52761 52653
52778
County Countrv MUSCATINE UNITED STATES
LOU rsA UNITED STATES
MUSCATINE UNITED STATES
LOUISA UNITED STATES
MUSCATINE UNITED STATES
FDIC UNINUMbull Office Numberbull Head Off1Ce Head Office ID_Rssobull Comments
1624S 0 COMMUNITY BANK amp TRUST 1015841 12595 3 COMMUNITY BANK amp TRUST 1015841
256040 1 COMMUNITY BANK amp TRUST IDl5841
267937 S COMMUNITY BANK amp TRUST 1015841 5957 4 COMMUNITY BANK amp TRUST 1015841
Report Item 3 Securities Holders (l)(a) (b) (c) (2)(a) (b)(c)
FORMFRY-6
C-B-GINC West Liberty Iowa December 31 2014
Current securities holders with ownership control or holdings of 5 or more with power to vote as offiscal year ending December 31 2014
Securities holders not listed in (3)(l)(a) through (3)(l)(c) that had ownership control or holdings of 5 or more with power to vote during the fiscal year ending December 31 2014
(l)(a)
Name And Address (City State Country)
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWC GSTFBO Nancy A Leahy Wilton Iowa USA
( l )(b) Country of Citizenship Or Incorporation
USA
USA
David E Cat]Jenter USA Iowa City Iowa USA
Velma StiffTrust USA West Liberty Iowa USA
(l)(c)
Number and Percentage of Each Class ofVoting Securities
3997- 164 Common Stock
3997- 164 Common Stock
9484- 390 Common Stock
2146-88 Cotrunon Stock
(2)(a)
Name And Address (City State Country)
None
None
None
None
(2)(b)
Counhy Of Citizenship Or Incorporation
(2)(c) Number And Percentage OfEach Class OfVoting Securities
Report Item 4 Insiders (1) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Conn try)
David E Carpenter Iowa City Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Real Estate Development
(3)(a)
Title And Position With Bank Holding Company
Director amp President amp Secretmy amp Treasurer
FORlVIFR Y-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Chainnan Community Bank amp Trust
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
President (Cerulean Propetiies Inc)
President (BWC Farms Inc)
President (Cardinal Properties Inc)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
390
Manager (Arizona LLC)
Manager (Beautiful LLC)
Manager (Dulcet LLC)
Manager (Lagomorph LLC)
Manager (518 Laurel LLC)
Manager(Later LLC)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
(4)(c) List Names Of Other Companies (Includes Partnerships) If25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cerulean Properties Inc 100
BWC Fanns Inc 81
Cardinal Prope1iies Inc 100
Halcyon Management LLC 50
Mesa 7100 Associates LLC 67
Report Item 4 Insiders (2) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Countiy)
David E Carpenter Iowa City lowa USA (Continued)
Gerald F Denning Iowa City Jowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Attorney
(3)(a)
Title And Position With Bank Holding Company
Director amp Asst Secretary Asst Treasurer
FORMFRY-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (lnclude Names Of Subsidiaries)
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Manager (ND Stadinm Club LLC)
Manager (Zymotic LLC)
Manager(Sonsy LLC)
Trnstee (CBG Capital Trust IV)
General Partner or Manager In Several Part11erships or Limited Liability Companies Formed to Own Real Estate
Partner (Allbee 7 Barclay PC) Secretary (W-M Ltd) Manager (WWLM LLC) Trustee (CBG Capital Trust Ill)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (lnclude Names Of Subsidiaries)
None
(4)(c) Other Companies (Includes PartJ1erships) If 25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cahnslyne LLC 40
Several Limited Liability Companies Formed to Own Real Estate
Allbee Barclay PC 33
W-M Ltd 33 WWLM LLC 33
Report Item 4 Insiders (3) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
(1)
Names And Address (City State Country)
Diana M Gradert Wilton Iowa USA
Gary D Slight Muscatine Iowa USA
Jeffrey P Triplett Iowa City Iowa USA
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWCGSTFBO Nancy A Leahy Wilton Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Retired
Bank President
CPA
NIA
NIA
(3)(a)
Title And position With Bank Holding Compmw
Director
Director amp Vice President
Director
NIA
NIA
FORMFRY-6
C-B-GINC
West Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Director Community Bank amp Trust
President amp CEO Community Bank amp Trust
Director Community Bank amp Trust
NIA
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Chainnan 5 (WTC Co1mnunications Inc)
Trustee (CBG Capital Trnsts ID amp IV)
NIA
NIA
NIA
05
05
164
164
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
None
None
None
None
(4)(c) Other Companies (Includes Partnerships) If25 Or More OfVoting Securities Are Held (List Names Of Companies And Percentage Of Voting Securities Held)
WTC Connnunications Inc 69
NIA
NIA
NIA
NIA
C-8-G Inc
Balance Sheets - Internally Prepared December 31 2014 And 2013
Assets Cash Accounts receivable Investments
Common stock of Community Bank amp Trust (Note 2) Common securities of C-B-G Capital Trusts Ill and IV (Note 3) other
Land held for parking or fUture expansion Debt issuance costs net of amortization 2014 $1539 2013 $1387
Liabilities And Stockholders Equity
Liabilities Accounts payable Note payable short term (Note 6) Notes payable (Note 6) Accrued interest Trust preferred securities (Note 3) other
Stockholders Equity Capital stock common no par value stated value $100 per share authorized 1000000 shares outstanding 2014 243381 2013 245923 shares (net of treasufY shares)
Additional paid-in capital Retained earnings Accumulated other comprehensive income (loss) (Note 4)
Less cost of treasUfY stock
See Notes to Financial Statements
$
s
$
$
2014 17895 $
1830
27391502 372000
200 44358
3041 27830826 $
1501 192200
6174 11 197
12372000 1729
12584801
243381 7757775
13141525 (231 177)
20911504
5665479 15246025
$
27830826 $
2013 810716
11066
25782388 372000
200 44358
3193 27023921
5699 1000 4701 9795
12372000 6280
12399475
245923 7757775
12445346 (332924)
20116120
5491674 14624446 27023921
middotJt C-s-9 Inc bull
Statements Of Income - Internally Prepared Years Ended December 31 2014 And 2013
Operating income Dividends received from subsidiary bank Interest
middot
Other
Expenses Interest Amortization Professional fees Management fees to stockholder and related corporation Other
Income (loss) before-equity In undistributed income of subsidiary
$
---- -------------------c_=-- __
Equity in undistributed income(loss) of subsidiary bank (Note 2)
Net income $
See Notes to Financial Statements
2
C-B-G Inc
Statements of Stockholders Equity - Internally Prepared Years Ended December 31 2014 And 2013
Additional Common Paid-In Retained
Stock Caeital Earnings Balance December 31 2012 $ 246282 $ 7757775 $ 11844496
Net Income 1533376 Dividends (932526) Other Comprehensive income (loss) Stock Issuance Acquisition of shares for the treasury (359)
Balance December 31 2013 245923 7757775 12445346 Net Income 1635671 Dividends (939492) other Comprehensive income (loss) Stock Issuance Acquisition of shares for the treasury (2542)
Balance December 31 2014 $ 243381 $ 7757775 $ 13141525
3
Accumulated Other
Comprehensive Income
$ 746658 $
(1079582)
(332924)
101747
$ (231177) $
Treasury Stock
(5464595) _
-
_
(27079) (549167 4)
(173805) (5665479)
$
$
Total 15130616 1533376 (932526)
(1079582)
(27438) 14624446
1635671 (939492) 101747
(176347) 15246025
C-8-G Inc
Statements Of Cash Flows - Internally Prepared Years Ended December 31 2014 And 2013
2014 2013
Cash Flows from Operating Activities Net income $ 1635671 $ 1533376 Adjustments to reconcile to net cash provided by
operating activities Undistributed (earnings) Joss of subsidiary (1507368) (1964632) 6ino[lizatio11 ()f dltbt issuanc(3 costs - --middot middot middotmiddot-- -middot- 153 153 (Increase) decrease in receivables 9236 (84o7) Increase (decrease) in accounts payable (4198) (17110) Increase (decrease) in accrued interest 1402 (24395) Increase (decrease) in other liabilities (4551) 3672
Net cash provided by (used in) operating activities 130345 (477343)
Cash Flows From Investing Activities Sale of securities
Net cash provided by (used in) investing activi ties
Cash Flows from Financing Activities Principal payments on note payable (5701) (2052584) Proceeds from issuance of long-term debt 198374 Payments to acquire common stock for the treasury (176347) (27438) Cash dividends paid (939492) (932526)
Net cash provided by (used in) financing activities (923 166) 3012548)
Increase (decrease) in cash (792821) (3489891)
Cash Balance Beginning 810716 4300607 Ending $ 17895 $ 810716
Supplemental Disclosures of Cash Flow Information Cash paid for interest $ 224541 $ 288499
See Notes to Financial Statements
4
C-B-G Inc
Notes to Internally Prepared Financial Statements
Note 1 Nature of Business and Significant Accounting Policies
Nature of business C-B-G Inc (the Company) is a bank holding company that owns 71 shares (100) of the outstanding common stock of Community Bank amp Trust
- -- - - middot - -
Community Bank amp Trust is a full service community bank located in Muscatine Iowa with branches in Columbus Junction Wapello and Wilton Iowa The Bank grants agribusiness commercial real estate and installment loans to customers primarily in Muscatine Columbus Junction Wapello Wilton and surrounding areas with a concentration of loans in the real estate business
Accounting estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
A summary of the Companys significant accounting policies follows
Investment in common stock of subsidiary bank The Company accounts for its investment in its subsidiary bank by the equity method of accounting under which the net income of the subsidiary bank is recognized as income in the Companys income statement and added to the investment account and dividends received from the subsidiary bank are treated as a reduction of the investment account
Common securities of C-B-G Capital Trusts The investment is stated at cost
Marketable debt and equity securities The Company and its subsidiary bank(s) account for investments in debt and equity securities under Statement of Financial Accounting Standard No 115 Accounting for Certain Investments in Debt and Equity Securities
The subsidiary bank classifies all debt securities as held to maturity or available for sale Debt securities classified as held to maturity are those which the subsidiary bank has both the positive intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount computed by the interest method over their contractual Jives Gains and losses on sales of these debt securities are based upon the adjusted book value of the specific security sold
5
C-8-G Inc
Notes to Internally Prepared Financial Statements
Note 1 Nature of Business and Significant Accounting Policies (Continued)
Debt securities classified as available for sale are those which the subsidiary bank intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as
- available for sale would be based on various factors including signifiGant movements in interest rates changes in the maturity mix of the subsidiary banks assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value Unrealized gains and losses are reported as increases or decreases in stockholders equity of the subsidiary bank and the Company net of the related deferred tax effect Realized gains or losses determined on the basis of the cost of specific securities sold are included in earnings of the subsidiary bank Investment securities areevaluated periodically for impairment
Debt issuance costs The cost of issuance of trust preferred debt securities is amortized by the straight line method over the expected period of time the securities will be outstanding Any remaining debt issuance costs associated with retired trust preferred securities are written off in the year retired
6
C-B-G Inc
Notes To Internally Prepared Financial Statements
Note 2 Investment in Community Bank amp Trust
The unaudited condensed balance sheets of the wholly owned unconsolidated subsidiary Community Bank amp Trust are as follows
Assets Cash and due from banks Federal funds sold Investment securities Loans net of allowance for loan losses 2014 $1739525 2013 $1 700827 Goodwill Cash surrender value of bank owned life insurance Other assets
Liabilities And Stockholders Equity Liabilities
Demand deposits Time deposits Other liabilities
Stockholders equity
Unaudited net income for the year then ended
$
$
$
$
2014 22606980
62244244
151289770 4982686 4668922 8502835
254295437
97912738 123537 185
5454012 226903935
27391502 254295437
2029218
December 31 2013
$ 22 117 120
69424691
142040796 4982686 4537348 8868201
$ 251970842
$ 91690776 132692384
1805294 226 188454
25782388 $ 251970842
$ 1964632
Dividends received from the subsidiary bank during 2014 and 2013 totaled $521850 and $0 respectively
-Goodwill represents the cost in excess of the fair value of assets acquired in business combinations Goodwill has an indefinite life but is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired
7
lt
C-B-G Inc bull
Notes To Internally Prepared Financial Statements
Note 3 Common Securities of C-B-G Inc Capital Trusts
The Companys investment in common securities of the C-B-G Capital Trusts is as follows
Capital Trust Ill Capita Trust IV
Outstanding trust preferred securities are as follows
Capital Trust Ill Capital Trust IV
$
$
December 31 201 4
93000 279000 372000 $
December 31 2014
3093000 9279000
12372000 $
2013 93000
279000 372000
2013 3093000 9279000
12372000
(Ill) On November 30 2004 the Company formed a subsidiary C-B-G Capital Trust Ill and issued a debenture to the subsidiary in exchange for $3093 000 in indebtedness the full amount of which is classified on the balance sheet as a liability For regulatory purposes a portion of the debenture is allowed in the calculation of Tier 1 capital At the same time C-B-G Capital Trust Ill issued 3000 shares of Trust Preferred Securities (TPS) totaling $3000000 and 93 shares of Trust Common Securities (TCS) totaling $93000 collectively the Securities which the Company is obligated to redeem at maturity The Securities provide for cumulative distributions calculated at a rate per annum of 219 above the Three-Month Libor Rate (the Floating Distribution Rate) multiplied by the Aggregate Liquidation Amount of the Securities outstanding as of each Distribution Date The maximum Floating Distribution Rate will be no higher than the maximum rate then permitted by New York law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond December 15 2034 At the end of the deferral period all accumulated and unpaid distributions must be paid The Securities must be redeemed no later than December 15 2034 however the Company has the option to shorten the maturity date of the Securities to a date not earlier than December 15 2009 The securities will be redeemed at par value Holders of the Securities have limited voting rights are unsecured and rank junior in priority of payment to all of the Companys indebtedness pari passu to the other trust preferred issuances and senior to the Companys capital stock The TCS issued to the Company totaled $93000 and is reflected as an asset on the balance sheet
(IV) On September 20 2007 the Company formed a subsidiary C-B-G Capital Trust IV and issued a debenture to the subsidiary in exchange for $9279000 in indebtedness the full amount of which is classified on the balance sheet as a liability For regulatory purposes a portion of the debenture is allowed in the calculation of Tier 1 capital At the same time C-B-G Capital Trust IV issued 9000 shares of Trust Preferred Securities (TPS) totaling $9000000 and 279 shares of Trust Common Securities (TCS) totaling $279000 collectively the Securities which the Company is obligated to redeem at maturity The Securities provide for cumulative distributions calculated at a rate per annum of 132 above the Three-Month Libor Rate (the Floating Distribution Rate) multiplied by the Aggregate Liquidation Amount of the Securities outstanding as of each Distribution Date The maximum Floating Distribution Rate will be no higher than the maximum rate then permitted by New York law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond December 15 2037 At the end of the deferral period all accumulated and unpaid distributions must be paid The Securities must be redeemed no later than December 15 2037 however the Company has the option to shorten the maturity date of the Securities to the date not earlier than December 15 2012 The Securities will be redeemed at par value Holders of the Securities have limited voting rights are unsecured and rank junior in priority of payment to all of the Companys indebtedness pari passu to the other trust preferred issuances and senior to the Companys capital stock The TCS issued to the Company totaled $279000 and is reflected as an asset on the balance sheet
8
C-B-G Inc bull
Notes To Internally Prepared Financial Statements
Note 4 Accumulated Other Comprehensive Income
The accumulated other comprehensive income is as follows
December 31 2014 2013
Unrealized gains (losses) on debt securities of the subsidiary bank (332924)
Note 5 Income Tax Matters
The Company with the consent of its stockholders has elected to be taxed under sections of federal and state income tax laws which provide that in lieu of corporation income taxes the stockholders separately account for their pro rata shares of the Companys items of income deductions losses and credits As a result of this election no income taxes have been recognized in the statements of income
The Company intends to declare dividends in amounts needed to assist the stockholders in paying their personal income taxes related to corporate income The Company may also declare additional dividends from excess cash balances after consideration of investing and financing requirements
Note 6 Notes Payable
A $500000 line of credit was extended to the Company by Farmers amp Merchants Savings Bank on August 25 2008 The interest rate on this line is a daily variable rate equal to the New York City Prime Rate with a floor of 5 Amounts borrowed are due on demand but since no demand was made then quarterly payments of accrued interest calculated on the amount of credit outstanding began on November 23 2008 with principal originally due on August 25 2009 Since August 252009 extensions of the payment have been granted each year with the most recent extension in effect until August 25 2015
In November 2014 the Company repurchased shares owned by one shareholder for the treasury Terms of the purchase are confidential but as part of the purchase the Company assumed debt owed by the shareholder for which the shares served as collateral Subsequent to year end but prior to the issuance of these financial statements the debt assumed was paid in full
9
1 bull
FR Y-6
C-B-G INC West Liberty Iowa
Fiscal Year Ending December 31 2014 Report1tem
1 A copy Of the 8ompanys annual report to its shareholders is attached
__________ 2(2__ Orgaajzational Chart
100 C-B-G Inc
s West Liberty Iowa -
Incorporated in Iowa
-- - -
Conumuiify Ballk ampTrust Coinp11ny
Mucatme Iovia Incorporatedfu Iowa
100
C-B-G Capital Trust ill West Liberty Iowa
Organized in Dela1vare
2(b) BranchVerlfication submitted via e-mail onJanuary 30 2015
100
-
C-BG Capita1Tmst IV WestLiberfy -Iowa
Organized-ipIifaware
Results A list of branches for your depository irrstitutlon COMMUNITY BANK amp TRUST (ID_RSSD 1015841) This depository Institution Is held by C-B-0 INC (1201448) of WEST UBERlY IA The data are as of 12312014 Data reflects information that was received and processed throughOl072015
Reconclllatlon and Verification Steps
1 In Ihe Dilta AcUon column or each branch row enter one or more of the actions specified below
2 If required enter the dlt1te In the Effective Date column
Otc If the brlt1nch information Is corrKt enter OK In the Data Action column
Chan1e If the branch information is Incorrect or incomplete revise the data enter Change In the Data Action column and the date when this information first became valtd in the Effective Date column
Oo5e If a branch listed was sold or dosed enter Close In the Data Action column and the sale or closure date ln the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete In the Data AcUon column Add If a reportable branch Is missing insert a row add the branch datai and enter Add in the Dilta Action column and the opening or acquisition date In the Effective Date column
tf printing this list you may need to lt1djust your page setup in MS Excel Try using landscape orientation page scaling andor leeal sized paper
SubmlHion Procldure
When you are finished send a saved copy to your FRB contact See the detalled instructions on this site for more information
If you are e-mailing this to your FRB contact put your Institution name city and state fn the subject line or the e-mail
Note
To satisfy the FR Y-10 reportlnc requirements you must also submit FR Y-10 Domestic Branc-h Schedules ror each branch with a Data AcUon or Change Oose lete or Add The FR YmiddotlO report may be submitted in a hardcopy format Of via the FR Y-10 Online appliti1Uon bull httpsylOonllnefederalreservegov
bull FDIC UNINUM Office Number and ID_RSSO columns are for reference onfy Verification of these values Is not required
OataActkgtn Effective Date Branch Service Type Branch IO_Rssobull Popular Name Strlet Address Cty State Ok Full Service (Head Office) 1015841 COMMUNITY BANK amp TRUST 615 CEDAR STREET MUSCAT INE IA OK Full Service 210649 PEOPLES OFFICE BRANCH 229 MAIN STREET COLUMBUS JUNCTION IA
Ok Umitedcr 2092616 PARK AVE BRANCH 2506 PARK AVENUE MUSCATINE IA
Ok Full Service 3959033 WAPELLO BRANCH 206 HIGHWAY 61 NORTH WAPELLO IA
OK Full Service 146243 210 WEST 4TH STREET BRANCH 210 WEST 4TH STREET WILTON IA
Zip Code
52761
52738
52761 52653
52778
County Countrv MUSCATINE UNITED STATES
LOU rsA UNITED STATES
MUSCATINE UNITED STATES
LOUISA UNITED STATES
MUSCATINE UNITED STATES
FDIC UNINUMbull Office Numberbull Head Off1Ce Head Office ID_Rssobull Comments
1624S 0 COMMUNITY BANK amp TRUST 1015841 12595 3 COMMUNITY BANK amp TRUST 1015841
256040 1 COMMUNITY BANK amp TRUST IDl5841
267937 S COMMUNITY BANK amp TRUST 1015841 5957 4 COMMUNITY BANK amp TRUST 1015841
Report Item 3 Securities Holders (l)(a) (b) (c) (2)(a) (b)(c)
FORMFRY-6
C-B-GINC West Liberty Iowa December 31 2014
Current securities holders with ownership control or holdings of 5 or more with power to vote as offiscal year ending December 31 2014
Securities holders not listed in (3)(l)(a) through (3)(l)(c) that had ownership control or holdings of 5 or more with power to vote during the fiscal year ending December 31 2014
(l)(a)
Name And Address (City State Country)
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWC GSTFBO Nancy A Leahy Wilton Iowa USA
( l )(b) Country of Citizenship Or Incorporation
USA
USA
David E Cat]Jenter USA Iowa City Iowa USA
Velma StiffTrust USA West Liberty Iowa USA
(l)(c)
Number and Percentage of Each Class ofVoting Securities
3997- 164 Common Stock
3997- 164 Common Stock
9484- 390 Common Stock
2146-88 Cotrunon Stock
(2)(a)
Name And Address (City State Country)
None
None
None
None
(2)(b)
Counhy Of Citizenship Or Incorporation
(2)(c) Number And Percentage OfEach Class OfVoting Securities
Report Item 4 Insiders (1) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Conn try)
David E Carpenter Iowa City Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Real Estate Development
(3)(a)
Title And Position With Bank Holding Company
Director amp President amp Secretmy amp Treasurer
FORlVIFR Y-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Chainnan Community Bank amp Trust
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
President (Cerulean Propetiies Inc)
President (BWC Farms Inc)
President (Cardinal Properties Inc)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
390
Manager (Arizona LLC)
Manager (Beautiful LLC)
Manager (Dulcet LLC)
Manager (Lagomorph LLC)
Manager (518 Laurel LLC)
Manager(Later LLC)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
(4)(c) List Names Of Other Companies (Includes Partnerships) If25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cerulean Properties Inc 100
BWC Fanns Inc 81
Cardinal Prope1iies Inc 100
Halcyon Management LLC 50
Mesa 7100 Associates LLC 67
Report Item 4 Insiders (2) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Countiy)
David E Carpenter Iowa City lowa USA (Continued)
Gerald F Denning Iowa City Jowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Attorney
(3)(a)
Title And Position With Bank Holding Company
Director amp Asst Secretary Asst Treasurer
FORMFRY-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (lnclude Names Of Subsidiaries)
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Manager (ND Stadinm Club LLC)
Manager (Zymotic LLC)
Manager(Sonsy LLC)
Trnstee (CBG Capital Trust IV)
General Partner or Manager In Several Part11erships or Limited Liability Companies Formed to Own Real Estate
Partner (Allbee 7 Barclay PC) Secretary (W-M Ltd) Manager (WWLM LLC) Trustee (CBG Capital Trust Ill)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (lnclude Names Of Subsidiaries)
None
(4)(c) Other Companies (Includes PartJ1erships) If 25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cahnslyne LLC 40
Several Limited Liability Companies Formed to Own Real Estate
Allbee Barclay PC 33
W-M Ltd 33 WWLM LLC 33
Report Item 4 Insiders (3) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
(1)
Names And Address (City State Country)
Diana M Gradert Wilton Iowa USA
Gary D Slight Muscatine Iowa USA
Jeffrey P Triplett Iowa City Iowa USA
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWCGSTFBO Nancy A Leahy Wilton Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Retired
Bank President
CPA
NIA
NIA
(3)(a)
Title And position With Bank Holding Compmw
Director
Director amp Vice President
Director
NIA
NIA
FORMFRY-6
C-B-GINC
West Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Director Community Bank amp Trust
President amp CEO Community Bank amp Trust
Director Community Bank amp Trust
NIA
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Chainnan 5 (WTC Co1mnunications Inc)
Trustee (CBG Capital Trnsts ID amp IV)
NIA
NIA
NIA
05
05
164
164
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
None
None
None
None
(4)(c) Other Companies (Includes Partnerships) If25 Or More OfVoting Securities Are Held (List Names Of Companies And Percentage Of Voting Securities Held)
WTC Connnunications Inc 69
NIA
NIA
NIA
NIA
middotJt C-s-9 Inc bull
Statements Of Income - Internally Prepared Years Ended December 31 2014 And 2013
Operating income Dividends received from subsidiary bank Interest
middot
Other
Expenses Interest Amortization Professional fees Management fees to stockholder and related corporation Other
Income (loss) before-equity In undistributed income of subsidiary
$
---- -------------------c_=-- __
Equity in undistributed income(loss) of subsidiary bank (Note 2)
Net income $
See Notes to Financial Statements
2
C-B-G Inc
Statements of Stockholders Equity - Internally Prepared Years Ended December 31 2014 And 2013
Additional Common Paid-In Retained
Stock Caeital Earnings Balance December 31 2012 $ 246282 $ 7757775 $ 11844496
Net Income 1533376 Dividends (932526) Other Comprehensive income (loss) Stock Issuance Acquisition of shares for the treasury (359)
Balance December 31 2013 245923 7757775 12445346 Net Income 1635671 Dividends (939492) other Comprehensive income (loss) Stock Issuance Acquisition of shares for the treasury (2542)
Balance December 31 2014 $ 243381 $ 7757775 $ 13141525
3
Accumulated Other
Comprehensive Income
$ 746658 $
(1079582)
(332924)
101747
$ (231177) $
Treasury Stock
(5464595) _
-
_
(27079) (549167 4)
(173805) (5665479)
$
$
Total 15130616 1533376 (932526)
(1079582)
(27438) 14624446
1635671 (939492) 101747
(176347) 15246025
C-8-G Inc
Statements Of Cash Flows - Internally Prepared Years Ended December 31 2014 And 2013
2014 2013
Cash Flows from Operating Activities Net income $ 1635671 $ 1533376 Adjustments to reconcile to net cash provided by
operating activities Undistributed (earnings) Joss of subsidiary (1507368) (1964632) 6ino[lizatio11 ()f dltbt issuanc(3 costs - --middot middot middotmiddot-- -middot- 153 153 (Increase) decrease in receivables 9236 (84o7) Increase (decrease) in accounts payable (4198) (17110) Increase (decrease) in accrued interest 1402 (24395) Increase (decrease) in other liabilities (4551) 3672
Net cash provided by (used in) operating activities 130345 (477343)
Cash Flows From Investing Activities Sale of securities
Net cash provided by (used in) investing activi ties
Cash Flows from Financing Activities Principal payments on note payable (5701) (2052584) Proceeds from issuance of long-term debt 198374 Payments to acquire common stock for the treasury (176347) (27438) Cash dividends paid (939492) (932526)
Net cash provided by (used in) financing activities (923 166) 3012548)
Increase (decrease) in cash (792821) (3489891)
Cash Balance Beginning 810716 4300607 Ending $ 17895 $ 810716
Supplemental Disclosures of Cash Flow Information Cash paid for interest $ 224541 $ 288499
See Notes to Financial Statements
4
C-B-G Inc
Notes to Internally Prepared Financial Statements
Note 1 Nature of Business and Significant Accounting Policies
Nature of business C-B-G Inc (the Company) is a bank holding company that owns 71 shares (100) of the outstanding common stock of Community Bank amp Trust
- -- - - middot - -
Community Bank amp Trust is a full service community bank located in Muscatine Iowa with branches in Columbus Junction Wapello and Wilton Iowa The Bank grants agribusiness commercial real estate and installment loans to customers primarily in Muscatine Columbus Junction Wapello Wilton and surrounding areas with a concentration of loans in the real estate business
Accounting estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
A summary of the Companys significant accounting policies follows
Investment in common stock of subsidiary bank The Company accounts for its investment in its subsidiary bank by the equity method of accounting under which the net income of the subsidiary bank is recognized as income in the Companys income statement and added to the investment account and dividends received from the subsidiary bank are treated as a reduction of the investment account
Common securities of C-B-G Capital Trusts The investment is stated at cost
Marketable debt and equity securities The Company and its subsidiary bank(s) account for investments in debt and equity securities under Statement of Financial Accounting Standard No 115 Accounting for Certain Investments in Debt and Equity Securities
The subsidiary bank classifies all debt securities as held to maturity or available for sale Debt securities classified as held to maturity are those which the subsidiary bank has both the positive intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount computed by the interest method over their contractual Jives Gains and losses on sales of these debt securities are based upon the adjusted book value of the specific security sold
5
C-8-G Inc
Notes to Internally Prepared Financial Statements
Note 1 Nature of Business and Significant Accounting Policies (Continued)
Debt securities classified as available for sale are those which the subsidiary bank intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as
- available for sale would be based on various factors including signifiGant movements in interest rates changes in the maturity mix of the subsidiary banks assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value Unrealized gains and losses are reported as increases or decreases in stockholders equity of the subsidiary bank and the Company net of the related deferred tax effect Realized gains or losses determined on the basis of the cost of specific securities sold are included in earnings of the subsidiary bank Investment securities areevaluated periodically for impairment
Debt issuance costs The cost of issuance of trust preferred debt securities is amortized by the straight line method over the expected period of time the securities will be outstanding Any remaining debt issuance costs associated with retired trust preferred securities are written off in the year retired
6
C-B-G Inc
Notes To Internally Prepared Financial Statements
Note 2 Investment in Community Bank amp Trust
The unaudited condensed balance sheets of the wholly owned unconsolidated subsidiary Community Bank amp Trust are as follows
Assets Cash and due from banks Federal funds sold Investment securities Loans net of allowance for loan losses 2014 $1739525 2013 $1 700827 Goodwill Cash surrender value of bank owned life insurance Other assets
Liabilities And Stockholders Equity Liabilities
Demand deposits Time deposits Other liabilities
Stockholders equity
Unaudited net income for the year then ended
$
$
$
$
2014 22606980
62244244
151289770 4982686 4668922 8502835
254295437
97912738 123537 185
5454012 226903935
27391502 254295437
2029218
December 31 2013
$ 22 117 120
69424691
142040796 4982686 4537348 8868201
$ 251970842
$ 91690776 132692384
1805294 226 188454
25782388 $ 251970842
$ 1964632
Dividends received from the subsidiary bank during 2014 and 2013 totaled $521850 and $0 respectively
-Goodwill represents the cost in excess of the fair value of assets acquired in business combinations Goodwill has an indefinite life but is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired
7
lt
C-B-G Inc bull
Notes To Internally Prepared Financial Statements
Note 3 Common Securities of C-B-G Inc Capital Trusts
The Companys investment in common securities of the C-B-G Capital Trusts is as follows
Capital Trust Ill Capita Trust IV
Outstanding trust preferred securities are as follows
Capital Trust Ill Capital Trust IV
$
$
December 31 201 4
93000 279000 372000 $
December 31 2014
3093000 9279000
12372000 $
2013 93000
279000 372000
2013 3093000 9279000
12372000
(Ill) On November 30 2004 the Company formed a subsidiary C-B-G Capital Trust Ill and issued a debenture to the subsidiary in exchange for $3093 000 in indebtedness the full amount of which is classified on the balance sheet as a liability For regulatory purposes a portion of the debenture is allowed in the calculation of Tier 1 capital At the same time C-B-G Capital Trust Ill issued 3000 shares of Trust Preferred Securities (TPS) totaling $3000000 and 93 shares of Trust Common Securities (TCS) totaling $93000 collectively the Securities which the Company is obligated to redeem at maturity The Securities provide for cumulative distributions calculated at a rate per annum of 219 above the Three-Month Libor Rate (the Floating Distribution Rate) multiplied by the Aggregate Liquidation Amount of the Securities outstanding as of each Distribution Date The maximum Floating Distribution Rate will be no higher than the maximum rate then permitted by New York law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond December 15 2034 At the end of the deferral period all accumulated and unpaid distributions must be paid The Securities must be redeemed no later than December 15 2034 however the Company has the option to shorten the maturity date of the Securities to a date not earlier than December 15 2009 The securities will be redeemed at par value Holders of the Securities have limited voting rights are unsecured and rank junior in priority of payment to all of the Companys indebtedness pari passu to the other trust preferred issuances and senior to the Companys capital stock The TCS issued to the Company totaled $93000 and is reflected as an asset on the balance sheet
(IV) On September 20 2007 the Company formed a subsidiary C-B-G Capital Trust IV and issued a debenture to the subsidiary in exchange for $9279000 in indebtedness the full amount of which is classified on the balance sheet as a liability For regulatory purposes a portion of the debenture is allowed in the calculation of Tier 1 capital At the same time C-B-G Capital Trust IV issued 9000 shares of Trust Preferred Securities (TPS) totaling $9000000 and 279 shares of Trust Common Securities (TCS) totaling $279000 collectively the Securities which the Company is obligated to redeem at maturity The Securities provide for cumulative distributions calculated at a rate per annum of 132 above the Three-Month Libor Rate (the Floating Distribution Rate) multiplied by the Aggregate Liquidation Amount of the Securities outstanding as of each Distribution Date The maximum Floating Distribution Rate will be no higher than the maximum rate then permitted by New York law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond December 15 2037 At the end of the deferral period all accumulated and unpaid distributions must be paid The Securities must be redeemed no later than December 15 2037 however the Company has the option to shorten the maturity date of the Securities to the date not earlier than December 15 2012 The Securities will be redeemed at par value Holders of the Securities have limited voting rights are unsecured and rank junior in priority of payment to all of the Companys indebtedness pari passu to the other trust preferred issuances and senior to the Companys capital stock The TCS issued to the Company totaled $279000 and is reflected as an asset on the balance sheet
8
C-B-G Inc bull
Notes To Internally Prepared Financial Statements
Note 4 Accumulated Other Comprehensive Income
The accumulated other comprehensive income is as follows
December 31 2014 2013
Unrealized gains (losses) on debt securities of the subsidiary bank (332924)
Note 5 Income Tax Matters
The Company with the consent of its stockholders has elected to be taxed under sections of federal and state income tax laws which provide that in lieu of corporation income taxes the stockholders separately account for their pro rata shares of the Companys items of income deductions losses and credits As a result of this election no income taxes have been recognized in the statements of income
The Company intends to declare dividends in amounts needed to assist the stockholders in paying their personal income taxes related to corporate income The Company may also declare additional dividends from excess cash balances after consideration of investing and financing requirements
Note 6 Notes Payable
A $500000 line of credit was extended to the Company by Farmers amp Merchants Savings Bank on August 25 2008 The interest rate on this line is a daily variable rate equal to the New York City Prime Rate with a floor of 5 Amounts borrowed are due on demand but since no demand was made then quarterly payments of accrued interest calculated on the amount of credit outstanding began on November 23 2008 with principal originally due on August 25 2009 Since August 252009 extensions of the payment have been granted each year with the most recent extension in effect until August 25 2015
In November 2014 the Company repurchased shares owned by one shareholder for the treasury Terms of the purchase are confidential but as part of the purchase the Company assumed debt owed by the shareholder for which the shares served as collateral Subsequent to year end but prior to the issuance of these financial statements the debt assumed was paid in full
9
1 bull
FR Y-6
C-B-G INC West Liberty Iowa
Fiscal Year Ending December 31 2014 Report1tem
1 A copy Of the 8ompanys annual report to its shareholders is attached
__________ 2(2__ Orgaajzational Chart
100 C-B-G Inc
s West Liberty Iowa -
Incorporated in Iowa
-- - -
Conumuiify Ballk ampTrust Coinp11ny
Mucatme Iovia Incorporatedfu Iowa
100
C-B-G Capital Trust ill West Liberty Iowa
Organized in Dela1vare
2(b) BranchVerlfication submitted via e-mail onJanuary 30 2015
100
-
C-BG Capita1Tmst IV WestLiberfy -Iowa
Organized-ipIifaware
Results A list of branches for your depository irrstitutlon COMMUNITY BANK amp TRUST (ID_RSSD 1015841) This depository Institution Is held by C-B-0 INC (1201448) of WEST UBERlY IA The data are as of 12312014 Data reflects information that was received and processed throughOl072015
Reconclllatlon and Verification Steps
1 In Ihe Dilta AcUon column or each branch row enter one or more of the actions specified below
2 If required enter the dlt1te In the Effective Date column
Otc If the brlt1nch information Is corrKt enter OK In the Data Action column
Chan1e If the branch information is Incorrect or incomplete revise the data enter Change In the Data Action column and the date when this information first became valtd in the Effective Date column
Oo5e If a branch listed was sold or dosed enter Close In the Data Action column and the sale or closure date ln the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete In the Data AcUon column Add If a reportable branch Is missing insert a row add the branch datai and enter Add in the Dilta Action column and the opening or acquisition date In the Effective Date column
tf printing this list you may need to lt1djust your page setup in MS Excel Try using landscape orientation page scaling andor leeal sized paper
SubmlHion Procldure
When you are finished send a saved copy to your FRB contact See the detalled instructions on this site for more information
If you are e-mailing this to your FRB contact put your Institution name city and state fn the subject line or the e-mail
Note
To satisfy the FR Y-10 reportlnc requirements you must also submit FR Y-10 Domestic Branc-h Schedules ror each branch with a Data AcUon or Change Oose lete or Add The FR YmiddotlO report may be submitted in a hardcopy format Of via the FR Y-10 Online appliti1Uon bull httpsylOonllnefederalreservegov
bull FDIC UNINUM Office Number and ID_RSSO columns are for reference onfy Verification of these values Is not required
OataActkgtn Effective Date Branch Service Type Branch IO_Rssobull Popular Name Strlet Address Cty State Ok Full Service (Head Office) 1015841 COMMUNITY BANK amp TRUST 615 CEDAR STREET MUSCAT INE IA OK Full Service 210649 PEOPLES OFFICE BRANCH 229 MAIN STREET COLUMBUS JUNCTION IA
Ok Umitedcr 2092616 PARK AVE BRANCH 2506 PARK AVENUE MUSCATINE IA
Ok Full Service 3959033 WAPELLO BRANCH 206 HIGHWAY 61 NORTH WAPELLO IA
OK Full Service 146243 210 WEST 4TH STREET BRANCH 210 WEST 4TH STREET WILTON IA
Zip Code
52761
52738
52761 52653
52778
County Countrv MUSCATINE UNITED STATES
LOU rsA UNITED STATES
MUSCATINE UNITED STATES
LOUISA UNITED STATES
MUSCATINE UNITED STATES
FDIC UNINUMbull Office Numberbull Head Off1Ce Head Office ID_Rssobull Comments
1624S 0 COMMUNITY BANK amp TRUST 1015841 12595 3 COMMUNITY BANK amp TRUST 1015841
256040 1 COMMUNITY BANK amp TRUST IDl5841
267937 S COMMUNITY BANK amp TRUST 1015841 5957 4 COMMUNITY BANK amp TRUST 1015841
Report Item 3 Securities Holders (l)(a) (b) (c) (2)(a) (b)(c)
FORMFRY-6
C-B-GINC West Liberty Iowa December 31 2014
Current securities holders with ownership control or holdings of 5 or more with power to vote as offiscal year ending December 31 2014
Securities holders not listed in (3)(l)(a) through (3)(l)(c) that had ownership control or holdings of 5 or more with power to vote during the fiscal year ending December 31 2014
(l)(a)
Name And Address (City State Country)
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWC GSTFBO Nancy A Leahy Wilton Iowa USA
( l )(b) Country of Citizenship Or Incorporation
USA
USA
David E Cat]Jenter USA Iowa City Iowa USA
Velma StiffTrust USA West Liberty Iowa USA
(l)(c)
Number and Percentage of Each Class ofVoting Securities
3997- 164 Common Stock
3997- 164 Common Stock
9484- 390 Common Stock
2146-88 Cotrunon Stock
(2)(a)
Name And Address (City State Country)
None
None
None
None
(2)(b)
Counhy Of Citizenship Or Incorporation
(2)(c) Number And Percentage OfEach Class OfVoting Securities
Report Item 4 Insiders (1) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Conn try)
David E Carpenter Iowa City Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Real Estate Development
(3)(a)
Title And Position With Bank Holding Company
Director amp President amp Secretmy amp Treasurer
FORlVIFR Y-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Chainnan Community Bank amp Trust
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
President (Cerulean Propetiies Inc)
President (BWC Farms Inc)
President (Cardinal Properties Inc)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
390
Manager (Arizona LLC)
Manager (Beautiful LLC)
Manager (Dulcet LLC)
Manager (Lagomorph LLC)
Manager (518 Laurel LLC)
Manager(Later LLC)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
(4)(c) List Names Of Other Companies (Includes Partnerships) If25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cerulean Properties Inc 100
BWC Fanns Inc 81
Cardinal Prope1iies Inc 100
Halcyon Management LLC 50
Mesa 7100 Associates LLC 67
Report Item 4 Insiders (2) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Countiy)
David E Carpenter Iowa City lowa USA (Continued)
Gerald F Denning Iowa City Jowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Attorney
(3)(a)
Title And Position With Bank Holding Company
Director amp Asst Secretary Asst Treasurer
FORMFRY-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (lnclude Names Of Subsidiaries)
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Manager (ND Stadinm Club LLC)
Manager (Zymotic LLC)
Manager(Sonsy LLC)
Trnstee (CBG Capital Trust IV)
General Partner or Manager In Several Part11erships or Limited Liability Companies Formed to Own Real Estate
Partner (Allbee 7 Barclay PC) Secretary (W-M Ltd) Manager (WWLM LLC) Trustee (CBG Capital Trust Ill)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (lnclude Names Of Subsidiaries)
None
(4)(c) Other Companies (Includes PartJ1erships) If 25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cahnslyne LLC 40
Several Limited Liability Companies Formed to Own Real Estate
Allbee Barclay PC 33
W-M Ltd 33 WWLM LLC 33
Report Item 4 Insiders (3) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
(1)
Names And Address (City State Country)
Diana M Gradert Wilton Iowa USA
Gary D Slight Muscatine Iowa USA
Jeffrey P Triplett Iowa City Iowa USA
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWCGSTFBO Nancy A Leahy Wilton Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Retired
Bank President
CPA
NIA
NIA
(3)(a)
Title And position With Bank Holding Compmw
Director
Director amp Vice President
Director
NIA
NIA
FORMFRY-6
C-B-GINC
West Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Director Community Bank amp Trust
President amp CEO Community Bank amp Trust
Director Community Bank amp Trust
NIA
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Chainnan 5 (WTC Co1mnunications Inc)
Trustee (CBG Capital Trnsts ID amp IV)
NIA
NIA
NIA
05
05
164
164
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
None
None
None
None
(4)(c) Other Companies (Includes Partnerships) If25 Or More OfVoting Securities Are Held (List Names Of Companies And Percentage Of Voting Securities Held)
WTC Connnunications Inc 69
NIA
NIA
NIA
NIA
C-B-G Inc
Statements of Stockholders Equity - Internally Prepared Years Ended December 31 2014 And 2013
Additional Common Paid-In Retained
Stock Caeital Earnings Balance December 31 2012 $ 246282 $ 7757775 $ 11844496
Net Income 1533376 Dividends (932526) Other Comprehensive income (loss) Stock Issuance Acquisition of shares for the treasury (359)
Balance December 31 2013 245923 7757775 12445346 Net Income 1635671 Dividends (939492) other Comprehensive income (loss) Stock Issuance Acquisition of shares for the treasury (2542)
Balance December 31 2014 $ 243381 $ 7757775 $ 13141525
3
Accumulated Other
Comprehensive Income
$ 746658 $
(1079582)
(332924)
101747
$ (231177) $
Treasury Stock
(5464595) _
-
_
(27079) (549167 4)
(173805) (5665479)
$
$
Total 15130616 1533376 (932526)
(1079582)
(27438) 14624446
1635671 (939492) 101747
(176347) 15246025
C-8-G Inc
Statements Of Cash Flows - Internally Prepared Years Ended December 31 2014 And 2013
2014 2013
Cash Flows from Operating Activities Net income $ 1635671 $ 1533376 Adjustments to reconcile to net cash provided by
operating activities Undistributed (earnings) Joss of subsidiary (1507368) (1964632) 6ino[lizatio11 ()f dltbt issuanc(3 costs - --middot middot middotmiddot-- -middot- 153 153 (Increase) decrease in receivables 9236 (84o7) Increase (decrease) in accounts payable (4198) (17110) Increase (decrease) in accrued interest 1402 (24395) Increase (decrease) in other liabilities (4551) 3672
Net cash provided by (used in) operating activities 130345 (477343)
Cash Flows From Investing Activities Sale of securities
Net cash provided by (used in) investing activi ties
Cash Flows from Financing Activities Principal payments on note payable (5701) (2052584) Proceeds from issuance of long-term debt 198374 Payments to acquire common stock for the treasury (176347) (27438) Cash dividends paid (939492) (932526)
Net cash provided by (used in) financing activities (923 166) 3012548)
Increase (decrease) in cash (792821) (3489891)
Cash Balance Beginning 810716 4300607 Ending $ 17895 $ 810716
Supplemental Disclosures of Cash Flow Information Cash paid for interest $ 224541 $ 288499
See Notes to Financial Statements
4
C-B-G Inc
Notes to Internally Prepared Financial Statements
Note 1 Nature of Business and Significant Accounting Policies
Nature of business C-B-G Inc (the Company) is a bank holding company that owns 71 shares (100) of the outstanding common stock of Community Bank amp Trust
- -- - - middot - -
Community Bank amp Trust is a full service community bank located in Muscatine Iowa with branches in Columbus Junction Wapello and Wilton Iowa The Bank grants agribusiness commercial real estate and installment loans to customers primarily in Muscatine Columbus Junction Wapello Wilton and surrounding areas with a concentration of loans in the real estate business
Accounting estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
A summary of the Companys significant accounting policies follows
Investment in common stock of subsidiary bank The Company accounts for its investment in its subsidiary bank by the equity method of accounting under which the net income of the subsidiary bank is recognized as income in the Companys income statement and added to the investment account and dividends received from the subsidiary bank are treated as a reduction of the investment account
Common securities of C-B-G Capital Trusts The investment is stated at cost
Marketable debt and equity securities The Company and its subsidiary bank(s) account for investments in debt and equity securities under Statement of Financial Accounting Standard No 115 Accounting for Certain Investments in Debt and Equity Securities
The subsidiary bank classifies all debt securities as held to maturity or available for sale Debt securities classified as held to maturity are those which the subsidiary bank has both the positive intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount computed by the interest method over their contractual Jives Gains and losses on sales of these debt securities are based upon the adjusted book value of the specific security sold
5
C-8-G Inc
Notes to Internally Prepared Financial Statements
Note 1 Nature of Business and Significant Accounting Policies (Continued)
Debt securities classified as available for sale are those which the subsidiary bank intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as
- available for sale would be based on various factors including signifiGant movements in interest rates changes in the maturity mix of the subsidiary banks assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value Unrealized gains and losses are reported as increases or decreases in stockholders equity of the subsidiary bank and the Company net of the related deferred tax effect Realized gains or losses determined on the basis of the cost of specific securities sold are included in earnings of the subsidiary bank Investment securities areevaluated periodically for impairment
Debt issuance costs The cost of issuance of trust preferred debt securities is amortized by the straight line method over the expected period of time the securities will be outstanding Any remaining debt issuance costs associated with retired trust preferred securities are written off in the year retired
6
C-B-G Inc
Notes To Internally Prepared Financial Statements
Note 2 Investment in Community Bank amp Trust
The unaudited condensed balance sheets of the wholly owned unconsolidated subsidiary Community Bank amp Trust are as follows
Assets Cash and due from banks Federal funds sold Investment securities Loans net of allowance for loan losses 2014 $1739525 2013 $1 700827 Goodwill Cash surrender value of bank owned life insurance Other assets
Liabilities And Stockholders Equity Liabilities
Demand deposits Time deposits Other liabilities
Stockholders equity
Unaudited net income for the year then ended
$
$
$
$
2014 22606980
62244244
151289770 4982686 4668922 8502835
254295437
97912738 123537 185
5454012 226903935
27391502 254295437
2029218
December 31 2013
$ 22 117 120
69424691
142040796 4982686 4537348 8868201
$ 251970842
$ 91690776 132692384
1805294 226 188454
25782388 $ 251970842
$ 1964632
Dividends received from the subsidiary bank during 2014 and 2013 totaled $521850 and $0 respectively
-Goodwill represents the cost in excess of the fair value of assets acquired in business combinations Goodwill has an indefinite life but is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired
7
lt
C-B-G Inc bull
Notes To Internally Prepared Financial Statements
Note 3 Common Securities of C-B-G Inc Capital Trusts
The Companys investment in common securities of the C-B-G Capital Trusts is as follows
Capital Trust Ill Capita Trust IV
Outstanding trust preferred securities are as follows
Capital Trust Ill Capital Trust IV
$
$
December 31 201 4
93000 279000 372000 $
December 31 2014
3093000 9279000
12372000 $
2013 93000
279000 372000
2013 3093000 9279000
12372000
(Ill) On November 30 2004 the Company formed a subsidiary C-B-G Capital Trust Ill and issued a debenture to the subsidiary in exchange for $3093 000 in indebtedness the full amount of which is classified on the balance sheet as a liability For regulatory purposes a portion of the debenture is allowed in the calculation of Tier 1 capital At the same time C-B-G Capital Trust Ill issued 3000 shares of Trust Preferred Securities (TPS) totaling $3000000 and 93 shares of Trust Common Securities (TCS) totaling $93000 collectively the Securities which the Company is obligated to redeem at maturity The Securities provide for cumulative distributions calculated at a rate per annum of 219 above the Three-Month Libor Rate (the Floating Distribution Rate) multiplied by the Aggregate Liquidation Amount of the Securities outstanding as of each Distribution Date The maximum Floating Distribution Rate will be no higher than the maximum rate then permitted by New York law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond December 15 2034 At the end of the deferral period all accumulated and unpaid distributions must be paid The Securities must be redeemed no later than December 15 2034 however the Company has the option to shorten the maturity date of the Securities to a date not earlier than December 15 2009 The securities will be redeemed at par value Holders of the Securities have limited voting rights are unsecured and rank junior in priority of payment to all of the Companys indebtedness pari passu to the other trust preferred issuances and senior to the Companys capital stock The TCS issued to the Company totaled $93000 and is reflected as an asset on the balance sheet
(IV) On September 20 2007 the Company formed a subsidiary C-B-G Capital Trust IV and issued a debenture to the subsidiary in exchange for $9279000 in indebtedness the full amount of which is classified on the balance sheet as a liability For regulatory purposes a portion of the debenture is allowed in the calculation of Tier 1 capital At the same time C-B-G Capital Trust IV issued 9000 shares of Trust Preferred Securities (TPS) totaling $9000000 and 279 shares of Trust Common Securities (TCS) totaling $279000 collectively the Securities which the Company is obligated to redeem at maturity The Securities provide for cumulative distributions calculated at a rate per annum of 132 above the Three-Month Libor Rate (the Floating Distribution Rate) multiplied by the Aggregate Liquidation Amount of the Securities outstanding as of each Distribution Date The maximum Floating Distribution Rate will be no higher than the maximum rate then permitted by New York law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond December 15 2037 At the end of the deferral period all accumulated and unpaid distributions must be paid The Securities must be redeemed no later than December 15 2037 however the Company has the option to shorten the maturity date of the Securities to the date not earlier than December 15 2012 The Securities will be redeemed at par value Holders of the Securities have limited voting rights are unsecured and rank junior in priority of payment to all of the Companys indebtedness pari passu to the other trust preferred issuances and senior to the Companys capital stock The TCS issued to the Company totaled $279000 and is reflected as an asset on the balance sheet
8
C-B-G Inc bull
Notes To Internally Prepared Financial Statements
Note 4 Accumulated Other Comprehensive Income
The accumulated other comprehensive income is as follows
December 31 2014 2013
Unrealized gains (losses) on debt securities of the subsidiary bank (332924)
Note 5 Income Tax Matters
The Company with the consent of its stockholders has elected to be taxed under sections of federal and state income tax laws which provide that in lieu of corporation income taxes the stockholders separately account for their pro rata shares of the Companys items of income deductions losses and credits As a result of this election no income taxes have been recognized in the statements of income
The Company intends to declare dividends in amounts needed to assist the stockholders in paying their personal income taxes related to corporate income The Company may also declare additional dividends from excess cash balances after consideration of investing and financing requirements
Note 6 Notes Payable
A $500000 line of credit was extended to the Company by Farmers amp Merchants Savings Bank on August 25 2008 The interest rate on this line is a daily variable rate equal to the New York City Prime Rate with a floor of 5 Amounts borrowed are due on demand but since no demand was made then quarterly payments of accrued interest calculated on the amount of credit outstanding began on November 23 2008 with principal originally due on August 25 2009 Since August 252009 extensions of the payment have been granted each year with the most recent extension in effect until August 25 2015
In November 2014 the Company repurchased shares owned by one shareholder for the treasury Terms of the purchase are confidential but as part of the purchase the Company assumed debt owed by the shareholder for which the shares served as collateral Subsequent to year end but prior to the issuance of these financial statements the debt assumed was paid in full
9
1 bull
FR Y-6
C-B-G INC West Liberty Iowa
Fiscal Year Ending December 31 2014 Report1tem
1 A copy Of the 8ompanys annual report to its shareholders is attached
__________ 2(2__ Orgaajzational Chart
100 C-B-G Inc
s West Liberty Iowa -
Incorporated in Iowa
-- - -
Conumuiify Ballk ampTrust Coinp11ny
Mucatme Iovia Incorporatedfu Iowa
100
C-B-G Capital Trust ill West Liberty Iowa
Organized in Dela1vare
2(b) BranchVerlfication submitted via e-mail onJanuary 30 2015
100
-
C-BG Capita1Tmst IV WestLiberfy -Iowa
Organized-ipIifaware
Results A list of branches for your depository irrstitutlon COMMUNITY BANK amp TRUST (ID_RSSD 1015841) This depository Institution Is held by C-B-0 INC (1201448) of WEST UBERlY IA The data are as of 12312014 Data reflects information that was received and processed throughOl072015
Reconclllatlon and Verification Steps
1 In Ihe Dilta AcUon column or each branch row enter one or more of the actions specified below
2 If required enter the dlt1te In the Effective Date column
Otc If the brlt1nch information Is corrKt enter OK In the Data Action column
Chan1e If the branch information is Incorrect or incomplete revise the data enter Change In the Data Action column and the date when this information first became valtd in the Effective Date column
Oo5e If a branch listed was sold or dosed enter Close In the Data Action column and the sale or closure date ln the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete In the Data AcUon column Add If a reportable branch Is missing insert a row add the branch datai and enter Add in the Dilta Action column and the opening or acquisition date In the Effective Date column
tf printing this list you may need to lt1djust your page setup in MS Excel Try using landscape orientation page scaling andor leeal sized paper
SubmlHion Procldure
When you are finished send a saved copy to your FRB contact See the detalled instructions on this site for more information
If you are e-mailing this to your FRB contact put your Institution name city and state fn the subject line or the e-mail
Note
To satisfy the FR Y-10 reportlnc requirements you must also submit FR Y-10 Domestic Branc-h Schedules ror each branch with a Data AcUon or Change Oose lete or Add The FR YmiddotlO report may be submitted in a hardcopy format Of via the FR Y-10 Online appliti1Uon bull httpsylOonllnefederalreservegov
bull FDIC UNINUM Office Number and ID_RSSO columns are for reference onfy Verification of these values Is not required
OataActkgtn Effective Date Branch Service Type Branch IO_Rssobull Popular Name Strlet Address Cty State Ok Full Service (Head Office) 1015841 COMMUNITY BANK amp TRUST 615 CEDAR STREET MUSCAT INE IA OK Full Service 210649 PEOPLES OFFICE BRANCH 229 MAIN STREET COLUMBUS JUNCTION IA
Ok Umitedcr 2092616 PARK AVE BRANCH 2506 PARK AVENUE MUSCATINE IA
Ok Full Service 3959033 WAPELLO BRANCH 206 HIGHWAY 61 NORTH WAPELLO IA
OK Full Service 146243 210 WEST 4TH STREET BRANCH 210 WEST 4TH STREET WILTON IA
Zip Code
52761
52738
52761 52653
52778
County Countrv MUSCATINE UNITED STATES
LOU rsA UNITED STATES
MUSCATINE UNITED STATES
LOUISA UNITED STATES
MUSCATINE UNITED STATES
FDIC UNINUMbull Office Numberbull Head Off1Ce Head Office ID_Rssobull Comments
1624S 0 COMMUNITY BANK amp TRUST 1015841 12595 3 COMMUNITY BANK amp TRUST 1015841
256040 1 COMMUNITY BANK amp TRUST IDl5841
267937 S COMMUNITY BANK amp TRUST 1015841 5957 4 COMMUNITY BANK amp TRUST 1015841
Report Item 3 Securities Holders (l)(a) (b) (c) (2)(a) (b)(c)
FORMFRY-6
C-B-GINC West Liberty Iowa December 31 2014
Current securities holders with ownership control or holdings of 5 or more with power to vote as offiscal year ending December 31 2014
Securities holders not listed in (3)(l)(a) through (3)(l)(c) that had ownership control or holdings of 5 or more with power to vote during the fiscal year ending December 31 2014
(l)(a)
Name And Address (City State Country)
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWC GSTFBO Nancy A Leahy Wilton Iowa USA
( l )(b) Country of Citizenship Or Incorporation
USA
USA
David E Cat]Jenter USA Iowa City Iowa USA
Velma StiffTrust USA West Liberty Iowa USA
(l)(c)
Number and Percentage of Each Class ofVoting Securities
3997- 164 Common Stock
3997- 164 Common Stock
9484- 390 Common Stock
2146-88 Cotrunon Stock
(2)(a)
Name And Address (City State Country)
None
None
None
None
(2)(b)
Counhy Of Citizenship Or Incorporation
(2)(c) Number And Percentage OfEach Class OfVoting Securities
Report Item 4 Insiders (1) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Conn try)
David E Carpenter Iowa City Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Real Estate Development
(3)(a)
Title And Position With Bank Holding Company
Director amp President amp Secretmy amp Treasurer
FORlVIFR Y-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Chainnan Community Bank amp Trust
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
President (Cerulean Propetiies Inc)
President (BWC Farms Inc)
President (Cardinal Properties Inc)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
390
Manager (Arizona LLC)
Manager (Beautiful LLC)
Manager (Dulcet LLC)
Manager (Lagomorph LLC)
Manager (518 Laurel LLC)
Manager(Later LLC)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
(4)(c) List Names Of Other Companies (Includes Partnerships) If25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cerulean Properties Inc 100
BWC Fanns Inc 81
Cardinal Prope1iies Inc 100
Halcyon Management LLC 50
Mesa 7100 Associates LLC 67
Report Item 4 Insiders (2) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Countiy)
David E Carpenter Iowa City lowa USA (Continued)
Gerald F Denning Iowa City Jowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Attorney
(3)(a)
Title And Position With Bank Holding Company
Director amp Asst Secretary Asst Treasurer
FORMFRY-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (lnclude Names Of Subsidiaries)
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Manager (ND Stadinm Club LLC)
Manager (Zymotic LLC)
Manager(Sonsy LLC)
Trnstee (CBG Capital Trust IV)
General Partner or Manager In Several Part11erships or Limited Liability Companies Formed to Own Real Estate
Partner (Allbee 7 Barclay PC) Secretary (W-M Ltd) Manager (WWLM LLC) Trustee (CBG Capital Trust Ill)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (lnclude Names Of Subsidiaries)
None
(4)(c) Other Companies (Includes PartJ1erships) If 25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cahnslyne LLC 40
Several Limited Liability Companies Formed to Own Real Estate
Allbee Barclay PC 33
W-M Ltd 33 WWLM LLC 33
Report Item 4 Insiders (3) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
(1)
Names And Address (City State Country)
Diana M Gradert Wilton Iowa USA
Gary D Slight Muscatine Iowa USA
Jeffrey P Triplett Iowa City Iowa USA
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWCGSTFBO Nancy A Leahy Wilton Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Retired
Bank President
CPA
NIA
NIA
(3)(a)
Title And position With Bank Holding Compmw
Director
Director amp Vice President
Director
NIA
NIA
FORMFRY-6
C-B-GINC
West Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Director Community Bank amp Trust
President amp CEO Community Bank amp Trust
Director Community Bank amp Trust
NIA
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Chainnan 5 (WTC Co1mnunications Inc)
Trustee (CBG Capital Trnsts ID amp IV)
NIA
NIA
NIA
05
05
164
164
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
None
None
None
None
(4)(c) Other Companies (Includes Partnerships) If25 Or More OfVoting Securities Are Held (List Names Of Companies And Percentage Of Voting Securities Held)
WTC Connnunications Inc 69
NIA
NIA
NIA
NIA
C-8-G Inc
Statements Of Cash Flows - Internally Prepared Years Ended December 31 2014 And 2013
2014 2013
Cash Flows from Operating Activities Net income $ 1635671 $ 1533376 Adjustments to reconcile to net cash provided by
operating activities Undistributed (earnings) Joss of subsidiary (1507368) (1964632) 6ino[lizatio11 ()f dltbt issuanc(3 costs - --middot middot middotmiddot-- -middot- 153 153 (Increase) decrease in receivables 9236 (84o7) Increase (decrease) in accounts payable (4198) (17110) Increase (decrease) in accrued interest 1402 (24395) Increase (decrease) in other liabilities (4551) 3672
Net cash provided by (used in) operating activities 130345 (477343)
Cash Flows From Investing Activities Sale of securities
Net cash provided by (used in) investing activi ties
Cash Flows from Financing Activities Principal payments on note payable (5701) (2052584) Proceeds from issuance of long-term debt 198374 Payments to acquire common stock for the treasury (176347) (27438) Cash dividends paid (939492) (932526)
Net cash provided by (used in) financing activities (923 166) 3012548)
Increase (decrease) in cash (792821) (3489891)
Cash Balance Beginning 810716 4300607 Ending $ 17895 $ 810716
Supplemental Disclosures of Cash Flow Information Cash paid for interest $ 224541 $ 288499
See Notes to Financial Statements
4
C-B-G Inc
Notes to Internally Prepared Financial Statements
Note 1 Nature of Business and Significant Accounting Policies
Nature of business C-B-G Inc (the Company) is a bank holding company that owns 71 shares (100) of the outstanding common stock of Community Bank amp Trust
- -- - - middot - -
Community Bank amp Trust is a full service community bank located in Muscatine Iowa with branches in Columbus Junction Wapello and Wilton Iowa The Bank grants agribusiness commercial real estate and installment loans to customers primarily in Muscatine Columbus Junction Wapello Wilton and surrounding areas with a concentration of loans in the real estate business
Accounting estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
A summary of the Companys significant accounting policies follows
Investment in common stock of subsidiary bank The Company accounts for its investment in its subsidiary bank by the equity method of accounting under which the net income of the subsidiary bank is recognized as income in the Companys income statement and added to the investment account and dividends received from the subsidiary bank are treated as a reduction of the investment account
Common securities of C-B-G Capital Trusts The investment is stated at cost
Marketable debt and equity securities The Company and its subsidiary bank(s) account for investments in debt and equity securities under Statement of Financial Accounting Standard No 115 Accounting for Certain Investments in Debt and Equity Securities
The subsidiary bank classifies all debt securities as held to maturity or available for sale Debt securities classified as held to maturity are those which the subsidiary bank has both the positive intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount computed by the interest method over their contractual Jives Gains and losses on sales of these debt securities are based upon the adjusted book value of the specific security sold
5
C-8-G Inc
Notes to Internally Prepared Financial Statements
Note 1 Nature of Business and Significant Accounting Policies (Continued)
Debt securities classified as available for sale are those which the subsidiary bank intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as
- available for sale would be based on various factors including signifiGant movements in interest rates changes in the maturity mix of the subsidiary banks assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value Unrealized gains and losses are reported as increases or decreases in stockholders equity of the subsidiary bank and the Company net of the related deferred tax effect Realized gains or losses determined on the basis of the cost of specific securities sold are included in earnings of the subsidiary bank Investment securities areevaluated periodically for impairment
Debt issuance costs The cost of issuance of trust preferred debt securities is amortized by the straight line method over the expected period of time the securities will be outstanding Any remaining debt issuance costs associated with retired trust preferred securities are written off in the year retired
6
C-B-G Inc
Notes To Internally Prepared Financial Statements
Note 2 Investment in Community Bank amp Trust
The unaudited condensed balance sheets of the wholly owned unconsolidated subsidiary Community Bank amp Trust are as follows
Assets Cash and due from banks Federal funds sold Investment securities Loans net of allowance for loan losses 2014 $1739525 2013 $1 700827 Goodwill Cash surrender value of bank owned life insurance Other assets
Liabilities And Stockholders Equity Liabilities
Demand deposits Time deposits Other liabilities
Stockholders equity
Unaudited net income for the year then ended
$
$
$
$
2014 22606980
62244244
151289770 4982686 4668922 8502835
254295437
97912738 123537 185
5454012 226903935
27391502 254295437
2029218
December 31 2013
$ 22 117 120
69424691
142040796 4982686 4537348 8868201
$ 251970842
$ 91690776 132692384
1805294 226 188454
25782388 $ 251970842
$ 1964632
Dividends received from the subsidiary bank during 2014 and 2013 totaled $521850 and $0 respectively
-Goodwill represents the cost in excess of the fair value of assets acquired in business combinations Goodwill has an indefinite life but is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired
7
lt
C-B-G Inc bull
Notes To Internally Prepared Financial Statements
Note 3 Common Securities of C-B-G Inc Capital Trusts
The Companys investment in common securities of the C-B-G Capital Trusts is as follows
Capital Trust Ill Capita Trust IV
Outstanding trust preferred securities are as follows
Capital Trust Ill Capital Trust IV
$
$
December 31 201 4
93000 279000 372000 $
December 31 2014
3093000 9279000
12372000 $
2013 93000
279000 372000
2013 3093000 9279000
12372000
(Ill) On November 30 2004 the Company formed a subsidiary C-B-G Capital Trust Ill and issued a debenture to the subsidiary in exchange for $3093 000 in indebtedness the full amount of which is classified on the balance sheet as a liability For regulatory purposes a portion of the debenture is allowed in the calculation of Tier 1 capital At the same time C-B-G Capital Trust Ill issued 3000 shares of Trust Preferred Securities (TPS) totaling $3000000 and 93 shares of Trust Common Securities (TCS) totaling $93000 collectively the Securities which the Company is obligated to redeem at maturity The Securities provide for cumulative distributions calculated at a rate per annum of 219 above the Three-Month Libor Rate (the Floating Distribution Rate) multiplied by the Aggregate Liquidation Amount of the Securities outstanding as of each Distribution Date The maximum Floating Distribution Rate will be no higher than the maximum rate then permitted by New York law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond December 15 2034 At the end of the deferral period all accumulated and unpaid distributions must be paid The Securities must be redeemed no later than December 15 2034 however the Company has the option to shorten the maturity date of the Securities to a date not earlier than December 15 2009 The securities will be redeemed at par value Holders of the Securities have limited voting rights are unsecured and rank junior in priority of payment to all of the Companys indebtedness pari passu to the other trust preferred issuances and senior to the Companys capital stock The TCS issued to the Company totaled $93000 and is reflected as an asset on the balance sheet
(IV) On September 20 2007 the Company formed a subsidiary C-B-G Capital Trust IV and issued a debenture to the subsidiary in exchange for $9279000 in indebtedness the full amount of which is classified on the balance sheet as a liability For regulatory purposes a portion of the debenture is allowed in the calculation of Tier 1 capital At the same time C-B-G Capital Trust IV issued 9000 shares of Trust Preferred Securities (TPS) totaling $9000000 and 279 shares of Trust Common Securities (TCS) totaling $279000 collectively the Securities which the Company is obligated to redeem at maturity The Securities provide for cumulative distributions calculated at a rate per annum of 132 above the Three-Month Libor Rate (the Floating Distribution Rate) multiplied by the Aggregate Liquidation Amount of the Securities outstanding as of each Distribution Date The maximum Floating Distribution Rate will be no higher than the maximum rate then permitted by New York law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond December 15 2037 At the end of the deferral period all accumulated and unpaid distributions must be paid The Securities must be redeemed no later than December 15 2037 however the Company has the option to shorten the maturity date of the Securities to the date not earlier than December 15 2012 The Securities will be redeemed at par value Holders of the Securities have limited voting rights are unsecured and rank junior in priority of payment to all of the Companys indebtedness pari passu to the other trust preferred issuances and senior to the Companys capital stock The TCS issued to the Company totaled $279000 and is reflected as an asset on the balance sheet
8
C-B-G Inc bull
Notes To Internally Prepared Financial Statements
Note 4 Accumulated Other Comprehensive Income
The accumulated other comprehensive income is as follows
December 31 2014 2013
Unrealized gains (losses) on debt securities of the subsidiary bank (332924)
Note 5 Income Tax Matters
The Company with the consent of its stockholders has elected to be taxed under sections of federal and state income tax laws which provide that in lieu of corporation income taxes the stockholders separately account for their pro rata shares of the Companys items of income deductions losses and credits As a result of this election no income taxes have been recognized in the statements of income
The Company intends to declare dividends in amounts needed to assist the stockholders in paying their personal income taxes related to corporate income The Company may also declare additional dividends from excess cash balances after consideration of investing and financing requirements
Note 6 Notes Payable
A $500000 line of credit was extended to the Company by Farmers amp Merchants Savings Bank on August 25 2008 The interest rate on this line is a daily variable rate equal to the New York City Prime Rate with a floor of 5 Amounts borrowed are due on demand but since no demand was made then quarterly payments of accrued interest calculated on the amount of credit outstanding began on November 23 2008 with principal originally due on August 25 2009 Since August 252009 extensions of the payment have been granted each year with the most recent extension in effect until August 25 2015
In November 2014 the Company repurchased shares owned by one shareholder for the treasury Terms of the purchase are confidential but as part of the purchase the Company assumed debt owed by the shareholder for which the shares served as collateral Subsequent to year end but prior to the issuance of these financial statements the debt assumed was paid in full
9
1 bull
FR Y-6
C-B-G INC West Liberty Iowa
Fiscal Year Ending December 31 2014 Report1tem
1 A copy Of the 8ompanys annual report to its shareholders is attached
__________ 2(2__ Orgaajzational Chart
100 C-B-G Inc
s West Liberty Iowa -
Incorporated in Iowa
-- - -
Conumuiify Ballk ampTrust Coinp11ny
Mucatme Iovia Incorporatedfu Iowa
100
C-B-G Capital Trust ill West Liberty Iowa
Organized in Dela1vare
2(b) BranchVerlfication submitted via e-mail onJanuary 30 2015
100
-
C-BG Capita1Tmst IV WestLiberfy -Iowa
Organized-ipIifaware
Results A list of branches for your depository irrstitutlon COMMUNITY BANK amp TRUST (ID_RSSD 1015841) This depository Institution Is held by C-B-0 INC (1201448) of WEST UBERlY IA The data are as of 12312014 Data reflects information that was received and processed throughOl072015
Reconclllatlon and Verification Steps
1 In Ihe Dilta AcUon column or each branch row enter one or more of the actions specified below
2 If required enter the dlt1te In the Effective Date column
Otc If the brlt1nch information Is corrKt enter OK In the Data Action column
Chan1e If the branch information is Incorrect or incomplete revise the data enter Change In the Data Action column and the date when this information first became valtd in the Effective Date column
Oo5e If a branch listed was sold or dosed enter Close In the Data Action column and the sale or closure date ln the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete In the Data AcUon column Add If a reportable branch Is missing insert a row add the branch datai and enter Add in the Dilta Action column and the opening or acquisition date In the Effective Date column
tf printing this list you may need to lt1djust your page setup in MS Excel Try using landscape orientation page scaling andor leeal sized paper
SubmlHion Procldure
When you are finished send a saved copy to your FRB contact See the detalled instructions on this site for more information
If you are e-mailing this to your FRB contact put your Institution name city and state fn the subject line or the e-mail
Note
To satisfy the FR Y-10 reportlnc requirements you must also submit FR Y-10 Domestic Branc-h Schedules ror each branch with a Data AcUon or Change Oose lete or Add The FR YmiddotlO report may be submitted in a hardcopy format Of via the FR Y-10 Online appliti1Uon bull httpsylOonllnefederalreservegov
bull FDIC UNINUM Office Number and ID_RSSO columns are for reference onfy Verification of these values Is not required
OataActkgtn Effective Date Branch Service Type Branch IO_Rssobull Popular Name Strlet Address Cty State Ok Full Service (Head Office) 1015841 COMMUNITY BANK amp TRUST 615 CEDAR STREET MUSCAT INE IA OK Full Service 210649 PEOPLES OFFICE BRANCH 229 MAIN STREET COLUMBUS JUNCTION IA
Ok Umitedcr 2092616 PARK AVE BRANCH 2506 PARK AVENUE MUSCATINE IA
Ok Full Service 3959033 WAPELLO BRANCH 206 HIGHWAY 61 NORTH WAPELLO IA
OK Full Service 146243 210 WEST 4TH STREET BRANCH 210 WEST 4TH STREET WILTON IA
Zip Code
52761
52738
52761 52653
52778
County Countrv MUSCATINE UNITED STATES
LOU rsA UNITED STATES
MUSCATINE UNITED STATES
LOUISA UNITED STATES
MUSCATINE UNITED STATES
FDIC UNINUMbull Office Numberbull Head Off1Ce Head Office ID_Rssobull Comments
1624S 0 COMMUNITY BANK amp TRUST 1015841 12595 3 COMMUNITY BANK amp TRUST 1015841
256040 1 COMMUNITY BANK amp TRUST IDl5841
267937 S COMMUNITY BANK amp TRUST 1015841 5957 4 COMMUNITY BANK amp TRUST 1015841
Report Item 3 Securities Holders (l)(a) (b) (c) (2)(a) (b)(c)
FORMFRY-6
C-B-GINC West Liberty Iowa December 31 2014
Current securities holders with ownership control or holdings of 5 or more with power to vote as offiscal year ending December 31 2014
Securities holders not listed in (3)(l)(a) through (3)(l)(c) that had ownership control or holdings of 5 or more with power to vote during the fiscal year ending December 31 2014
(l)(a)
Name And Address (City State Country)
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWC GSTFBO Nancy A Leahy Wilton Iowa USA
( l )(b) Country of Citizenship Or Incorporation
USA
USA
David E Cat]Jenter USA Iowa City Iowa USA
Velma StiffTrust USA West Liberty Iowa USA
(l)(c)
Number and Percentage of Each Class ofVoting Securities
3997- 164 Common Stock
3997- 164 Common Stock
9484- 390 Common Stock
2146-88 Cotrunon Stock
(2)(a)
Name And Address (City State Country)
None
None
None
None
(2)(b)
Counhy Of Citizenship Or Incorporation
(2)(c) Number And Percentage OfEach Class OfVoting Securities
Report Item 4 Insiders (1) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Conn try)
David E Carpenter Iowa City Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Real Estate Development
(3)(a)
Title And Position With Bank Holding Company
Director amp President amp Secretmy amp Treasurer
FORlVIFR Y-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Chainnan Community Bank amp Trust
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
President (Cerulean Propetiies Inc)
President (BWC Farms Inc)
President (Cardinal Properties Inc)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
390
Manager (Arizona LLC)
Manager (Beautiful LLC)
Manager (Dulcet LLC)
Manager (Lagomorph LLC)
Manager (518 Laurel LLC)
Manager(Later LLC)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
(4)(c) List Names Of Other Companies (Includes Partnerships) If25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cerulean Properties Inc 100
BWC Fanns Inc 81
Cardinal Prope1iies Inc 100
Halcyon Management LLC 50
Mesa 7100 Associates LLC 67
Report Item 4 Insiders (2) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Countiy)
David E Carpenter Iowa City lowa USA (Continued)
Gerald F Denning Iowa City Jowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Attorney
(3)(a)
Title And Position With Bank Holding Company
Director amp Asst Secretary Asst Treasurer
FORMFRY-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (lnclude Names Of Subsidiaries)
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Manager (ND Stadinm Club LLC)
Manager (Zymotic LLC)
Manager(Sonsy LLC)
Trnstee (CBG Capital Trust IV)
General Partner or Manager In Several Part11erships or Limited Liability Companies Formed to Own Real Estate
Partner (Allbee 7 Barclay PC) Secretary (W-M Ltd) Manager (WWLM LLC) Trustee (CBG Capital Trust Ill)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (lnclude Names Of Subsidiaries)
None
(4)(c) Other Companies (Includes PartJ1erships) If 25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cahnslyne LLC 40
Several Limited Liability Companies Formed to Own Real Estate
Allbee Barclay PC 33
W-M Ltd 33 WWLM LLC 33
Report Item 4 Insiders (3) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
(1)
Names And Address (City State Country)
Diana M Gradert Wilton Iowa USA
Gary D Slight Muscatine Iowa USA
Jeffrey P Triplett Iowa City Iowa USA
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWCGSTFBO Nancy A Leahy Wilton Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Retired
Bank President
CPA
NIA
NIA
(3)(a)
Title And position With Bank Holding Compmw
Director
Director amp Vice President
Director
NIA
NIA
FORMFRY-6
C-B-GINC
West Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Director Community Bank amp Trust
President amp CEO Community Bank amp Trust
Director Community Bank amp Trust
NIA
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Chainnan 5 (WTC Co1mnunications Inc)
Trustee (CBG Capital Trnsts ID amp IV)
NIA
NIA
NIA
05
05
164
164
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
None
None
None
None
(4)(c) Other Companies (Includes Partnerships) If25 Or More OfVoting Securities Are Held (List Names Of Companies And Percentage Of Voting Securities Held)
WTC Connnunications Inc 69
NIA
NIA
NIA
NIA
C-B-G Inc
Notes to Internally Prepared Financial Statements
Note 1 Nature of Business and Significant Accounting Policies
Nature of business C-B-G Inc (the Company) is a bank holding company that owns 71 shares (100) of the outstanding common stock of Community Bank amp Trust
- -- - - middot - -
Community Bank amp Trust is a full service community bank located in Muscatine Iowa with branches in Columbus Junction Wapello and Wilton Iowa The Bank grants agribusiness commercial real estate and installment loans to customers primarily in Muscatine Columbus Junction Wapello Wilton and surrounding areas with a concentration of loans in the real estate business
Accounting estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Actual results could differ from those estimates
A summary of the Companys significant accounting policies follows
Investment in common stock of subsidiary bank The Company accounts for its investment in its subsidiary bank by the equity method of accounting under which the net income of the subsidiary bank is recognized as income in the Companys income statement and added to the investment account and dividends received from the subsidiary bank are treated as a reduction of the investment account
Common securities of C-B-G Capital Trusts The investment is stated at cost
Marketable debt and equity securities The Company and its subsidiary bank(s) account for investments in debt and equity securities under Statement of Financial Accounting Standard No 115 Accounting for Certain Investments in Debt and Equity Securities
The subsidiary bank classifies all debt securities as held to maturity or available for sale Debt securities classified as held to maturity are those which the subsidiary bank has both the positive intent and ability to hold to maturity regardless of changes in market conditions liquidity needs or changes in general economic conditions These securities are carried at cost adjusted for amortization of premium and accretion of discount computed by the interest method over their contractual Jives Gains and losses on sales of these debt securities are based upon the adjusted book value of the specific security sold
5
C-8-G Inc
Notes to Internally Prepared Financial Statements
Note 1 Nature of Business and Significant Accounting Policies (Continued)
Debt securities classified as available for sale are those which the subsidiary bank intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as
- available for sale would be based on various factors including signifiGant movements in interest rates changes in the maturity mix of the subsidiary banks assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value Unrealized gains and losses are reported as increases or decreases in stockholders equity of the subsidiary bank and the Company net of the related deferred tax effect Realized gains or losses determined on the basis of the cost of specific securities sold are included in earnings of the subsidiary bank Investment securities areevaluated periodically for impairment
Debt issuance costs The cost of issuance of trust preferred debt securities is amortized by the straight line method over the expected period of time the securities will be outstanding Any remaining debt issuance costs associated with retired trust preferred securities are written off in the year retired
6
C-B-G Inc
Notes To Internally Prepared Financial Statements
Note 2 Investment in Community Bank amp Trust
The unaudited condensed balance sheets of the wholly owned unconsolidated subsidiary Community Bank amp Trust are as follows
Assets Cash and due from banks Federal funds sold Investment securities Loans net of allowance for loan losses 2014 $1739525 2013 $1 700827 Goodwill Cash surrender value of bank owned life insurance Other assets
Liabilities And Stockholders Equity Liabilities
Demand deposits Time deposits Other liabilities
Stockholders equity
Unaudited net income for the year then ended
$
$
$
$
2014 22606980
62244244
151289770 4982686 4668922 8502835
254295437
97912738 123537 185
5454012 226903935
27391502 254295437
2029218
December 31 2013
$ 22 117 120
69424691
142040796 4982686 4537348 8868201
$ 251970842
$ 91690776 132692384
1805294 226 188454
25782388 $ 251970842
$ 1964632
Dividends received from the subsidiary bank during 2014 and 2013 totaled $521850 and $0 respectively
-Goodwill represents the cost in excess of the fair value of assets acquired in business combinations Goodwill has an indefinite life but is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired
7
lt
C-B-G Inc bull
Notes To Internally Prepared Financial Statements
Note 3 Common Securities of C-B-G Inc Capital Trusts
The Companys investment in common securities of the C-B-G Capital Trusts is as follows
Capital Trust Ill Capita Trust IV
Outstanding trust preferred securities are as follows
Capital Trust Ill Capital Trust IV
$
$
December 31 201 4
93000 279000 372000 $
December 31 2014
3093000 9279000
12372000 $
2013 93000
279000 372000
2013 3093000 9279000
12372000
(Ill) On November 30 2004 the Company formed a subsidiary C-B-G Capital Trust Ill and issued a debenture to the subsidiary in exchange for $3093 000 in indebtedness the full amount of which is classified on the balance sheet as a liability For regulatory purposes a portion of the debenture is allowed in the calculation of Tier 1 capital At the same time C-B-G Capital Trust Ill issued 3000 shares of Trust Preferred Securities (TPS) totaling $3000000 and 93 shares of Trust Common Securities (TCS) totaling $93000 collectively the Securities which the Company is obligated to redeem at maturity The Securities provide for cumulative distributions calculated at a rate per annum of 219 above the Three-Month Libor Rate (the Floating Distribution Rate) multiplied by the Aggregate Liquidation Amount of the Securities outstanding as of each Distribution Date The maximum Floating Distribution Rate will be no higher than the maximum rate then permitted by New York law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond December 15 2034 At the end of the deferral period all accumulated and unpaid distributions must be paid The Securities must be redeemed no later than December 15 2034 however the Company has the option to shorten the maturity date of the Securities to a date not earlier than December 15 2009 The securities will be redeemed at par value Holders of the Securities have limited voting rights are unsecured and rank junior in priority of payment to all of the Companys indebtedness pari passu to the other trust preferred issuances and senior to the Companys capital stock The TCS issued to the Company totaled $93000 and is reflected as an asset on the balance sheet
(IV) On September 20 2007 the Company formed a subsidiary C-B-G Capital Trust IV and issued a debenture to the subsidiary in exchange for $9279000 in indebtedness the full amount of which is classified on the balance sheet as a liability For regulatory purposes a portion of the debenture is allowed in the calculation of Tier 1 capital At the same time C-B-G Capital Trust IV issued 9000 shares of Trust Preferred Securities (TPS) totaling $9000000 and 279 shares of Trust Common Securities (TCS) totaling $279000 collectively the Securities which the Company is obligated to redeem at maturity The Securities provide for cumulative distributions calculated at a rate per annum of 132 above the Three-Month Libor Rate (the Floating Distribution Rate) multiplied by the Aggregate Liquidation Amount of the Securities outstanding as of each Distribution Date The maximum Floating Distribution Rate will be no higher than the maximum rate then permitted by New York law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond December 15 2037 At the end of the deferral period all accumulated and unpaid distributions must be paid The Securities must be redeemed no later than December 15 2037 however the Company has the option to shorten the maturity date of the Securities to the date not earlier than December 15 2012 The Securities will be redeemed at par value Holders of the Securities have limited voting rights are unsecured and rank junior in priority of payment to all of the Companys indebtedness pari passu to the other trust preferred issuances and senior to the Companys capital stock The TCS issued to the Company totaled $279000 and is reflected as an asset on the balance sheet
8
C-B-G Inc bull
Notes To Internally Prepared Financial Statements
Note 4 Accumulated Other Comprehensive Income
The accumulated other comprehensive income is as follows
December 31 2014 2013
Unrealized gains (losses) on debt securities of the subsidiary bank (332924)
Note 5 Income Tax Matters
The Company with the consent of its stockholders has elected to be taxed under sections of federal and state income tax laws which provide that in lieu of corporation income taxes the stockholders separately account for their pro rata shares of the Companys items of income deductions losses and credits As a result of this election no income taxes have been recognized in the statements of income
The Company intends to declare dividends in amounts needed to assist the stockholders in paying their personal income taxes related to corporate income The Company may also declare additional dividends from excess cash balances after consideration of investing and financing requirements
Note 6 Notes Payable
A $500000 line of credit was extended to the Company by Farmers amp Merchants Savings Bank on August 25 2008 The interest rate on this line is a daily variable rate equal to the New York City Prime Rate with a floor of 5 Amounts borrowed are due on demand but since no demand was made then quarterly payments of accrued interest calculated on the amount of credit outstanding began on November 23 2008 with principal originally due on August 25 2009 Since August 252009 extensions of the payment have been granted each year with the most recent extension in effect until August 25 2015
In November 2014 the Company repurchased shares owned by one shareholder for the treasury Terms of the purchase are confidential but as part of the purchase the Company assumed debt owed by the shareholder for which the shares served as collateral Subsequent to year end but prior to the issuance of these financial statements the debt assumed was paid in full
9
1 bull
FR Y-6
C-B-G INC West Liberty Iowa
Fiscal Year Ending December 31 2014 Report1tem
1 A copy Of the 8ompanys annual report to its shareholders is attached
__________ 2(2__ Orgaajzational Chart
100 C-B-G Inc
s West Liberty Iowa -
Incorporated in Iowa
-- - -
Conumuiify Ballk ampTrust Coinp11ny
Mucatme Iovia Incorporatedfu Iowa
100
C-B-G Capital Trust ill West Liberty Iowa
Organized in Dela1vare
2(b) BranchVerlfication submitted via e-mail onJanuary 30 2015
100
-
C-BG Capita1Tmst IV WestLiberfy -Iowa
Organized-ipIifaware
Results A list of branches for your depository irrstitutlon COMMUNITY BANK amp TRUST (ID_RSSD 1015841) This depository Institution Is held by C-B-0 INC (1201448) of WEST UBERlY IA The data are as of 12312014 Data reflects information that was received and processed throughOl072015
Reconclllatlon and Verification Steps
1 In Ihe Dilta AcUon column or each branch row enter one or more of the actions specified below
2 If required enter the dlt1te In the Effective Date column
Otc If the brlt1nch information Is corrKt enter OK In the Data Action column
Chan1e If the branch information is Incorrect or incomplete revise the data enter Change In the Data Action column and the date when this information first became valtd in the Effective Date column
Oo5e If a branch listed was sold or dosed enter Close In the Data Action column and the sale or closure date ln the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete In the Data AcUon column Add If a reportable branch Is missing insert a row add the branch datai and enter Add in the Dilta Action column and the opening or acquisition date In the Effective Date column
tf printing this list you may need to lt1djust your page setup in MS Excel Try using landscape orientation page scaling andor leeal sized paper
SubmlHion Procldure
When you are finished send a saved copy to your FRB contact See the detalled instructions on this site for more information
If you are e-mailing this to your FRB contact put your Institution name city and state fn the subject line or the e-mail
Note
To satisfy the FR Y-10 reportlnc requirements you must also submit FR Y-10 Domestic Branc-h Schedules ror each branch with a Data AcUon or Change Oose lete or Add The FR YmiddotlO report may be submitted in a hardcopy format Of via the FR Y-10 Online appliti1Uon bull httpsylOonllnefederalreservegov
bull FDIC UNINUM Office Number and ID_RSSO columns are for reference onfy Verification of these values Is not required
OataActkgtn Effective Date Branch Service Type Branch IO_Rssobull Popular Name Strlet Address Cty State Ok Full Service (Head Office) 1015841 COMMUNITY BANK amp TRUST 615 CEDAR STREET MUSCAT INE IA OK Full Service 210649 PEOPLES OFFICE BRANCH 229 MAIN STREET COLUMBUS JUNCTION IA
Ok Umitedcr 2092616 PARK AVE BRANCH 2506 PARK AVENUE MUSCATINE IA
Ok Full Service 3959033 WAPELLO BRANCH 206 HIGHWAY 61 NORTH WAPELLO IA
OK Full Service 146243 210 WEST 4TH STREET BRANCH 210 WEST 4TH STREET WILTON IA
Zip Code
52761
52738
52761 52653
52778
County Countrv MUSCATINE UNITED STATES
LOU rsA UNITED STATES
MUSCATINE UNITED STATES
LOUISA UNITED STATES
MUSCATINE UNITED STATES
FDIC UNINUMbull Office Numberbull Head Off1Ce Head Office ID_Rssobull Comments
1624S 0 COMMUNITY BANK amp TRUST 1015841 12595 3 COMMUNITY BANK amp TRUST 1015841
256040 1 COMMUNITY BANK amp TRUST IDl5841
267937 S COMMUNITY BANK amp TRUST 1015841 5957 4 COMMUNITY BANK amp TRUST 1015841
Report Item 3 Securities Holders (l)(a) (b) (c) (2)(a) (b)(c)
FORMFRY-6
C-B-GINC West Liberty Iowa December 31 2014
Current securities holders with ownership control or holdings of 5 or more with power to vote as offiscal year ending December 31 2014
Securities holders not listed in (3)(l)(a) through (3)(l)(c) that had ownership control or holdings of 5 or more with power to vote during the fiscal year ending December 31 2014
(l)(a)
Name And Address (City State Country)
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWC GSTFBO Nancy A Leahy Wilton Iowa USA
( l )(b) Country of Citizenship Or Incorporation
USA
USA
David E Cat]Jenter USA Iowa City Iowa USA
Velma StiffTrust USA West Liberty Iowa USA
(l)(c)
Number and Percentage of Each Class ofVoting Securities
3997- 164 Common Stock
3997- 164 Common Stock
9484- 390 Common Stock
2146-88 Cotrunon Stock
(2)(a)
Name And Address (City State Country)
None
None
None
None
(2)(b)
Counhy Of Citizenship Or Incorporation
(2)(c) Number And Percentage OfEach Class OfVoting Securities
Report Item 4 Insiders (1) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Conn try)
David E Carpenter Iowa City Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Real Estate Development
(3)(a)
Title And Position With Bank Holding Company
Director amp President amp Secretmy amp Treasurer
FORlVIFR Y-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Chainnan Community Bank amp Trust
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
President (Cerulean Propetiies Inc)
President (BWC Farms Inc)
President (Cardinal Properties Inc)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
390
Manager (Arizona LLC)
Manager (Beautiful LLC)
Manager (Dulcet LLC)
Manager (Lagomorph LLC)
Manager (518 Laurel LLC)
Manager(Later LLC)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
(4)(c) List Names Of Other Companies (Includes Partnerships) If25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cerulean Properties Inc 100
BWC Fanns Inc 81
Cardinal Prope1iies Inc 100
Halcyon Management LLC 50
Mesa 7100 Associates LLC 67
Report Item 4 Insiders (2) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Countiy)
David E Carpenter Iowa City lowa USA (Continued)
Gerald F Denning Iowa City Jowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Attorney
(3)(a)
Title And Position With Bank Holding Company
Director amp Asst Secretary Asst Treasurer
FORMFRY-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (lnclude Names Of Subsidiaries)
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Manager (ND Stadinm Club LLC)
Manager (Zymotic LLC)
Manager(Sonsy LLC)
Trnstee (CBG Capital Trust IV)
General Partner or Manager In Several Part11erships or Limited Liability Companies Formed to Own Real Estate
Partner (Allbee 7 Barclay PC) Secretary (W-M Ltd) Manager (WWLM LLC) Trustee (CBG Capital Trust Ill)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (lnclude Names Of Subsidiaries)
None
(4)(c) Other Companies (Includes PartJ1erships) If 25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cahnslyne LLC 40
Several Limited Liability Companies Formed to Own Real Estate
Allbee Barclay PC 33
W-M Ltd 33 WWLM LLC 33
Report Item 4 Insiders (3) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
(1)
Names And Address (City State Country)
Diana M Gradert Wilton Iowa USA
Gary D Slight Muscatine Iowa USA
Jeffrey P Triplett Iowa City Iowa USA
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWCGSTFBO Nancy A Leahy Wilton Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Retired
Bank President
CPA
NIA
NIA
(3)(a)
Title And position With Bank Holding Compmw
Director
Director amp Vice President
Director
NIA
NIA
FORMFRY-6
C-B-GINC
West Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Director Community Bank amp Trust
President amp CEO Community Bank amp Trust
Director Community Bank amp Trust
NIA
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Chainnan 5 (WTC Co1mnunications Inc)
Trustee (CBG Capital Trnsts ID amp IV)
NIA
NIA
NIA
05
05
164
164
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
None
None
None
None
(4)(c) Other Companies (Includes Partnerships) If25 Or More OfVoting Securities Are Held (List Names Of Companies And Percentage Of Voting Securities Held)
WTC Connnunications Inc 69
NIA
NIA
NIA
NIA
C-8-G Inc
Notes to Internally Prepared Financial Statements
Note 1 Nature of Business and Significant Accounting Policies (Continued)
Debt securities classified as available for sale are those which the subsidiary bank intends to hold for an indefinite period of time but not necessarily to maturity Any decision to sell a security classified as
- available for sale would be based on various factors including signifiGant movements in interest rates changes in the maturity mix of the subsidiary banks assets and liabilities liquidity needs regulatory capital considerations and other similar factors Securities available for sale are carried at fair value Unrealized gains and losses are reported as increases or decreases in stockholders equity of the subsidiary bank and the Company net of the related deferred tax effect Realized gains or losses determined on the basis of the cost of specific securities sold are included in earnings of the subsidiary bank Investment securities areevaluated periodically for impairment
Debt issuance costs The cost of issuance of trust preferred debt securities is amortized by the straight line method over the expected period of time the securities will be outstanding Any remaining debt issuance costs associated with retired trust preferred securities are written off in the year retired
6
C-B-G Inc
Notes To Internally Prepared Financial Statements
Note 2 Investment in Community Bank amp Trust
The unaudited condensed balance sheets of the wholly owned unconsolidated subsidiary Community Bank amp Trust are as follows
Assets Cash and due from banks Federal funds sold Investment securities Loans net of allowance for loan losses 2014 $1739525 2013 $1 700827 Goodwill Cash surrender value of bank owned life insurance Other assets
Liabilities And Stockholders Equity Liabilities
Demand deposits Time deposits Other liabilities
Stockholders equity
Unaudited net income for the year then ended
$
$
$
$
2014 22606980
62244244
151289770 4982686 4668922 8502835
254295437
97912738 123537 185
5454012 226903935
27391502 254295437
2029218
December 31 2013
$ 22 117 120
69424691
142040796 4982686 4537348 8868201
$ 251970842
$ 91690776 132692384
1805294 226 188454
25782388 $ 251970842
$ 1964632
Dividends received from the subsidiary bank during 2014 and 2013 totaled $521850 and $0 respectively
-Goodwill represents the cost in excess of the fair value of assets acquired in business combinations Goodwill has an indefinite life but is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired
7
lt
C-B-G Inc bull
Notes To Internally Prepared Financial Statements
Note 3 Common Securities of C-B-G Inc Capital Trusts
The Companys investment in common securities of the C-B-G Capital Trusts is as follows
Capital Trust Ill Capita Trust IV
Outstanding trust preferred securities are as follows
Capital Trust Ill Capital Trust IV
$
$
December 31 201 4
93000 279000 372000 $
December 31 2014
3093000 9279000
12372000 $
2013 93000
279000 372000
2013 3093000 9279000
12372000
(Ill) On November 30 2004 the Company formed a subsidiary C-B-G Capital Trust Ill and issued a debenture to the subsidiary in exchange for $3093 000 in indebtedness the full amount of which is classified on the balance sheet as a liability For regulatory purposes a portion of the debenture is allowed in the calculation of Tier 1 capital At the same time C-B-G Capital Trust Ill issued 3000 shares of Trust Preferred Securities (TPS) totaling $3000000 and 93 shares of Trust Common Securities (TCS) totaling $93000 collectively the Securities which the Company is obligated to redeem at maturity The Securities provide for cumulative distributions calculated at a rate per annum of 219 above the Three-Month Libor Rate (the Floating Distribution Rate) multiplied by the Aggregate Liquidation Amount of the Securities outstanding as of each Distribution Date The maximum Floating Distribution Rate will be no higher than the maximum rate then permitted by New York law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond December 15 2034 At the end of the deferral period all accumulated and unpaid distributions must be paid The Securities must be redeemed no later than December 15 2034 however the Company has the option to shorten the maturity date of the Securities to a date not earlier than December 15 2009 The securities will be redeemed at par value Holders of the Securities have limited voting rights are unsecured and rank junior in priority of payment to all of the Companys indebtedness pari passu to the other trust preferred issuances and senior to the Companys capital stock The TCS issued to the Company totaled $93000 and is reflected as an asset on the balance sheet
(IV) On September 20 2007 the Company formed a subsidiary C-B-G Capital Trust IV and issued a debenture to the subsidiary in exchange for $9279000 in indebtedness the full amount of which is classified on the balance sheet as a liability For regulatory purposes a portion of the debenture is allowed in the calculation of Tier 1 capital At the same time C-B-G Capital Trust IV issued 9000 shares of Trust Preferred Securities (TPS) totaling $9000000 and 279 shares of Trust Common Securities (TCS) totaling $279000 collectively the Securities which the Company is obligated to redeem at maturity The Securities provide for cumulative distributions calculated at a rate per annum of 132 above the Three-Month Libor Rate (the Floating Distribution Rate) multiplied by the Aggregate Liquidation Amount of the Securities outstanding as of each Distribution Date The maximum Floating Distribution Rate will be no higher than the maximum rate then permitted by New York law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond December 15 2037 At the end of the deferral period all accumulated and unpaid distributions must be paid The Securities must be redeemed no later than December 15 2037 however the Company has the option to shorten the maturity date of the Securities to the date not earlier than December 15 2012 The Securities will be redeemed at par value Holders of the Securities have limited voting rights are unsecured and rank junior in priority of payment to all of the Companys indebtedness pari passu to the other trust preferred issuances and senior to the Companys capital stock The TCS issued to the Company totaled $279000 and is reflected as an asset on the balance sheet
8
C-B-G Inc bull
Notes To Internally Prepared Financial Statements
Note 4 Accumulated Other Comprehensive Income
The accumulated other comprehensive income is as follows
December 31 2014 2013
Unrealized gains (losses) on debt securities of the subsidiary bank (332924)
Note 5 Income Tax Matters
The Company with the consent of its stockholders has elected to be taxed under sections of federal and state income tax laws which provide that in lieu of corporation income taxes the stockholders separately account for their pro rata shares of the Companys items of income deductions losses and credits As a result of this election no income taxes have been recognized in the statements of income
The Company intends to declare dividends in amounts needed to assist the stockholders in paying their personal income taxes related to corporate income The Company may also declare additional dividends from excess cash balances after consideration of investing and financing requirements
Note 6 Notes Payable
A $500000 line of credit was extended to the Company by Farmers amp Merchants Savings Bank on August 25 2008 The interest rate on this line is a daily variable rate equal to the New York City Prime Rate with a floor of 5 Amounts borrowed are due on demand but since no demand was made then quarterly payments of accrued interest calculated on the amount of credit outstanding began on November 23 2008 with principal originally due on August 25 2009 Since August 252009 extensions of the payment have been granted each year with the most recent extension in effect until August 25 2015
In November 2014 the Company repurchased shares owned by one shareholder for the treasury Terms of the purchase are confidential but as part of the purchase the Company assumed debt owed by the shareholder for which the shares served as collateral Subsequent to year end but prior to the issuance of these financial statements the debt assumed was paid in full
9
1 bull
FR Y-6
C-B-G INC West Liberty Iowa
Fiscal Year Ending December 31 2014 Report1tem
1 A copy Of the 8ompanys annual report to its shareholders is attached
__________ 2(2__ Orgaajzational Chart
100 C-B-G Inc
s West Liberty Iowa -
Incorporated in Iowa
-- - -
Conumuiify Ballk ampTrust Coinp11ny
Mucatme Iovia Incorporatedfu Iowa
100
C-B-G Capital Trust ill West Liberty Iowa
Organized in Dela1vare
2(b) BranchVerlfication submitted via e-mail onJanuary 30 2015
100
-
C-BG Capita1Tmst IV WestLiberfy -Iowa
Organized-ipIifaware
Results A list of branches for your depository irrstitutlon COMMUNITY BANK amp TRUST (ID_RSSD 1015841) This depository Institution Is held by C-B-0 INC (1201448) of WEST UBERlY IA The data are as of 12312014 Data reflects information that was received and processed throughOl072015
Reconclllatlon and Verification Steps
1 In Ihe Dilta AcUon column or each branch row enter one or more of the actions specified below
2 If required enter the dlt1te In the Effective Date column
Otc If the brlt1nch information Is corrKt enter OK In the Data Action column
Chan1e If the branch information is Incorrect or incomplete revise the data enter Change In the Data Action column and the date when this information first became valtd in the Effective Date column
Oo5e If a branch listed was sold or dosed enter Close In the Data Action column and the sale or closure date ln the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete In the Data AcUon column Add If a reportable branch Is missing insert a row add the branch datai and enter Add in the Dilta Action column and the opening or acquisition date In the Effective Date column
tf printing this list you may need to lt1djust your page setup in MS Excel Try using landscape orientation page scaling andor leeal sized paper
SubmlHion Procldure
When you are finished send a saved copy to your FRB contact See the detalled instructions on this site for more information
If you are e-mailing this to your FRB contact put your Institution name city and state fn the subject line or the e-mail
Note
To satisfy the FR Y-10 reportlnc requirements you must also submit FR Y-10 Domestic Branc-h Schedules ror each branch with a Data AcUon or Change Oose lete or Add The FR YmiddotlO report may be submitted in a hardcopy format Of via the FR Y-10 Online appliti1Uon bull httpsylOonllnefederalreservegov
bull FDIC UNINUM Office Number and ID_RSSO columns are for reference onfy Verification of these values Is not required
OataActkgtn Effective Date Branch Service Type Branch IO_Rssobull Popular Name Strlet Address Cty State Ok Full Service (Head Office) 1015841 COMMUNITY BANK amp TRUST 615 CEDAR STREET MUSCAT INE IA OK Full Service 210649 PEOPLES OFFICE BRANCH 229 MAIN STREET COLUMBUS JUNCTION IA
Ok Umitedcr 2092616 PARK AVE BRANCH 2506 PARK AVENUE MUSCATINE IA
Ok Full Service 3959033 WAPELLO BRANCH 206 HIGHWAY 61 NORTH WAPELLO IA
OK Full Service 146243 210 WEST 4TH STREET BRANCH 210 WEST 4TH STREET WILTON IA
Zip Code
52761
52738
52761 52653
52778
County Countrv MUSCATINE UNITED STATES
LOU rsA UNITED STATES
MUSCATINE UNITED STATES
LOUISA UNITED STATES
MUSCATINE UNITED STATES
FDIC UNINUMbull Office Numberbull Head Off1Ce Head Office ID_Rssobull Comments
1624S 0 COMMUNITY BANK amp TRUST 1015841 12595 3 COMMUNITY BANK amp TRUST 1015841
256040 1 COMMUNITY BANK amp TRUST IDl5841
267937 S COMMUNITY BANK amp TRUST 1015841 5957 4 COMMUNITY BANK amp TRUST 1015841
Report Item 3 Securities Holders (l)(a) (b) (c) (2)(a) (b)(c)
FORMFRY-6
C-B-GINC West Liberty Iowa December 31 2014
Current securities holders with ownership control or holdings of 5 or more with power to vote as offiscal year ending December 31 2014
Securities holders not listed in (3)(l)(a) through (3)(l)(c) that had ownership control or holdings of 5 or more with power to vote during the fiscal year ending December 31 2014
(l)(a)
Name And Address (City State Country)
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWC GSTFBO Nancy A Leahy Wilton Iowa USA
( l )(b) Country of Citizenship Or Incorporation
USA
USA
David E Cat]Jenter USA Iowa City Iowa USA
Velma StiffTrust USA West Liberty Iowa USA
(l)(c)
Number and Percentage of Each Class ofVoting Securities
3997- 164 Common Stock
3997- 164 Common Stock
9484- 390 Common Stock
2146-88 Cotrunon Stock
(2)(a)
Name And Address (City State Country)
None
None
None
None
(2)(b)
Counhy Of Citizenship Or Incorporation
(2)(c) Number And Percentage OfEach Class OfVoting Securities
Report Item 4 Insiders (1) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Conn try)
David E Carpenter Iowa City Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Real Estate Development
(3)(a)
Title And Position With Bank Holding Company
Director amp President amp Secretmy amp Treasurer
FORlVIFR Y-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Chainnan Community Bank amp Trust
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
President (Cerulean Propetiies Inc)
President (BWC Farms Inc)
President (Cardinal Properties Inc)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
390
Manager (Arizona LLC)
Manager (Beautiful LLC)
Manager (Dulcet LLC)
Manager (Lagomorph LLC)
Manager (518 Laurel LLC)
Manager(Later LLC)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
(4)(c) List Names Of Other Companies (Includes Partnerships) If25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cerulean Properties Inc 100
BWC Fanns Inc 81
Cardinal Prope1iies Inc 100
Halcyon Management LLC 50
Mesa 7100 Associates LLC 67
Report Item 4 Insiders (2) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Countiy)
David E Carpenter Iowa City lowa USA (Continued)
Gerald F Denning Iowa City Jowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Attorney
(3)(a)
Title And Position With Bank Holding Company
Director amp Asst Secretary Asst Treasurer
FORMFRY-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (lnclude Names Of Subsidiaries)
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Manager (ND Stadinm Club LLC)
Manager (Zymotic LLC)
Manager(Sonsy LLC)
Trnstee (CBG Capital Trust IV)
General Partner or Manager In Several Part11erships or Limited Liability Companies Formed to Own Real Estate
Partner (Allbee 7 Barclay PC) Secretary (W-M Ltd) Manager (WWLM LLC) Trustee (CBG Capital Trust Ill)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (lnclude Names Of Subsidiaries)
None
(4)(c) Other Companies (Includes PartJ1erships) If 25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cahnslyne LLC 40
Several Limited Liability Companies Formed to Own Real Estate
Allbee Barclay PC 33
W-M Ltd 33 WWLM LLC 33
Report Item 4 Insiders (3) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
(1)
Names And Address (City State Country)
Diana M Gradert Wilton Iowa USA
Gary D Slight Muscatine Iowa USA
Jeffrey P Triplett Iowa City Iowa USA
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWCGSTFBO Nancy A Leahy Wilton Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Retired
Bank President
CPA
NIA
NIA
(3)(a)
Title And position With Bank Holding Compmw
Director
Director amp Vice President
Director
NIA
NIA
FORMFRY-6
C-B-GINC
West Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Director Community Bank amp Trust
President amp CEO Community Bank amp Trust
Director Community Bank amp Trust
NIA
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Chainnan 5 (WTC Co1mnunications Inc)
Trustee (CBG Capital Trnsts ID amp IV)
NIA
NIA
NIA
05
05
164
164
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
None
None
None
None
(4)(c) Other Companies (Includes Partnerships) If25 Or More OfVoting Securities Are Held (List Names Of Companies And Percentage Of Voting Securities Held)
WTC Connnunications Inc 69
NIA
NIA
NIA
NIA
C-B-G Inc
Notes To Internally Prepared Financial Statements
Note 2 Investment in Community Bank amp Trust
The unaudited condensed balance sheets of the wholly owned unconsolidated subsidiary Community Bank amp Trust are as follows
Assets Cash and due from banks Federal funds sold Investment securities Loans net of allowance for loan losses 2014 $1739525 2013 $1 700827 Goodwill Cash surrender value of bank owned life insurance Other assets
Liabilities And Stockholders Equity Liabilities
Demand deposits Time deposits Other liabilities
Stockholders equity
Unaudited net income for the year then ended
$
$
$
$
2014 22606980
62244244
151289770 4982686 4668922 8502835
254295437
97912738 123537 185
5454012 226903935
27391502 254295437
2029218
December 31 2013
$ 22 117 120
69424691
142040796 4982686 4537348 8868201
$ 251970842
$ 91690776 132692384
1805294 226 188454
25782388 $ 251970842
$ 1964632
Dividends received from the subsidiary bank during 2014 and 2013 totaled $521850 and $0 respectively
-Goodwill represents the cost in excess of the fair value of assets acquired in business combinations Goodwill has an indefinite life but is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired
7
lt
C-B-G Inc bull
Notes To Internally Prepared Financial Statements
Note 3 Common Securities of C-B-G Inc Capital Trusts
The Companys investment in common securities of the C-B-G Capital Trusts is as follows
Capital Trust Ill Capita Trust IV
Outstanding trust preferred securities are as follows
Capital Trust Ill Capital Trust IV
$
$
December 31 201 4
93000 279000 372000 $
December 31 2014
3093000 9279000
12372000 $
2013 93000
279000 372000
2013 3093000 9279000
12372000
(Ill) On November 30 2004 the Company formed a subsidiary C-B-G Capital Trust Ill and issued a debenture to the subsidiary in exchange for $3093 000 in indebtedness the full amount of which is classified on the balance sheet as a liability For regulatory purposes a portion of the debenture is allowed in the calculation of Tier 1 capital At the same time C-B-G Capital Trust Ill issued 3000 shares of Trust Preferred Securities (TPS) totaling $3000000 and 93 shares of Trust Common Securities (TCS) totaling $93000 collectively the Securities which the Company is obligated to redeem at maturity The Securities provide for cumulative distributions calculated at a rate per annum of 219 above the Three-Month Libor Rate (the Floating Distribution Rate) multiplied by the Aggregate Liquidation Amount of the Securities outstanding as of each Distribution Date The maximum Floating Distribution Rate will be no higher than the maximum rate then permitted by New York law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond December 15 2034 At the end of the deferral period all accumulated and unpaid distributions must be paid The Securities must be redeemed no later than December 15 2034 however the Company has the option to shorten the maturity date of the Securities to a date not earlier than December 15 2009 The securities will be redeemed at par value Holders of the Securities have limited voting rights are unsecured and rank junior in priority of payment to all of the Companys indebtedness pari passu to the other trust preferred issuances and senior to the Companys capital stock The TCS issued to the Company totaled $93000 and is reflected as an asset on the balance sheet
(IV) On September 20 2007 the Company formed a subsidiary C-B-G Capital Trust IV and issued a debenture to the subsidiary in exchange for $9279000 in indebtedness the full amount of which is classified on the balance sheet as a liability For regulatory purposes a portion of the debenture is allowed in the calculation of Tier 1 capital At the same time C-B-G Capital Trust IV issued 9000 shares of Trust Preferred Securities (TPS) totaling $9000000 and 279 shares of Trust Common Securities (TCS) totaling $279000 collectively the Securities which the Company is obligated to redeem at maturity The Securities provide for cumulative distributions calculated at a rate per annum of 132 above the Three-Month Libor Rate (the Floating Distribution Rate) multiplied by the Aggregate Liquidation Amount of the Securities outstanding as of each Distribution Date The maximum Floating Distribution Rate will be no higher than the maximum rate then permitted by New York law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond December 15 2037 At the end of the deferral period all accumulated and unpaid distributions must be paid The Securities must be redeemed no later than December 15 2037 however the Company has the option to shorten the maturity date of the Securities to the date not earlier than December 15 2012 The Securities will be redeemed at par value Holders of the Securities have limited voting rights are unsecured and rank junior in priority of payment to all of the Companys indebtedness pari passu to the other trust preferred issuances and senior to the Companys capital stock The TCS issued to the Company totaled $279000 and is reflected as an asset on the balance sheet
8
C-B-G Inc bull
Notes To Internally Prepared Financial Statements
Note 4 Accumulated Other Comprehensive Income
The accumulated other comprehensive income is as follows
December 31 2014 2013
Unrealized gains (losses) on debt securities of the subsidiary bank (332924)
Note 5 Income Tax Matters
The Company with the consent of its stockholders has elected to be taxed under sections of federal and state income tax laws which provide that in lieu of corporation income taxes the stockholders separately account for their pro rata shares of the Companys items of income deductions losses and credits As a result of this election no income taxes have been recognized in the statements of income
The Company intends to declare dividends in amounts needed to assist the stockholders in paying their personal income taxes related to corporate income The Company may also declare additional dividends from excess cash balances after consideration of investing and financing requirements
Note 6 Notes Payable
A $500000 line of credit was extended to the Company by Farmers amp Merchants Savings Bank on August 25 2008 The interest rate on this line is a daily variable rate equal to the New York City Prime Rate with a floor of 5 Amounts borrowed are due on demand but since no demand was made then quarterly payments of accrued interest calculated on the amount of credit outstanding began on November 23 2008 with principal originally due on August 25 2009 Since August 252009 extensions of the payment have been granted each year with the most recent extension in effect until August 25 2015
In November 2014 the Company repurchased shares owned by one shareholder for the treasury Terms of the purchase are confidential but as part of the purchase the Company assumed debt owed by the shareholder for which the shares served as collateral Subsequent to year end but prior to the issuance of these financial statements the debt assumed was paid in full
9
1 bull
FR Y-6
C-B-G INC West Liberty Iowa
Fiscal Year Ending December 31 2014 Report1tem
1 A copy Of the 8ompanys annual report to its shareholders is attached
__________ 2(2__ Orgaajzational Chart
100 C-B-G Inc
s West Liberty Iowa -
Incorporated in Iowa
-- - -
Conumuiify Ballk ampTrust Coinp11ny
Mucatme Iovia Incorporatedfu Iowa
100
C-B-G Capital Trust ill West Liberty Iowa
Organized in Dela1vare
2(b) BranchVerlfication submitted via e-mail onJanuary 30 2015
100
-
C-BG Capita1Tmst IV WestLiberfy -Iowa
Organized-ipIifaware
Results A list of branches for your depository irrstitutlon COMMUNITY BANK amp TRUST (ID_RSSD 1015841) This depository Institution Is held by C-B-0 INC (1201448) of WEST UBERlY IA The data are as of 12312014 Data reflects information that was received and processed throughOl072015
Reconclllatlon and Verification Steps
1 In Ihe Dilta AcUon column or each branch row enter one or more of the actions specified below
2 If required enter the dlt1te In the Effective Date column
Otc If the brlt1nch information Is corrKt enter OK In the Data Action column
Chan1e If the branch information is Incorrect or incomplete revise the data enter Change In the Data Action column and the date when this information first became valtd in the Effective Date column
Oo5e If a branch listed was sold or dosed enter Close In the Data Action column and the sale or closure date ln the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete In the Data AcUon column Add If a reportable branch Is missing insert a row add the branch datai and enter Add in the Dilta Action column and the opening or acquisition date In the Effective Date column
tf printing this list you may need to lt1djust your page setup in MS Excel Try using landscape orientation page scaling andor leeal sized paper
SubmlHion Procldure
When you are finished send a saved copy to your FRB contact See the detalled instructions on this site for more information
If you are e-mailing this to your FRB contact put your Institution name city and state fn the subject line or the e-mail
Note
To satisfy the FR Y-10 reportlnc requirements you must also submit FR Y-10 Domestic Branc-h Schedules ror each branch with a Data AcUon or Change Oose lete or Add The FR YmiddotlO report may be submitted in a hardcopy format Of via the FR Y-10 Online appliti1Uon bull httpsylOonllnefederalreservegov
bull FDIC UNINUM Office Number and ID_RSSO columns are for reference onfy Verification of these values Is not required
OataActkgtn Effective Date Branch Service Type Branch IO_Rssobull Popular Name Strlet Address Cty State Ok Full Service (Head Office) 1015841 COMMUNITY BANK amp TRUST 615 CEDAR STREET MUSCAT INE IA OK Full Service 210649 PEOPLES OFFICE BRANCH 229 MAIN STREET COLUMBUS JUNCTION IA
Ok Umitedcr 2092616 PARK AVE BRANCH 2506 PARK AVENUE MUSCATINE IA
Ok Full Service 3959033 WAPELLO BRANCH 206 HIGHWAY 61 NORTH WAPELLO IA
OK Full Service 146243 210 WEST 4TH STREET BRANCH 210 WEST 4TH STREET WILTON IA
Zip Code
52761
52738
52761 52653
52778
County Countrv MUSCATINE UNITED STATES
LOU rsA UNITED STATES
MUSCATINE UNITED STATES
LOUISA UNITED STATES
MUSCATINE UNITED STATES
FDIC UNINUMbull Office Numberbull Head Off1Ce Head Office ID_Rssobull Comments
1624S 0 COMMUNITY BANK amp TRUST 1015841 12595 3 COMMUNITY BANK amp TRUST 1015841
256040 1 COMMUNITY BANK amp TRUST IDl5841
267937 S COMMUNITY BANK amp TRUST 1015841 5957 4 COMMUNITY BANK amp TRUST 1015841
Report Item 3 Securities Holders (l)(a) (b) (c) (2)(a) (b)(c)
FORMFRY-6
C-B-GINC West Liberty Iowa December 31 2014
Current securities holders with ownership control or holdings of 5 or more with power to vote as offiscal year ending December 31 2014
Securities holders not listed in (3)(l)(a) through (3)(l)(c) that had ownership control or holdings of 5 or more with power to vote during the fiscal year ending December 31 2014
(l)(a)
Name And Address (City State Country)
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWC GSTFBO Nancy A Leahy Wilton Iowa USA
( l )(b) Country of Citizenship Or Incorporation
USA
USA
David E Cat]Jenter USA Iowa City Iowa USA
Velma StiffTrust USA West Liberty Iowa USA
(l)(c)
Number and Percentage of Each Class ofVoting Securities
3997- 164 Common Stock
3997- 164 Common Stock
9484- 390 Common Stock
2146-88 Cotrunon Stock
(2)(a)
Name And Address (City State Country)
None
None
None
None
(2)(b)
Counhy Of Citizenship Or Incorporation
(2)(c) Number And Percentage OfEach Class OfVoting Securities
Report Item 4 Insiders (1) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Conn try)
David E Carpenter Iowa City Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Real Estate Development
(3)(a)
Title And Position With Bank Holding Company
Director amp President amp Secretmy amp Treasurer
FORlVIFR Y-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Chainnan Community Bank amp Trust
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
President (Cerulean Propetiies Inc)
President (BWC Farms Inc)
President (Cardinal Properties Inc)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
390
Manager (Arizona LLC)
Manager (Beautiful LLC)
Manager (Dulcet LLC)
Manager (Lagomorph LLC)
Manager (518 Laurel LLC)
Manager(Later LLC)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
(4)(c) List Names Of Other Companies (Includes Partnerships) If25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cerulean Properties Inc 100
BWC Fanns Inc 81
Cardinal Prope1iies Inc 100
Halcyon Management LLC 50
Mesa 7100 Associates LLC 67
Report Item 4 Insiders (2) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Countiy)
David E Carpenter Iowa City lowa USA (Continued)
Gerald F Denning Iowa City Jowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Attorney
(3)(a)
Title And Position With Bank Holding Company
Director amp Asst Secretary Asst Treasurer
FORMFRY-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (lnclude Names Of Subsidiaries)
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Manager (ND Stadinm Club LLC)
Manager (Zymotic LLC)
Manager(Sonsy LLC)
Trnstee (CBG Capital Trust IV)
General Partner or Manager In Several Part11erships or Limited Liability Companies Formed to Own Real Estate
Partner (Allbee 7 Barclay PC) Secretary (W-M Ltd) Manager (WWLM LLC) Trustee (CBG Capital Trust Ill)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (lnclude Names Of Subsidiaries)
None
(4)(c) Other Companies (Includes PartJ1erships) If 25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cahnslyne LLC 40
Several Limited Liability Companies Formed to Own Real Estate
Allbee Barclay PC 33
W-M Ltd 33 WWLM LLC 33
Report Item 4 Insiders (3) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
(1)
Names And Address (City State Country)
Diana M Gradert Wilton Iowa USA
Gary D Slight Muscatine Iowa USA
Jeffrey P Triplett Iowa City Iowa USA
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWCGSTFBO Nancy A Leahy Wilton Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Retired
Bank President
CPA
NIA
NIA
(3)(a)
Title And position With Bank Holding Compmw
Director
Director amp Vice President
Director
NIA
NIA
FORMFRY-6
C-B-GINC
West Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Director Community Bank amp Trust
President amp CEO Community Bank amp Trust
Director Community Bank amp Trust
NIA
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Chainnan 5 (WTC Co1mnunications Inc)
Trustee (CBG Capital Trnsts ID amp IV)
NIA
NIA
NIA
05
05
164
164
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
None
None
None
None
(4)(c) Other Companies (Includes Partnerships) If25 Or More OfVoting Securities Are Held (List Names Of Companies And Percentage Of Voting Securities Held)
WTC Connnunications Inc 69
NIA
NIA
NIA
NIA
lt
C-B-G Inc bull
Notes To Internally Prepared Financial Statements
Note 3 Common Securities of C-B-G Inc Capital Trusts
The Companys investment in common securities of the C-B-G Capital Trusts is as follows
Capital Trust Ill Capita Trust IV
Outstanding trust preferred securities are as follows
Capital Trust Ill Capital Trust IV
$
$
December 31 201 4
93000 279000 372000 $
December 31 2014
3093000 9279000
12372000 $
2013 93000
279000 372000
2013 3093000 9279000
12372000
(Ill) On November 30 2004 the Company formed a subsidiary C-B-G Capital Trust Ill and issued a debenture to the subsidiary in exchange for $3093 000 in indebtedness the full amount of which is classified on the balance sheet as a liability For regulatory purposes a portion of the debenture is allowed in the calculation of Tier 1 capital At the same time C-B-G Capital Trust Ill issued 3000 shares of Trust Preferred Securities (TPS) totaling $3000000 and 93 shares of Trust Common Securities (TCS) totaling $93000 collectively the Securities which the Company is obligated to redeem at maturity The Securities provide for cumulative distributions calculated at a rate per annum of 219 above the Three-Month Libor Rate (the Floating Distribution Rate) multiplied by the Aggregate Liquidation Amount of the Securities outstanding as of each Distribution Date The maximum Floating Distribution Rate will be no higher than the maximum rate then permitted by New York law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond December 15 2034 At the end of the deferral period all accumulated and unpaid distributions must be paid The Securities must be redeemed no later than December 15 2034 however the Company has the option to shorten the maturity date of the Securities to a date not earlier than December 15 2009 The securities will be redeemed at par value Holders of the Securities have limited voting rights are unsecured and rank junior in priority of payment to all of the Companys indebtedness pari passu to the other trust preferred issuances and senior to the Companys capital stock The TCS issued to the Company totaled $93000 and is reflected as an asset on the balance sheet
(IV) On September 20 2007 the Company formed a subsidiary C-B-G Capital Trust IV and issued a debenture to the subsidiary in exchange for $9279000 in indebtedness the full amount of which is classified on the balance sheet as a liability For regulatory purposes a portion of the debenture is allowed in the calculation of Tier 1 capital At the same time C-B-G Capital Trust IV issued 9000 shares of Trust Preferred Securities (TPS) totaling $9000000 and 279 shares of Trust Common Securities (TCS) totaling $279000 collectively the Securities which the Company is obligated to redeem at maturity The Securities provide for cumulative distributions calculated at a rate per annum of 132 above the Three-Month Libor Rate (the Floating Distribution Rate) multiplied by the Aggregate Liquidation Amount of the Securities outstanding as of each Distribution Date The maximum Floating Distribution Rate will be no higher than the maximum rate then permitted by New York law The Company may at one or more times defer interest payments on the debentures for up to 20 consecutive quarters but not beyond December 15 2037 At the end of the deferral period all accumulated and unpaid distributions must be paid The Securities must be redeemed no later than December 15 2037 however the Company has the option to shorten the maturity date of the Securities to the date not earlier than December 15 2012 The Securities will be redeemed at par value Holders of the Securities have limited voting rights are unsecured and rank junior in priority of payment to all of the Companys indebtedness pari passu to the other trust preferred issuances and senior to the Companys capital stock The TCS issued to the Company totaled $279000 and is reflected as an asset on the balance sheet
8
C-B-G Inc bull
Notes To Internally Prepared Financial Statements
Note 4 Accumulated Other Comprehensive Income
The accumulated other comprehensive income is as follows
December 31 2014 2013
Unrealized gains (losses) on debt securities of the subsidiary bank (332924)
Note 5 Income Tax Matters
The Company with the consent of its stockholders has elected to be taxed under sections of federal and state income tax laws which provide that in lieu of corporation income taxes the stockholders separately account for their pro rata shares of the Companys items of income deductions losses and credits As a result of this election no income taxes have been recognized in the statements of income
The Company intends to declare dividends in amounts needed to assist the stockholders in paying their personal income taxes related to corporate income The Company may also declare additional dividends from excess cash balances after consideration of investing and financing requirements
Note 6 Notes Payable
A $500000 line of credit was extended to the Company by Farmers amp Merchants Savings Bank on August 25 2008 The interest rate on this line is a daily variable rate equal to the New York City Prime Rate with a floor of 5 Amounts borrowed are due on demand but since no demand was made then quarterly payments of accrued interest calculated on the amount of credit outstanding began on November 23 2008 with principal originally due on August 25 2009 Since August 252009 extensions of the payment have been granted each year with the most recent extension in effect until August 25 2015
In November 2014 the Company repurchased shares owned by one shareholder for the treasury Terms of the purchase are confidential but as part of the purchase the Company assumed debt owed by the shareholder for which the shares served as collateral Subsequent to year end but prior to the issuance of these financial statements the debt assumed was paid in full
9
1 bull
FR Y-6
C-B-G INC West Liberty Iowa
Fiscal Year Ending December 31 2014 Report1tem
1 A copy Of the 8ompanys annual report to its shareholders is attached
__________ 2(2__ Orgaajzational Chart
100 C-B-G Inc
s West Liberty Iowa -
Incorporated in Iowa
-- - -
Conumuiify Ballk ampTrust Coinp11ny
Mucatme Iovia Incorporatedfu Iowa
100
C-B-G Capital Trust ill West Liberty Iowa
Organized in Dela1vare
2(b) BranchVerlfication submitted via e-mail onJanuary 30 2015
100
-
C-BG Capita1Tmst IV WestLiberfy -Iowa
Organized-ipIifaware
Results A list of branches for your depository irrstitutlon COMMUNITY BANK amp TRUST (ID_RSSD 1015841) This depository Institution Is held by C-B-0 INC (1201448) of WEST UBERlY IA The data are as of 12312014 Data reflects information that was received and processed throughOl072015
Reconclllatlon and Verification Steps
1 In Ihe Dilta AcUon column or each branch row enter one or more of the actions specified below
2 If required enter the dlt1te In the Effective Date column
Otc If the brlt1nch information Is corrKt enter OK In the Data Action column
Chan1e If the branch information is Incorrect or incomplete revise the data enter Change In the Data Action column and the date when this information first became valtd in the Effective Date column
Oo5e If a branch listed was sold or dosed enter Close In the Data Action column and the sale or closure date ln the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete In the Data AcUon column Add If a reportable branch Is missing insert a row add the branch datai and enter Add in the Dilta Action column and the opening or acquisition date In the Effective Date column
tf printing this list you may need to lt1djust your page setup in MS Excel Try using landscape orientation page scaling andor leeal sized paper
SubmlHion Procldure
When you are finished send a saved copy to your FRB contact See the detalled instructions on this site for more information
If you are e-mailing this to your FRB contact put your Institution name city and state fn the subject line or the e-mail
Note
To satisfy the FR Y-10 reportlnc requirements you must also submit FR Y-10 Domestic Branc-h Schedules ror each branch with a Data AcUon or Change Oose lete or Add The FR YmiddotlO report may be submitted in a hardcopy format Of via the FR Y-10 Online appliti1Uon bull httpsylOonllnefederalreservegov
bull FDIC UNINUM Office Number and ID_RSSO columns are for reference onfy Verification of these values Is not required
OataActkgtn Effective Date Branch Service Type Branch IO_Rssobull Popular Name Strlet Address Cty State Ok Full Service (Head Office) 1015841 COMMUNITY BANK amp TRUST 615 CEDAR STREET MUSCAT INE IA OK Full Service 210649 PEOPLES OFFICE BRANCH 229 MAIN STREET COLUMBUS JUNCTION IA
Ok Umitedcr 2092616 PARK AVE BRANCH 2506 PARK AVENUE MUSCATINE IA
Ok Full Service 3959033 WAPELLO BRANCH 206 HIGHWAY 61 NORTH WAPELLO IA
OK Full Service 146243 210 WEST 4TH STREET BRANCH 210 WEST 4TH STREET WILTON IA
Zip Code
52761
52738
52761 52653
52778
County Countrv MUSCATINE UNITED STATES
LOU rsA UNITED STATES
MUSCATINE UNITED STATES
LOUISA UNITED STATES
MUSCATINE UNITED STATES
FDIC UNINUMbull Office Numberbull Head Off1Ce Head Office ID_Rssobull Comments
1624S 0 COMMUNITY BANK amp TRUST 1015841 12595 3 COMMUNITY BANK amp TRUST 1015841
256040 1 COMMUNITY BANK amp TRUST IDl5841
267937 S COMMUNITY BANK amp TRUST 1015841 5957 4 COMMUNITY BANK amp TRUST 1015841
Report Item 3 Securities Holders (l)(a) (b) (c) (2)(a) (b)(c)
FORMFRY-6
C-B-GINC West Liberty Iowa December 31 2014
Current securities holders with ownership control or holdings of 5 or more with power to vote as offiscal year ending December 31 2014
Securities holders not listed in (3)(l)(a) through (3)(l)(c) that had ownership control or holdings of 5 or more with power to vote during the fiscal year ending December 31 2014
(l)(a)
Name And Address (City State Country)
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWC GSTFBO Nancy A Leahy Wilton Iowa USA
( l )(b) Country of Citizenship Or Incorporation
USA
USA
David E Cat]Jenter USA Iowa City Iowa USA
Velma StiffTrust USA West Liberty Iowa USA
(l)(c)
Number and Percentage of Each Class ofVoting Securities
3997- 164 Common Stock
3997- 164 Common Stock
9484- 390 Common Stock
2146-88 Cotrunon Stock
(2)(a)
Name And Address (City State Country)
None
None
None
None
(2)(b)
Counhy Of Citizenship Or Incorporation
(2)(c) Number And Percentage OfEach Class OfVoting Securities
Report Item 4 Insiders (1) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Conn try)
David E Carpenter Iowa City Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Real Estate Development
(3)(a)
Title And Position With Bank Holding Company
Director amp President amp Secretmy amp Treasurer
FORlVIFR Y-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Chainnan Community Bank amp Trust
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
President (Cerulean Propetiies Inc)
President (BWC Farms Inc)
President (Cardinal Properties Inc)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
390
Manager (Arizona LLC)
Manager (Beautiful LLC)
Manager (Dulcet LLC)
Manager (Lagomorph LLC)
Manager (518 Laurel LLC)
Manager(Later LLC)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
(4)(c) List Names Of Other Companies (Includes Partnerships) If25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cerulean Properties Inc 100
BWC Fanns Inc 81
Cardinal Prope1iies Inc 100
Halcyon Management LLC 50
Mesa 7100 Associates LLC 67
Report Item 4 Insiders (2) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Countiy)
David E Carpenter Iowa City lowa USA (Continued)
Gerald F Denning Iowa City Jowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Attorney
(3)(a)
Title And Position With Bank Holding Company
Director amp Asst Secretary Asst Treasurer
FORMFRY-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (lnclude Names Of Subsidiaries)
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Manager (ND Stadinm Club LLC)
Manager (Zymotic LLC)
Manager(Sonsy LLC)
Trnstee (CBG Capital Trust IV)
General Partner or Manager In Several Part11erships or Limited Liability Companies Formed to Own Real Estate
Partner (Allbee 7 Barclay PC) Secretary (W-M Ltd) Manager (WWLM LLC) Trustee (CBG Capital Trust Ill)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (lnclude Names Of Subsidiaries)
None
(4)(c) Other Companies (Includes PartJ1erships) If 25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cahnslyne LLC 40
Several Limited Liability Companies Formed to Own Real Estate
Allbee Barclay PC 33
W-M Ltd 33 WWLM LLC 33
Report Item 4 Insiders (3) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
(1)
Names And Address (City State Country)
Diana M Gradert Wilton Iowa USA
Gary D Slight Muscatine Iowa USA
Jeffrey P Triplett Iowa City Iowa USA
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWCGSTFBO Nancy A Leahy Wilton Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Retired
Bank President
CPA
NIA
NIA
(3)(a)
Title And position With Bank Holding Compmw
Director
Director amp Vice President
Director
NIA
NIA
FORMFRY-6
C-B-GINC
West Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Director Community Bank amp Trust
President amp CEO Community Bank amp Trust
Director Community Bank amp Trust
NIA
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Chainnan 5 (WTC Co1mnunications Inc)
Trustee (CBG Capital Trnsts ID amp IV)
NIA
NIA
NIA
05
05
164
164
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
None
None
None
None
(4)(c) Other Companies (Includes Partnerships) If25 Or More OfVoting Securities Are Held (List Names Of Companies And Percentage Of Voting Securities Held)
WTC Connnunications Inc 69
NIA
NIA
NIA
NIA
C-B-G Inc bull
Notes To Internally Prepared Financial Statements
Note 4 Accumulated Other Comprehensive Income
The accumulated other comprehensive income is as follows
December 31 2014 2013
Unrealized gains (losses) on debt securities of the subsidiary bank (332924)
Note 5 Income Tax Matters
The Company with the consent of its stockholders has elected to be taxed under sections of federal and state income tax laws which provide that in lieu of corporation income taxes the stockholders separately account for their pro rata shares of the Companys items of income deductions losses and credits As a result of this election no income taxes have been recognized in the statements of income
The Company intends to declare dividends in amounts needed to assist the stockholders in paying their personal income taxes related to corporate income The Company may also declare additional dividends from excess cash balances after consideration of investing and financing requirements
Note 6 Notes Payable
A $500000 line of credit was extended to the Company by Farmers amp Merchants Savings Bank on August 25 2008 The interest rate on this line is a daily variable rate equal to the New York City Prime Rate with a floor of 5 Amounts borrowed are due on demand but since no demand was made then quarterly payments of accrued interest calculated on the amount of credit outstanding began on November 23 2008 with principal originally due on August 25 2009 Since August 252009 extensions of the payment have been granted each year with the most recent extension in effect until August 25 2015
In November 2014 the Company repurchased shares owned by one shareholder for the treasury Terms of the purchase are confidential but as part of the purchase the Company assumed debt owed by the shareholder for which the shares served as collateral Subsequent to year end but prior to the issuance of these financial statements the debt assumed was paid in full
9
1 bull
FR Y-6
C-B-G INC West Liberty Iowa
Fiscal Year Ending December 31 2014 Report1tem
1 A copy Of the 8ompanys annual report to its shareholders is attached
__________ 2(2__ Orgaajzational Chart
100 C-B-G Inc
s West Liberty Iowa -
Incorporated in Iowa
-- - -
Conumuiify Ballk ampTrust Coinp11ny
Mucatme Iovia Incorporatedfu Iowa
100
C-B-G Capital Trust ill West Liberty Iowa
Organized in Dela1vare
2(b) BranchVerlfication submitted via e-mail onJanuary 30 2015
100
-
C-BG Capita1Tmst IV WestLiberfy -Iowa
Organized-ipIifaware
Results A list of branches for your depository irrstitutlon COMMUNITY BANK amp TRUST (ID_RSSD 1015841) This depository Institution Is held by C-B-0 INC (1201448) of WEST UBERlY IA The data are as of 12312014 Data reflects information that was received and processed throughOl072015
Reconclllatlon and Verification Steps
1 In Ihe Dilta AcUon column or each branch row enter one or more of the actions specified below
2 If required enter the dlt1te In the Effective Date column
Otc If the brlt1nch information Is corrKt enter OK In the Data Action column
Chan1e If the branch information is Incorrect or incomplete revise the data enter Change In the Data Action column and the date when this information first became valtd in the Effective Date column
Oo5e If a branch listed was sold or dosed enter Close In the Data Action column and the sale or closure date ln the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete In the Data AcUon column Add If a reportable branch Is missing insert a row add the branch datai and enter Add in the Dilta Action column and the opening or acquisition date In the Effective Date column
tf printing this list you may need to lt1djust your page setup in MS Excel Try using landscape orientation page scaling andor leeal sized paper
SubmlHion Procldure
When you are finished send a saved copy to your FRB contact See the detalled instructions on this site for more information
If you are e-mailing this to your FRB contact put your Institution name city and state fn the subject line or the e-mail
Note
To satisfy the FR Y-10 reportlnc requirements you must also submit FR Y-10 Domestic Branc-h Schedules ror each branch with a Data AcUon or Change Oose lete or Add The FR YmiddotlO report may be submitted in a hardcopy format Of via the FR Y-10 Online appliti1Uon bull httpsylOonllnefederalreservegov
bull FDIC UNINUM Office Number and ID_RSSO columns are for reference onfy Verification of these values Is not required
OataActkgtn Effective Date Branch Service Type Branch IO_Rssobull Popular Name Strlet Address Cty State Ok Full Service (Head Office) 1015841 COMMUNITY BANK amp TRUST 615 CEDAR STREET MUSCAT INE IA OK Full Service 210649 PEOPLES OFFICE BRANCH 229 MAIN STREET COLUMBUS JUNCTION IA
Ok Umitedcr 2092616 PARK AVE BRANCH 2506 PARK AVENUE MUSCATINE IA
Ok Full Service 3959033 WAPELLO BRANCH 206 HIGHWAY 61 NORTH WAPELLO IA
OK Full Service 146243 210 WEST 4TH STREET BRANCH 210 WEST 4TH STREET WILTON IA
Zip Code
52761
52738
52761 52653
52778
County Countrv MUSCATINE UNITED STATES
LOU rsA UNITED STATES
MUSCATINE UNITED STATES
LOUISA UNITED STATES
MUSCATINE UNITED STATES
FDIC UNINUMbull Office Numberbull Head Off1Ce Head Office ID_Rssobull Comments
1624S 0 COMMUNITY BANK amp TRUST 1015841 12595 3 COMMUNITY BANK amp TRUST 1015841
256040 1 COMMUNITY BANK amp TRUST IDl5841
267937 S COMMUNITY BANK amp TRUST 1015841 5957 4 COMMUNITY BANK amp TRUST 1015841
Report Item 3 Securities Holders (l)(a) (b) (c) (2)(a) (b)(c)
FORMFRY-6
C-B-GINC West Liberty Iowa December 31 2014
Current securities holders with ownership control or holdings of 5 or more with power to vote as offiscal year ending December 31 2014
Securities holders not listed in (3)(l)(a) through (3)(l)(c) that had ownership control or holdings of 5 or more with power to vote during the fiscal year ending December 31 2014
(l)(a)
Name And Address (City State Country)
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWC GSTFBO Nancy A Leahy Wilton Iowa USA
( l )(b) Country of Citizenship Or Incorporation
USA
USA
David E Cat]Jenter USA Iowa City Iowa USA
Velma StiffTrust USA West Liberty Iowa USA
(l)(c)
Number and Percentage of Each Class ofVoting Securities
3997- 164 Common Stock
3997- 164 Common Stock
9484- 390 Common Stock
2146-88 Cotrunon Stock
(2)(a)
Name And Address (City State Country)
None
None
None
None
(2)(b)
Counhy Of Citizenship Or Incorporation
(2)(c) Number And Percentage OfEach Class OfVoting Securities
Report Item 4 Insiders (1) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Conn try)
David E Carpenter Iowa City Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Real Estate Development
(3)(a)
Title And Position With Bank Holding Company
Director amp President amp Secretmy amp Treasurer
FORlVIFR Y-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Chainnan Community Bank amp Trust
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
President (Cerulean Propetiies Inc)
President (BWC Farms Inc)
President (Cardinal Properties Inc)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
390
Manager (Arizona LLC)
Manager (Beautiful LLC)
Manager (Dulcet LLC)
Manager (Lagomorph LLC)
Manager (518 Laurel LLC)
Manager(Later LLC)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
(4)(c) List Names Of Other Companies (Includes Partnerships) If25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cerulean Properties Inc 100
BWC Fanns Inc 81
Cardinal Prope1iies Inc 100
Halcyon Management LLC 50
Mesa 7100 Associates LLC 67
Report Item 4 Insiders (2) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Countiy)
David E Carpenter Iowa City lowa USA (Continued)
Gerald F Denning Iowa City Jowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Attorney
(3)(a)
Title And Position With Bank Holding Company
Director amp Asst Secretary Asst Treasurer
FORMFRY-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (lnclude Names Of Subsidiaries)
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Manager (ND Stadinm Club LLC)
Manager (Zymotic LLC)
Manager(Sonsy LLC)
Trnstee (CBG Capital Trust IV)
General Partner or Manager In Several Part11erships or Limited Liability Companies Formed to Own Real Estate
Partner (Allbee 7 Barclay PC) Secretary (W-M Ltd) Manager (WWLM LLC) Trustee (CBG Capital Trust Ill)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (lnclude Names Of Subsidiaries)
None
(4)(c) Other Companies (Includes PartJ1erships) If 25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cahnslyne LLC 40
Several Limited Liability Companies Formed to Own Real Estate
Allbee Barclay PC 33
W-M Ltd 33 WWLM LLC 33
Report Item 4 Insiders (3) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
(1)
Names And Address (City State Country)
Diana M Gradert Wilton Iowa USA
Gary D Slight Muscatine Iowa USA
Jeffrey P Triplett Iowa City Iowa USA
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWCGSTFBO Nancy A Leahy Wilton Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Retired
Bank President
CPA
NIA
NIA
(3)(a)
Title And position With Bank Holding Compmw
Director
Director amp Vice President
Director
NIA
NIA
FORMFRY-6
C-B-GINC
West Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Director Community Bank amp Trust
President amp CEO Community Bank amp Trust
Director Community Bank amp Trust
NIA
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Chainnan 5 (WTC Co1mnunications Inc)
Trustee (CBG Capital Trnsts ID amp IV)
NIA
NIA
NIA
05
05
164
164
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
None
None
None
None
(4)(c) Other Companies (Includes Partnerships) If25 Or More OfVoting Securities Are Held (List Names Of Companies And Percentage Of Voting Securities Held)
WTC Connnunications Inc 69
NIA
NIA
NIA
NIA
1 bull
FR Y-6
C-B-G INC West Liberty Iowa
Fiscal Year Ending December 31 2014 Report1tem
1 A copy Of the 8ompanys annual report to its shareholders is attached
__________ 2(2__ Orgaajzational Chart
100 C-B-G Inc
s West Liberty Iowa -
Incorporated in Iowa
-- - -
Conumuiify Ballk ampTrust Coinp11ny
Mucatme Iovia Incorporatedfu Iowa
100
C-B-G Capital Trust ill West Liberty Iowa
Organized in Dela1vare
2(b) BranchVerlfication submitted via e-mail onJanuary 30 2015
100
-
C-BG Capita1Tmst IV WestLiberfy -Iowa
Organized-ipIifaware
Results A list of branches for your depository irrstitutlon COMMUNITY BANK amp TRUST (ID_RSSD 1015841) This depository Institution Is held by C-B-0 INC (1201448) of WEST UBERlY IA The data are as of 12312014 Data reflects information that was received and processed throughOl072015
Reconclllatlon and Verification Steps
1 In Ihe Dilta AcUon column or each branch row enter one or more of the actions specified below
2 If required enter the dlt1te In the Effective Date column
Otc If the brlt1nch information Is corrKt enter OK In the Data Action column
Chan1e If the branch information is Incorrect or incomplete revise the data enter Change In the Data Action column and the date when this information first became valtd in the Effective Date column
Oo5e If a branch listed was sold or dosed enter Close In the Data Action column and the sale or closure date ln the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete In the Data AcUon column Add If a reportable branch Is missing insert a row add the branch datai and enter Add in the Dilta Action column and the opening or acquisition date In the Effective Date column
tf printing this list you may need to lt1djust your page setup in MS Excel Try using landscape orientation page scaling andor leeal sized paper
SubmlHion Procldure
When you are finished send a saved copy to your FRB contact See the detalled instructions on this site for more information
If you are e-mailing this to your FRB contact put your Institution name city and state fn the subject line or the e-mail
Note
To satisfy the FR Y-10 reportlnc requirements you must also submit FR Y-10 Domestic Branc-h Schedules ror each branch with a Data AcUon or Change Oose lete or Add The FR YmiddotlO report may be submitted in a hardcopy format Of via the FR Y-10 Online appliti1Uon bull httpsylOonllnefederalreservegov
bull FDIC UNINUM Office Number and ID_RSSO columns are for reference onfy Verification of these values Is not required
OataActkgtn Effective Date Branch Service Type Branch IO_Rssobull Popular Name Strlet Address Cty State Ok Full Service (Head Office) 1015841 COMMUNITY BANK amp TRUST 615 CEDAR STREET MUSCAT INE IA OK Full Service 210649 PEOPLES OFFICE BRANCH 229 MAIN STREET COLUMBUS JUNCTION IA
Ok Umitedcr 2092616 PARK AVE BRANCH 2506 PARK AVENUE MUSCATINE IA
Ok Full Service 3959033 WAPELLO BRANCH 206 HIGHWAY 61 NORTH WAPELLO IA
OK Full Service 146243 210 WEST 4TH STREET BRANCH 210 WEST 4TH STREET WILTON IA
Zip Code
52761
52738
52761 52653
52778
County Countrv MUSCATINE UNITED STATES
LOU rsA UNITED STATES
MUSCATINE UNITED STATES
LOUISA UNITED STATES
MUSCATINE UNITED STATES
FDIC UNINUMbull Office Numberbull Head Off1Ce Head Office ID_Rssobull Comments
1624S 0 COMMUNITY BANK amp TRUST 1015841 12595 3 COMMUNITY BANK amp TRUST 1015841
256040 1 COMMUNITY BANK amp TRUST IDl5841
267937 S COMMUNITY BANK amp TRUST 1015841 5957 4 COMMUNITY BANK amp TRUST 1015841
Report Item 3 Securities Holders (l)(a) (b) (c) (2)(a) (b)(c)
FORMFRY-6
C-B-GINC West Liberty Iowa December 31 2014
Current securities holders with ownership control or holdings of 5 or more with power to vote as offiscal year ending December 31 2014
Securities holders not listed in (3)(l)(a) through (3)(l)(c) that had ownership control or holdings of 5 or more with power to vote during the fiscal year ending December 31 2014
(l)(a)
Name And Address (City State Country)
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWC GSTFBO Nancy A Leahy Wilton Iowa USA
( l )(b) Country of Citizenship Or Incorporation
USA
USA
David E Cat]Jenter USA Iowa City Iowa USA
Velma StiffTrust USA West Liberty Iowa USA
(l)(c)
Number and Percentage of Each Class ofVoting Securities
3997- 164 Common Stock
3997- 164 Common Stock
9484- 390 Common Stock
2146-88 Cotrunon Stock
(2)(a)
Name And Address (City State Country)
None
None
None
None
(2)(b)
Counhy Of Citizenship Or Incorporation
(2)(c) Number And Percentage OfEach Class OfVoting Securities
Report Item 4 Insiders (1) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Conn try)
David E Carpenter Iowa City Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Real Estate Development
(3)(a)
Title And Position With Bank Holding Company
Director amp President amp Secretmy amp Treasurer
FORlVIFR Y-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Chainnan Community Bank amp Trust
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
President (Cerulean Propetiies Inc)
President (BWC Farms Inc)
President (Cardinal Properties Inc)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
390
Manager (Arizona LLC)
Manager (Beautiful LLC)
Manager (Dulcet LLC)
Manager (Lagomorph LLC)
Manager (518 Laurel LLC)
Manager(Later LLC)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
(4)(c) List Names Of Other Companies (Includes Partnerships) If25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cerulean Properties Inc 100
BWC Fanns Inc 81
Cardinal Prope1iies Inc 100
Halcyon Management LLC 50
Mesa 7100 Associates LLC 67
Report Item 4 Insiders (2) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Countiy)
David E Carpenter Iowa City lowa USA (Continued)
Gerald F Denning Iowa City Jowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Attorney
(3)(a)
Title And Position With Bank Holding Company
Director amp Asst Secretary Asst Treasurer
FORMFRY-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (lnclude Names Of Subsidiaries)
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Manager (ND Stadinm Club LLC)
Manager (Zymotic LLC)
Manager(Sonsy LLC)
Trnstee (CBG Capital Trust IV)
General Partner or Manager In Several Part11erships or Limited Liability Companies Formed to Own Real Estate
Partner (Allbee 7 Barclay PC) Secretary (W-M Ltd) Manager (WWLM LLC) Trustee (CBG Capital Trust Ill)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (lnclude Names Of Subsidiaries)
None
(4)(c) Other Companies (Includes PartJ1erships) If 25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cahnslyne LLC 40
Several Limited Liability Companies Formed to Own Real Estate
Allbee Barclay PC 33
W-M Ltd 33 WWLM LLC 33
Report Item 4 Insiders (3) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
(1)
Names And Address (City State Country)
Diana M Gradert Wilton Iowa USA
Gary D Slight Muscatine Iowa USA
Jeffrey P Triplett Iowa City Iowa USA
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWCGSTFBO Nancy A Leahy Wilton Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Retired
Bank President
CPA
NIA
NIA
(3)(a)
Title And position With Bank Holding Compmw
Director
Director amp Vice President
Director
NIA
NIA
FORMFRY-6
C-B-GINC
West Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Director Community Bank amp Trust
President amp CEO Community Bank amp Trust
Director Community Bank amp Trust
NIA
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Chainnan 5 (WTC Co1mnunications Inc)
Trustee (CBG Capital Trnsts ID amp IV)
NIA
NIA
NIA
05
05
164
164
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
None
None
None
None
(4)(c) Other Companies (Includes Partnerships) If25 Or More OfVoting Securities Are Held (List Names Of Companies And Percentage Of Voting Securities Held)
WTC Connnunications Inc 69
NIA
NIA
NIA
NIA
Results A list of branches for your depository irrstitutlon COMMUNITY BANK amp TRUST (ID_RSSD 1015841) This depository Institution Is held by C-B-0 INC (1201448) of WEST UBERlY IA The data are as of 12312014 Data reflects information that was received and processed throughOl072015
Reconclllatlon and Verification Steps
1 In Ihe Dilta AcUon column or each branch row enter one or more of the actions specified below
2 If required enter the dlt1te In the Effective Date column
Otc If the brlt1nch information Is corrKt enter OK In the Data Action column
Chan1e If the branch information is Incorrect or incomplete revise the data enter Change In the Data Action column and the date when this information first became valtd in the Effective Date column
Oo5e If a branch listed was sold or dosed enter Close In the Data Action column and the sale or closure date ln the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete In the Data AcUon column Add If a reportable branch Is missing insert a row add the branch datai and enter Add in the Dilta Action column and the opening or acquisition date In the Effective Date column
tf printing this list you may need to lt1djust your page setup in MS Excel Try using landscape orientation page scaling andor leeal sized paper
SubmlHion Procldure
When you are finished send a saved copy to your FRB contact See the detalled instructions on this site for more information
If you are e-mailing this to your FRB contact put your Institution name city and state fn the subject line or the e-mail
Note
To satisfy the FR Y-10 reportlnc requirements you must also submit FR Y-10 Domestic Branc-h Schedules ror each branch with a Data AcUon or Change Oose lete or Add The FR YmiddotlO report may be submitted in a hardcopy format Of via the FR Y-10 Online appliti1Uon bull httpsylOonllnefederalreservegov
bull FDIC UNINUM Office Number and ID_RSSO columns are for reference onfy Verification of these values Is not required
OataActkgtn Effective Date Branch Service Type Branch IO_Rssobull Popular Name Strlet Address Cty State Ok Full Service (Head Office) 1015841 COMMUNITY BANK amp TRUST 615 CEDAR STREET MUSCAT INE IA OK Full Service 210649 PEOPLES OFFICE BRANCH 229 MAIN STREET COLUMBUS JUNCTION IA
Ok Umitedcr 2092616 PARK AVE BRANCH 2506 PARK AVENUE MUSCATINE IA
Ok Full Service 3959033 WAPELLO BRANCH 206 HIGHWAY 61 NORTH WAPELLO IA
OK Full Service 146243 210 WEST 4TH STREET BRANCH 210 WEST 4TH STREET WILTON IA
Zip Code
52761
52738
52761 52653
52778
County Countrv MUSCATINE UNITED STATES
LOU rsA UNITED STATES
MUSCATINE UNITED STATES
LOUISA UNITED STATES
MUSCATINE UNITED STATES
FDIC UNINUMbull Office Numberbull Head Off1Ce Head Office ID_Rssobull Comments
1624S 0 COMMUNITY BANK amp TRUST 1015841 12595 3 COMMUNITY BANK amp TRUST 1015841
256040 1 COMMUNITY BANK amp TRUST IDl5841
267937 S COMMUNITY BANK amp TRUST 1015841 5957 4 COMMUNITY BANK amp TRUST 1015841
Report Item 3 Securities Holders (l)(a) (b) (c) (2)(a) (b)(c)
FORMFRY-6
C-B-GINC West Liberty Iowa December 31 2014
Current securities holders with ownership control or holdings of 5 or more with power to vote as offiscal year ending December 31 2014
Securities holders not listed in (3)(l)(a) through (3)(l)(c) that had ownership control or holdings of 5 or more with power to vote during the fiscal year ending December 31 2014
(l)(a)
Name And Address (City State Country)
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWC GSTFBO Nancy A Leahy Wilton Iowa USA
( l )(b) Country of Citizenship Or Incorporation
USA
USA
David E Cat]Jenter USA Iowa City Iowa USA
Velma StiffTrust USA West Liberty Iowa USA
(l)(c)
Number and Percentage of Each Class ofVoting Securities
3997- 164 Common Stock
3997- 164 Common Stock
9484- 390 Common Stock
2146-88 Cotrunon Stock
(2)(a)
Name And Address (City State Country)
None
None
None
None
(2)(b)
Counhy Of Citizenship Or Incorporation
(2)(c) Number And Percentage OfEach Class OfVoting Securities
Report Item 4 Insiders (1) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Conn try)
David E Carpenter Iowa City Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Real Estate Development
(3)(a)
Title And Position With Bank Holding Company
Director amp President amp Secretmy amp Treasurer
FORlVIFR Y-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Chainnan Community Bank amp Trust
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
President (Cerulean Propetiies Inc)
President (BWC Farms Inc)
President (Cardinal Properties Inc)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
390
Manager (Arizona LLC)
Manager (Beautiful LLC)
Manager (Dulcet LLC)
Manager (Lagomorph LLC)
Manager (518 Laurel LLC)
Manager(Later LLC)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
(4)(c) List Names Of Other Companies (Includes Partnerships) If25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cerulean Properties Inc 100
BWC Fanns Inc 81
Cardinal Prope1iies Inc 100
Halcyon Management LLC 50
Mesa 7100 Associates LLC 67
Report Item 4 Insiders (2) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Countiy)
David E Carpenter Iowa City lowa USA (Continued)
Gerald F Denning Iowa City Jowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Attorney
(3)(a)
Title And Position With Bank Holding Company
Director amp Asst Secretary Asst Treasurer
FORMFRY-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (lnclude Names Of Subsidiaries)
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Manager (ND Stadinm Club LLC)
Manager (Zymotic LLC)
Manager(Sonsy LLC)
Trnstee (CBG Capital Trust IV)
General Partner or Manager In Several Part11erships or Limited Liability Companies Formed to Own Real Estate
Partner (Allbee 7 Barclay PC) Secretary (W-M Ltd) Manager (WWLM LLC) Trustee (CBG Capital Trust Ill)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (lnclude Names Of Subsidiaries)
None
(4)(c) Other Companies (Includes PartJ1erships) If 25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cahnslyne LLC 40
Several Limited Liability Companies Formed to Own Real Estate
Allbee Barclay PC 33
W-M Ltd 33 WWLM LLC 33
Report Item 4 Insiders (3) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
(1)
Names And Address (City State Country)
Diana M Gradert Wilton Iowa USA
Gary D Slight Muscatine Iowa USA
Jeffrey P Triplett Iowa City Iowa USA
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWCGSTFBO Nancy A Leahy Wilton Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Retired
Bank President
CPA
NIA
NIA
(3)(a)
Title And position With Bank Holding Compmw
Director
Director amp Vice President
Director
NIA
NIA
FORMFRY-6
C-B-GINC
West Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Director Community Bank amp Trust
President amp CEO Community Bank amp Trust
Director Community Bank amp Trust
NIA
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Chainnan 5 (WTC Co1mnunications Inc)
Trustee (CBG Capital Trnsts ID amp IV)
NIA
NIA
NIA
05
05
164
164
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
None
None
None
None
(4)(c) Other Companies (Includes Partnerships) If25 Or More OfVoting Securities Are Held (List Names Of Companies And Percentage Of Voting Securities Held)
WTC Connnunications Inc 69
NIA
NIA
NIA
NIA
Report Item 3 Securities Holders (l)(a) (b) (c) (2)(a) (b)(c)
FORMFRY-6
C-B-GINC West Liberty Iowa December 31 2014
Current securities holders with ownership control or holdings of 5 or more with power to vote as offiscal year ending December 31 2014
Securities holders not listed in (3)(l)(a) through (3)(l)(c) that had ownership control or holdings of 5 or more with power to vote during the fiscal year ending December 31 2014
(l)(a)
Name And Address (City State Country)
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWC GSTFBO Nancy A Leahy Wilton Iowa USA
( l )(b) Country of Citizenship Or Incorporation
USA
USA
David E Cat]Jenter USA Iowa City Iowa USA
Velma StiffTrust USA West Liberty Iowa USA
(l)(c)
Number and Percentage of Each Class ofVoting Securities
3997- 164 Common Stock
3997- 164 Common Stock
9484- 390 Common Stock
2146-88 Cotrunon Stock
(2)(a)
Name And Address (City State Country)
None
None
None
None
(2)(b)
Counhy Of Citizenship Or Incorporation
(2)(c) Number And Percentage OfEach Class OfVoting Securities
Report Item 4 Insiders (1) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Conn try)
David E Carpenter Iowa City Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Real Estate Development
(3)(a)
Title And Position With Bank Holding Company
Director amp President amp Secretmy amp Treasurer
FORlVIFR Y-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Chainnan Community Bank amp Trust
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
President (Cerulean Propetiies Inc)
President (BWC Farms Inc)
President (Cardinal Properties Inc)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
390
Manager (Arizona LLC)
Manager (Beautiful LLC)
Manager (Dulcet LLC)
Manager (Lagomorph LLC)
Manager (518 Laurel LLC)
Manager(Later LLC)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
(4)(c) List Names Of Other Companies (Includes Partnerships) If25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cerulean Properties Inc 100
BWC Fanns Inc 81
Cardinal Prope1iies Inc 100
Halcyon Management LLC 50
Mesa 7100 Associates LLC 67
Report Item 4 Insiders (2) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Countiy)
David E Carpenter Iowa City lowa USA (Continued)
Gerald F Denning Iowa City Jowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Attorney
(3)(a)
Title And Position With Bank Holding Company
Director amp Asst Secretary Asst Treasurer
FORMFRY-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (lnclude Names Of Subsidiaries)
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Manager (ND Stadinm Club LLC)
Manager (Zymotic LLC)
Manager(Sonsy LLC)
Trnstee (CBG Capital Trust IV)
General Partner or Manager In Several Part11erships or Limited Liability Companies Formed to Own Real Estate
Partner (Allbee 7 Barclay PC) Secretary (W-M Ltd) Manager (WWLM LLC) Trustee (CBG Capital Trust Ill)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (lnclude Names Of Subsidiaries)
None
(4)(c) Other Companies (Includes PartJ1erships) If 25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cahnslyne LLC 40
Several Limited Liability Companies Formed to Own Real Estate
Allbee Barclay PC 33
W-M Ltd 33 WWLM LLC 33
Report Item 4 Insiders (3) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
(1)
Names And Address (City State Country)
Diana M Gradert Wilton Iowa USA
Gary D Slight Muscatine Iowa USA
Jeffrey P Triplett Iowa City Iowa USA
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWCGSTFBO Nancy A Leahy Wilton Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Retired
Bank President
CPA
NIA
NIA
(3)(a)
Title And position With Bank Holding Compmw
Director
Director amp Vice President
Director
NIA
NIA
FORMFRY-6
C-B-GINC
West Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Director Community Bank amp Trust
President amp CEO Community Bank amp Trust
Director Community Bank amp Trust
NIA
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Chainnan 5 (WTC Co1mnunications Inc)
Trustee (CBG Capital Trnsts ID amp IV)
NIA
NIA
NIA
05
05
164
164
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
None
None
None
None
(4)(c) Other Companies (Includes Partnerships) If25 Or More OfVoting Securities Are Held (List Names Of Companies And Percentage Of Voting Securities Held)
WTC Connnunications Inc 69
NIA
NIA
NIA
NIA
Report Item 4 Insiders (1) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Conn try)
David E Carpenter Iowa City Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Real Estate Development
(3)(a)
Title And Position With Bank Holding Company
Director amp President amp Secretmy amp Treasurer
FORlVIFR Y-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Chainnan Community Bank amp Trust
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
President (Cerulean Propetiies Inc)
President (BWC Farms Inc)
President (Cardinal Properties Inc)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
390
Manager (Arizona LLC)
Manager (Beautiful LLC)
Manager (Dulcet LLC)
Manager (Lagomorph LLC)
Manager (518 Laurel LLC)
Manager(Later LLC)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
(4)(c) List Names Of Other Companies (Includes Partnerships) If25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cerulean Properties Inc 100
BWC Fanns Inc 81
Cardinal Prope1iies Inc 100
Halcyon Management LLC 50
Mesa 7100 Associates LLC 67
Report Item 4 Insiders (2) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Countiy)
David E Carpenter Iowa City lowa USA (Continued)
Gerald F Denning Iowa City Jowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Attorney
(3)(a)
Title And Position With Bank Holding Company
Director amp Asst Secretary Asst Treasurer
FORMFRY-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (lnclude Names Of Subsidiaries)
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Manager (ND Stadinm Club LLC)
Manager (Zymotic LLC)
Manager(Sonsy LLC)
Trnstee (CBG Capital Trust IV)
General Partner or Manager In Several Part11erships or Limited Liability Companies Formed to Own Real Estate
Partner (Allbee 7 Barclay PC) Secretary (W-M Ltd) Manager (WWLM LLC) Trustee (CBG Capital Trust Ill)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (lnclude Names Of Subsidiaries)
None
(4)(c) Other Companies (Includes PartJ1erships) If 25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cahnslyne LLC 40
Several Limited Liability Companies Formed to Own Real Estate
Allbee Barclay PC 33
W-M Ltd 33 WWLM LLC 33
Report Item 4 Insiders (3) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
(1)
Names And Address (City State Country)
Diana M Gradert Wilton Iowa USA
Gary D Slight Muscatine Iowa USA
Jeffrey P Triplett Iowa City Iowa USA
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWCGSTFBO Nancy A Leahy Wilton Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Retired
Bank President
CPA
NIA
NIA
(3)(a)
Title And position With Bank Holding Compmw
Director
Director amp Vice President
Director
NIA
NIA
FORMFRY-6
C-B-GINC
West Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Director Community Bank amp Trust
President amp CEO Community Bank amp Trust
Director Community Bank amp Trust
NIA
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Chainnan 5 (WTC Co1mnunications Inc)
Trustee (CBG Capital Trnsts ID amp IV)
NIA
NIA
NIA
05
05
164
164
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
None
None
None
None
(4)(c) Other Companies (Includes Partnerships) If25 Or More OfVoting Securities Are Held (List Names Of Companies And Percentage Of Voting Securities Held)
WTC Connnunications Inc 69
NIA
NIA
NIA
NIA
Report Item 4 Insiders (2) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
( 1)
Names And Address (City State Countiy)
David E Carpenter Iowa City lowa USA (Continued)
Gerald F Denning Iowa City Jowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Attorney
(3)(a)
Title And Position With Bank Holding Company
Director amp Asst Secretary Asst Treasurer
FORMFRY-6
C-B-GINC
Vest Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (lnclude Names Of Subsidiaries)
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Manager (ND Stadinm Club LLC)
Manager (Zymotic LLC)
Manager(Sonsy LLC)
Trnstee (CBG Capital Trust IV)
General Partner or Manager In Several Part11erships or Limited Liability Companies Formed to Own Real Estate
Partner (Allbee 7 Barclay PC) Secretary (W-M Ltd) Manager (WWLM LLC) Trustee (CBG Capital Trust Ill)
(4)(b)
Percentage Of Voting Shares In Subsidiaries (lnclude Names Of Subsidiaries)
None
(4)(c) Other Companies (Includes PartJ1erships) If 25 Or More Of Voting Securities Are Held (List Names Of Companies And Percentage OfVoting Securities Held)
Cahnslyne LLC 40
Several Limited Liability Companies Formed to Own Real Estate
Allbee Barclay PC 33
W-M Ltd 33 WWLM LLC 33
Report Item 4 Insiders (3) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
(1)
Names And Address (City State Country)
Diana M Gradert Wilton Iowa USA
Gary D Slight Muscatine Iowa USA
Jeffrey P Triplett Iowa City Iowa USA
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWCGSTFBO Nancy A Leahy Wilton Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Retired
Bank President
CPA
NIA
NIA
(3)(a)
Title And position With Bank Holding Compmw
Director
Director amp Vice President
Director
NIA
NIA
FORMFRY-6
C-B-GINC
West Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Director Community Bank amp Trust
President amp CEO Community Bank amp Trust
Director Community Bank amp Trust
NIA
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Chainnan 5 (WTC Co1mnunications Inc)
Trustee (CBG Capital Trnsts ID amp IV)
NIA
NIA
NIA
05
05
164
164
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
None
None
None
None
(4)(c) Other Companies (Includes Partnerships) If25 Or More OfVoting Securities Are Held (List Names Of Companies And Percentage Of Voting Securities Held)
WTC Connnunications Inc 69
NIA
NIA
NIA
NIA
Report Item 4 Insiders (3) (2) (3)(a)(b)(c) and (4)(a)(b)(c)
(1)
Names And Address (City State Country)
Diana M Gradert Wilton Iowa USA
Gary D Slight Muscatine Iowa USA
Jeffrey P Triplett Iowa City Iowa USA
BWCGSTFBO David E Carpenter Wilton Iowa USA
BWCGSTFBO Nancy A Leahy Wilton Iowa USA
(2)
Principal Occupation If Other than With Bank Holding Company
Retired
Bank President
CPA
NIA
NIA
(3)(a)
Title And position With Bank Holding Compmw
Director
Director amp Vice President
Director
NIA
NIA
FORMFRY-6
C-B-GINC
West Liberty Iowa December 31 2014
(3)(b)
Title And Position With Subsidiaries (Include Names Of Subsidiaries)
Director Community Bank amp Trust
President amp CEO Community Bank amp Trust
Director Community Bank amp Trust
NIA
NIA
(3)(c)
Title And Position With Other Businesses (Include Names Of Other Businesses)
(4)(a)
Percentage Of Voting Shares In Bank Holding Company
Chainnan 5 (WTC Co1mnunications Inc)
Trustee (CBG Capital Trnsts ID amp IV)
NIA
NIA
NIA
05
05
164
164
(4)(b)
Percentage Of Voting Shares In Subsidiaries (Include Names Of Subsidiaries)
None
None
None
None
None
(4)(c) Other Companies (Includes Partnerships) If25 Or More OfVoting Securities Are Held (List Names Of Companies And Percentage Of Voting Securities Held)
WTC Connnunications Inc 69
NIA
NIA
NIA
NIA
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