FOR IMMEDIATE RELEASE Date: January 18, 2005 Contact: Donald F. Holt, EVP/CFO (717) 920-5801, Fax (717) 920-1683 COMMUNITY BANKS REPORTS EARNINGS INCREASE Harrisburg, PA- Community Banks, Inc. ("Community") (Listed on NASDAQ: CMTY) today announced earnings results for the year and the fourth quarter ended December 31, 2004. Earnings per share for 2004 rose to a record $1.73 and reflected annual net income of $ 21.8 million. This performance represented an improvement of 6.1% over the earnings per share of $1.63 achieved in 2003, and a 7% increase in net income from the $20.4 million recorded in that same year. The 2004 performance resulted in a return on average assets of 1.12% and a return on average equity of 14.96%, compared to 1.15% and 15.03%, respectively, in 2003. Results for the fourth quarter of 2004 reflected similar performance as earnings per share rose from $0.41 in the year earlier quarter to $0.44 in 2004, an increase of 7.3%. Net income for the three months ended December 31, 2004 was $5.5 million versus $5.2 million in the fourth quarter of 2003, an increase of 7.0%. Community produced improved levels of profitability during 2004 by driving higher loan and deposit volumes, increased fees, strong asset quality and more modest growth in operating expenses. Across the broader financial services spectrum, profit performance was directly and indirectly influenced by the depressed level of interest rates and an unsettled national economy. The strain on net interest income growth placed a premium on increasing market share, maintaining pristine asset quality metrics, developing new and improved sources of service fee income, and the achievement of operating efficiencies. On November 16, 2004, Community and PennRock Financial Services Corp., parent company of Blue Ball National Bank, announced the signing of a definitive agreement pursuant to which Community and PennRock Financial will combine under Community's charter. Following consummation, Blue Ball will continue to operate as a division of CommunityBanks. The joint banking and financial services franchise will include 67 banking offices in 11 counties throughout the center of Pennsylvania, extending from the Pocono region in the north to just south of the Pennsylvania/Maryland border. The combination will dramatically increase the combined company's presence in the south central Pennsylvania market, including significant coverage of the vibrant Harrisburg, Lancaster and York regions, with combined assets totaling over $3 billion. After the combination, Community Banks, Inc. would become the 8th largest bank holding company headquartered in the Commonwealth of Pennsylvania; it currently ranks as the 12th largest. "We are especially pleased to be reporting continuing earnings momentum while, at the same time, we begin the challenging process of combining and integrating the Community and PennRock franchises, said Eddie L. Dunklebarger, President and Chief Executive Officer. "Our optimism for the future is based on both banks' strong financial condition, their historical trend of steady earnings improvement and the opportunities to improve upon both of these as a result of our new partnership". Terms of the transaction, which is expected to be completed by mid-year 2005, were provided at the time of the announcement. The merger remains subject to various regulatory approvals as well as the approval of both Community and PennRock shareholders. During 2004, average loans rose to just under $1.2 billion and grew 15.7% over 2003 balances. Growth in average deposit balances also experienced robust growth trends as deposits increased 10.1% to nearly $1.3 billion. Net interest income rose 7.2 % when expressed on a fully-tax equivalent basis, despite the challenges presented by the low interest rate environment. Community continues to garner an increasingly larger share of the South Central Pennsylvania banking market, which influenced the growth in both core banking activities and net interest income. Other revenues, excluding the impact of gains from the sales of securities, reflected an increase of nearly 12% over 2003. Other revenues actually increased by nearly 19% over 2003 if 2003 results were further adjusted for the nonrecurring sale of a branch location in the fourth quarter of 2003. This growth was influenced by the increase in fees associated with both acquired businesses and increases in new or existing banking products. The improvement in this revenue stream was achieved despite the mitigating impact of the less robust mortgage refinancing market during most of 2004. The pace of mortgage refinancing activity slowed measurably from the record performances of the last two years. Complementary fee-based activities, such as title and settlement services, also receded by comparison to the outsized mortgage origination activity in years prior to 2004. Two highlights of 2004 performance related to asset quality and control over non-interest expenses. Community has now experienced three consecutive years of steadily improving metrics in loan quality, including net charge-offs to loans of only .16% in 2004. Growth in the provision for loan losses was reflective of the growth in the loan portfolio and the risk associated therewith, as asset quality metrics continued to reflect little in the way of adverse trends. Non-interest expenses, which grew by 9.3%, were inflated by the first full year of expenses attributed to businesses acquired throughout 2003 and by the second consecutive year of increased marketing expenses. Community has aggressively addressed elevating its profile in its core markets to take advantage of market disruptions attributed to the fallout from out-of-state acquisitions of local competitors. Community currently has nearly $2 billion in assets and 48 banking offices, and is headquartered in Harrisburg, Pennsylvania, which will remain the corporate offices. PennRock, with its 19 banking offices and nearly $1.1 billion in assets, operates 12 offices in Lancaster County; 5 in Berks County near Reading, Pennsylvania; and 2 additional offices in nearby Chester County. This press release contains "forward looking" information as defined by the Private Securities Litigation Reform Act of 1995, which is based on Community's current expectations, estimates and projections about future events and financial trends affecting the financial condition of its business. These statements are not historical facts or guarantees of future performance, events, or results. Such statements involve potential risks and uncertainties and, accordingly, actual performance results may differ materially. Community undertakes no obligation to publicly update or revise forward looking information, whether as a result of new, updated information, future events, or otherwise. 2 Community Banks, Inc. Selected Financial Information (Dollars in thousands, except per share data) Three Months Ended Year Ended December 31, December 31, 2004 2003 2004 2003 ---------------------------- ---------------------------- Consolidated summary of operations: Interest income $ 25,710 $ 23,602 $ 99,799 $ 94,865 Interest expense 11,089 10,428 43,242 42,351 ------------ ------------ ------------ ------------ Net interest income 14,621 13,174 56,557 52,514 Provision for loan losses 750 600 3,100 2,500 ------------ ------------ ------------ ------------ Net interest income after provision for loan losses 13,871 12,574 53,457 50,014 ------------ ------------ ------------ ------------ Non-interest income: Investment management and trust services 391 384 1,510 1,326 Service charges on deposit accounts 2,012 1,442 7,120 5,128 Other service charges, commissions, and fees 792 629 3,357 2,958 Investment security gains 186 78 2,470 1,927 Insurance premium income and commissions 873 745 3,260 2,822 Mortgage banking activities 652 725 2,665 2,532 Earnings on investment in life insurance 383 311 1,593 1,455 Other 133 1,237 1,238 2,315 ------------ ------------ ------------ ------------ Total non-interest income 5,422 5,551 23,213 20,463 ------------ ------------ ------------ ------------ Non-interest expenses: Salaries and employee benefits 7,486 6,598 28,337 25,397 Net occupancy 1,990 1,836 7,980 7,200 Marketing expense 425 521 2,325 2,018 Telecommunications expense 306 350 1,285 1,302 Other 2,411 2,657 10,066 9,801 ------------ ------------ ------------ ------------ Total non-interest expenses 12,618 11,962 49,993 45,718 ------------ ------------ ------------ ------------ Income before income taxes 6,675 6,163 26,677 24,759 Income taxes 1,135 987 4,879 4,359 ------------ ------------ ------------ ------------ Net income $ 5,540 $ 5,176 $ 21,798 $ 20,400 ============ ============ ============ ============ Net loan charge-offs $ 765 $ 862 $ 1,857 $ 1,665 Net interest margin (FTE) 3.51% 3.41% 3.44% 3.50% Efficiency ratio 58.96% 62.41% 60.22% 60.47% Return on average assets 1.13% 1.13% 1.12% 1.15% Return on average stockholders' equity 14.54% 14.75% 14.96% 15.03% Return on average realized equity 2] 14.99% 15.26% 15.30% 15.81% Consolidated per share data: 1] Basic earnings per share $ 0.45 $ 0.43 $ 1.78 $ 1.68 ============ ============ ============ ============ Diluted earnings per share $ 0.44 $ 0.41 $ 1.73 $ 1.63 ============ ============ ============ ============ Book value at end of period $ 12.45 $ 11.73 $ 12.45 $ 11.73 ============ ============ ============ ============ Realized book value at end of period 2] $ 12.19 $ 11.19 $ 12.19 $ 11.19 ============ ============ ============ ============ 3 Community Banks, Inc. Selected Financial Information (Dollars in thousands, except per share data) Consolidated balance sheet data: Three Months Ended Year Ended December 31, December 31, 2004 2003 2004 2003 -------------------------------------- ------------------------------------- Average total loans $ 1,201,454 $ 1,067,506 $ 1,153,933 $ 997,190 Average earning assets 1,844,675 1,720,843 1,831,881 1,680,204 Average assets 1,957,240 1,823,692 1,941,096 1,780,679 Average deposits 1,304,590 1,214,381 1,295,977 1,177,356 Average stockholders' equity 151,557 139,226 145,750 135,773 Average diluted shares outstanding 1] 12,553,000 12,623,000 12,575,000 12,497,000 12/31/2004 vs. December 31, December 31, 12/31/2003 2004 2003 % Change ----------------- ------------------ ----------------- Assets $ 1,954,799 $ 1,861,063 5% Total loans 1,215,951 1,078,611 13% Deposits 1,305,537 1,230,685 6% Stockholders' equity 2] 149,130 136,810 9% Accumulated other comprehensive income 3,211 6,596 (51)% Diluted shares outstanding 1] 12,549,000 12,666,000 (1)% Non-accrual loans $ 5,428 $ 8,151 (33)% Foreclosed real estate 2,094 4,865 (57)% ----------------- ------------------ ----------------- Total non-performing assets 7,522 13,016 (42)% Accruing loans 90 days past due --- 90 (100)% ----------------- ------------------ ----------------- Total risk elements $ 7,522 $ 13,106 (43)% ================= ================== ================= Allowance for loan losses $ 14,421 $ 13,178 9% Asset quality ratios: Allowance for loan losses to total loans outstanding 1.19% 1.22% Allowance for loan losses to non-accrual loans 266% 162% Non-accrual loans to total loans outstanding 0.45% 0.76% Non-performing assets to total assets 0.38% 0.70% 1] Per share data reflects stock splits and stock dividends 2] Excludes accumulated other comprehensive income 4