1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to _____________ Commission file number 0-19028 CCFNB BANCORP, INC. (Name of small business Issuer in its charter) PENNSYLVANIA 23-2254643 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 232 East Street, Bloomsburg, PA 17815 (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: (570) 784-4400 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirings for the past 90 days. Yes X No ___ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 1,346,450 shares of $1.25 (par) common stock were outstanding as of October 27, 2000. 2 CCFNB BANCORP, INC. AND SUBSIDIARY SEPTEMBER 30, 2000 INDEX 10-Q EXHIBIT 27 - FINANCIAL DATA SCHEDULE NO PAGE # PART I - FINANCIAL INFORMATION: - Consolidated Balance Sheets 1 - Consolidated Statements of Income 2 - Consolidated Statements of Cash Flows 3 - Notes to Consolidated Financial Statements 4 - 10 - Report of Independent Certified Public Accountants 11 - Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations 12 - 18 PART II - OTHER INFORMATION 19 SIGNATURES 20 3 CCFNB BANCORP, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) UNAUDITED SEPTEMBER DECEMBER 30, 2000 31, 1999 --------- --------- ASSETS Cash and due from banks ............................................. $ 5,708 $ 5,855 Interest-bearing deposits with other banks .......................... 5,276 217 Federal funds sold .................................................. 2,000 0 Investment securities: Securities Available-for-Sale ..................................... 46,068 48,904 Securities to be Held-to-Maturity (estimated fair value 1999, $200) .......................................... 0 200 Loans, net of unearned income ....................................... 134,701 134,423 Allowance for loan losses ........................................... 1,005 985 --------- --------- Net loans ......................................................... $ 133,696 $ 133,438 Premises and equipment .............................................. 5,020 5,274 Accrued interest receivable ......................................... 1,021 1,002 Other assets ........................................................ 1,127 1,232 --------- --------- TOTAL ASSETS ................................................... $ 199,916 $ 196,122 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits: Non-interest bearing .............................................. $ 15,229 $ 13,672 Interest bearing .................................................. 123,845 124,934 --------- --------- Total Deposits ................................................. $ 139,074 $ 138,606 Short-term borrowings ............................................... 22,181 30,881 Long-term borrowings ................................................ 13,337 2,343 Accrued interest and other expenses ................................. 1,192 1,231 Other liabilities ................................................... 21 14 --------- --------- TOTAL LIABILITIES .............................................. $ 175,805 $ 173,075 ========= ========= STOCKHOLDERS' EQUITY Common stock, par value $1.25 per share; authorized 5,000,000 shares; issued 1,348,450 shares in 2000 and 1,367,651 shares in 1999 .......................................... $ 1,686 $ 1,710 Surplus ............................................................. 5,179 5,483 Retained earnings ................................................... 17,930 17,014 Accumulated other comprehensive income (loss) ....................... (684) (1,160) --------- --------- TOTAL STOCKHOLDERS' EQUITY ..................................... $ 24,111 $ 23,047 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..................... $ 199,916 $ 196,122 ========= ========= See accompanying notes to Consolidated Financial Statements. -1- 4 CCFNB BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS EXCEPT PER SHARE DATA) UNAUDITED FOR THE NINE FOR THE THREE MONTHS ENDING MONTHS ENDING SEPTEMBER 30, SEPTEMBER 30, ------------- ------------- 2000 1999 2000 1999 ---- ---- ---- ---- INTEREST INCOME Interest and fees on loans: Taxable ...................................................... $ 7,840 $ 7,060 $ 2,666 $ 2,422 Tax-exempt ................................................... 97 90 34 30 Interest and dividends on investment securities: Taxable interest ............................................. 1,461 1,508 470 527 Tax-exempt interest .......................................... 544 507 181 173 Dividends .................................................... 64 60 22 21 Interest on federal funds sold ................................. 0 39 0 9 Interest on deposits in other banks ............................ 23 129 15 16 ---------- ---------- ---------- ---------- TOTAL INTEREST INCOME ..................................... $ 10,029 $ 9,393 $ 3,388 $ 3,198 ---------- ---------- ---------- ---------- INTEREST EXPENSE Interest on deposits ........................................... $ 3,806 $ 3,707 $ 1,289 $ 1,241 Interest on short-term borrowings .............................. 839 700 262 235 Interest on long-term borrowings ............................... 366 97 161 33 ---------- ---------- ---------- ---------- TOTAL INTEREST EXPENSE .................................... $ 5,011 $ 4,504 $ 1,712 $ 1,509 ---------- ---------- ---------- ---------- Net interest income ............................................ $ 5,018 $ 4,889 $ 1,676 $ 1,689 Provision for loan losses ...................................... 47 59 8 20 ---------- ---------- ---------- ---------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES .................................................. $ 4,971 $ 4,830 $ 1,668 $ 1,669 ---------- ---------- ---------- ---------- NON-INTEREST INCOME Service charges and fees ....................................... $ 447 $ 454 $ 152 $ 156 Trust department income ........................................ 121 129 39 44 Securities gains - net ......................................... 0 39 0 8 Other income ................................................... 182 162 59 53 ---------- ---------- ---------- ---------- TOTAL NON-INTEREST INCOME ................................. $ 750 $ 784 $ 250 $ 261 ---------- ---------- ---------- ---------- NON-INTEREST EXPENSES Salaries and wages ............................................. $ 1,513 $ 1,415 $ 501 $ 478 Pensions and other employee benefits ........................... 486 471 156 155 Occupancy expense, net ......................................... 249 259 79 90 Furniture and equipment expense ................................ 466 450 154 157 Other operating expenses ....................................... 1,049 1,026 337 336 ---------- ---------- ---------- ---------- TOTAL NON-INTEREST EXPENSES ............................... $ 3,763 $ 3,621 $ 1,227 $ 1,216 ---------- ---------- ---------- ---------- Income before income taxes ..................................... $ 1,958 $ 1,993 $ 691 $ 714 Income tax expense ............................................. 473 503 167 183 ---------- ---------- ---------- ---------- NET INCOME ................................................. $ 1,485 $ 1,490 $ 524 $ 531 ========== ========== ========== ========== PER SHARE DATA Net income ..................................................... $ 1.09 $ 1.08 $ .39 $ .39 Cash dividends ................................................. .42 .38 .14 .13 Weighted average shares outstanding ............................ 1,358,633 1,377,041 1,358,633 1,377,041 See accompanying notes to Consolidated Financial Statements. -2- 5 CCFNB BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) UNAUDITED FOR THE NINE MONTHS ENDING SEPTEMBER 30, 2000 1999 -------- -------- OPERATING ACTIVITIES Net income ................................................................................... $ 1,485 $ 1,490 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses ................................................................. 47 59 Provision for depreciation and amortization ............................................... 400 398 Premium amortization on investment securities ............................................. 27 62 Discount accretion on investment securities ............................................... (13) (18) (Gain) on sales of investment securities Available-for-Sale ............................... 0 (39) Deferred income taxes (benefit) ........................................................... (10) 21 (Gain) on sale of other real estate ....................................................... 0 (2) (Increase) in accrued interest receivable and other assets ................................ (146) (308) (Decrease) in accrued interest, other expenses and other liabilities ............................................................................. (32) (53) -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES ............................................... $ 1,758 $ 1,610 -------- -------- INVESTING ACTIVITIES Proceeds from sales, maturities and redemptions of investment securities Available-for-Sale .............................................................. $ 3,540 $ 11,195 Proceeds from maturities and redemptions of Held-to-Maturity investment securities ...................................................................... 200 365 Purchase of investment securities Available-for-Sale ......................................... 0 (15,647) Net (increase) in loans ...................................................................... (305) (6,027) Purchases of premises and equipment .......................................................... (146) (80) Proceeds from sale of other real estate ...................................................... 0 26 -------- -------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES ..................................... $ 3,289 $(10,168) -------- -------- FINANCING ACTIVITIES Net increase (decrease) in deposits .......................................................... $ 468 $ (521) Net increase (decrease) in short-term borrowings ............................................. (8,700) 1,059 Net increase in long-term borrowings ......................................................... 10,994 55 Proceeds from issuance of common stock ....................................................... 117 109 Acquisition of treasury stock ................................................................ (445) (37) Proceeds from sale of treasury stock ......................................................... 0 13 Cash dividends paid .......................................................................... (569) (518) -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES ............................................... $ 1,865 $ 160 -------- -------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ........................................ $ 6,912 $ (8,398) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ............................................. 6,072 12,486 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD ............................................. $ 12,984 $ 4,088 ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for: Interest ................................................................................... $ 5,028 $ 4,513 Income taxes ............................................................................... $ 516 $ 514 See accompanying notes to Consolidated Financial Statements. -3- 6 CCFNB BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2000 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting and reporting policies of CCFNB Bancorp, Inc. and Subsidiary (the "Corporation") are in accordance with generally accepted accounting principles and conform to common practices within the banking industry. The more significant policies follow: PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of CCFNB Bancorp, Inc. and its wholly owned subsidiary, Columbia County Farmers National Bank (the "Bank"). All significant inter-company balances and transactions have been eliminated in consolidation. NATURE OF OPERATIONS & LINES OF BUSINESS The Corporation provides full banking services, including trust services, through the Bank, to individuals and corporate customers. The Bank has six offices covering an area of approximately 484 square miles in Northeastern Pennsylvania. The Corporation and its banking subsidiary are subject to regulation of the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Federal Reserve Bank of Philadelphia. Gathering deposits and making loans are the major lines of business. The deposits are mainly deposits of individuals and small businesses and the loans are mainly real estate loans covering primary residences and small business enterprises. The trust services, under the name of CCFNB and Co., include administration of various estates, pension plans, self-directed IRA's and other services. A third-party brokerage arrangement, Invest, is also resident in the main branch, namely Bloomsburg. This Invest Financial Service offers a full line of stocks, bonds and other non-insured financial services. USE OF ESTIMATES The preparation of these consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates. INVESTMENT SECURITIES The Corporation classifies its investment securities as either "Held-to-Maturity" or "Available-for-Sale" at the time of purchase. Debt securities are classified as Held-to-Maturity when the Corporation has the ability and positive intent to hold the securities to maturity. Investment securities Held-to-Maturity are carried at cost adjusted for amortization of premiums and accretion of discounts to maturity. -4- 7 Debt securities not classified as Held-to-Maturity and equity securities included in the Available-for-Sale category, are carried at fair value, and the amount of any unrealized gain or loss net of the effect of deferred income taxes is reported as a component of Stockholders' Equity. Management's decision to sell Available-for-Sale securities is based on changes in economic conditions controlling the sources and uses of funds, terms, availability of and yield of alternative investments, interest rate risk, and the need for liquidity. The cost of debt securities classified as Held-to-Maturity or Available-for-Sale is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion, as well as interest and dividends, is included in interest income from investments. Realized gains and losses are included in net investment securities gains. The cost of investment securities sold, redeemed or matured is based on the specific identification method. LOANS Loans are stated at their outstanding principal balances, net of deferred fees or costs, unearned income, and the allowance for loan losses. Interest on loans is accrued on the principal amount outstanding, primarily on an actual day basis. Non-refundable loan fees and certain direct costs are deferred and amortized over the life of the loans using the interest method. The amortization is reflected as an interest yield adjustment, and the deferred portion of the net fees and costs is reflected as a part of the loan balance. NON-ACCRUAL LOANS - Generally, a loan is classified as non-accrual, with the accrual of interest on such a loan discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectibility of principal or interest, even though the loan currently is performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on non-accrual status, unpaid interest credited to income in the current year is reversed, and unpaid interest accrued in prior years is charged against the allowance for credit losses. Certain non-accrual loans may continue to perform, that is, payments are still being received with those payments generally applied to principal. Non-accrual loans remain under constant scrutiny and if performance continues, interest income may be recorded on a cash basis based on management's judgement as to collectibility of principal. ALLOWANCE FOR LOAN LOSSES - The allowance for loan losses is established through provisions for loan losses charged against income. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. A factor in estimating the allowance for loan losses is the measurement of impaired loans. A loan is considered impaired when, based on current information and events, it is probable that the Corporation will be unable to collect all amounts due according to the contractual terms of the loan agreement. Under current accounting standards, the allowance for loan losses related to impaired loans is based on discounted cash flows using the loan's effective interest rate or the fair value of the collateral for certain collateral dependent loans. -5- 8 The allowance for loan losses is maintained at a level established by management to be adequate to absorb estimated potential loan losses. Management's periodic evaluation of the adequacy of the allowance for loan losses is based on the Corporation's past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower's ability to repay (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions, and other relevant factors. This evaluation is inherently subjective as it requires material estimates, including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. PREMISES AND EQUIPMENT Premises and equipment are stated at cost less accumulated depreciation computed principally on the straight-line method over the estimated useful lives of the assets. Maintenance and minor repairs are charged to operations as incurred. The cost and accumulated depreciation of the premises and equipment retired or sold are eliminated from the property accounts at the time of retirement or sale, and the resulting gain or loss is reflected in current operations. OTHER REAL ESTATE OWNED Other real estate owned is comprised of property acquired through a foreclosure proceeding or acceptance of a deed-in-lieu of foreclosure and loans classified as in-substance foreclosure. In accordance with Statement of Financial Accounting Standards (SFAS) No. 114, a loan is classified as in-substance foreclosure when the Corporation has taken possession of the collateral regardless of whether formal foreclosure proceedings take place. Other real estate owned is recorded at fair value at the date of foreclosure, establishing a new cost basis. After foreclosure, valuations are periodically performed by management, and the real estate is carried at the lower of (1) cost or (2) fair value minus estimated costs to sell. Income and expenses from operations of other real estate owned and changes in the valuation allowance are included in loss on other real estate owned. INCOME TAXES The provision for income taxes is based on the results of operations, adjusted primarily for tax-exempt income. Certain items of income and expense are reported in different periods for financial reporting and tax return purposes. Deferred tax assets and liabilities are determined based on the differences between the consolidated financial statement and income tax bases of assets and liabilities measured by using the enacted tax rates and laws expected to be in effect when the timing differences are expected to reverse. Deferred tax expense or benefit is based on the difference between deferred tax asset or liability from period to period. PER SHARE DATA Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share", requires dual presentation of basic and diluted earnings per share. Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding at the end of each period. Diluted earnings per share is calculated by increasing the denominator for the assumed conversion of all potentially dilutive securities. The Corporation does not have any securities which have or will have a dilutive effect, accordingly, basic and diluted per share data is the same. -6- 9 CASH FLOW INFORMATION For purposes of reporting consolidated cash flows, cash and cash equivalents include cash on hand and due from banks, interest-bearing deposits in other banks and federal funds sold. The Corporation considers cash classified as interest-bearing deposits with other banks as a cash equivalent because they are represented by cash accounts essentially on a demand basis. Federal funds are also included as a cash equivalent because they are generally purchased and sold for one-day periods. TRUST ASSETS AND INCOME Property held by the Corporation in a fiduciary or agency capacity for its customers is not included in the accompanying consolidated financial statements because such items are not assets of the Corporation. Trust Department income is recognized on a cash basis and is not materially different than if it was reported on an accrual basis. RECENT ACCOUNTING PRONOUNCEMENTS Statement of Financial Accounting Standards (SFAS) No. 133 (as amended by SFAS No. 137), "Accounting for Derivative Instruments and Hedging Activities", becomes effective for financial reporting periods beginning after June 15, 2000. SFAS No. 133 requires fair value accounting for all stand-alone derivatives and many derivatives embedded in other instruments and contracts. Since the Corporation does not enter into transactions involving derivatives described in the standard and does not engage in hedging activities, the standard is not expected to have a significant impact on the Corporation's consolidated financial condition or results of operations. NOTE 2 - ALLOWANCE FOR LOAN LOSSES Changes in the allowance for loan losses for the periods ended September 30, 2000 and September 30, 1999 were as follows: (AMOUNTS IN THOUSANDS) ---------------------- 2000 1999 -------- -------- Balance, beginning of year......................... $ 985 $ 954 Provision charged to operations.................... 47 59 Loans charged-off.................................. (68) (62) Recoveries......................................... 41 29 -------- -------- Balance, September 30.............................. $ 1,005 $ 980 ======== ======== At September 30, 2000 the recorded investment in loans that are considered to be impaired as defined by SFAS No. 114 was $384,005. No additional charge to operations was required to provide for the impaired loans since the total allowance for loan losses is estimated by management to be adequate to provide for the loan loss allowance required by SFAS No. 114 along with any other potential losses. At September 30, 2000, there were no significant commitments to lend additional funds with respect to non-accrual and restructured loans. -7- 10 NOTE 3 - SHORT-TERM BORROWINGS Federal funds purchased, securities sold under agreements to repurchase, and Federal Home Loan Bank advances generally represented overnight or less than 30-day borrowings. U.S. Treasury tax and loan notes for collections made by the Bank were payable on demand. NOTE 4 - LONG-TERM BORROWINGS Long-term borrowings are comprised of advances from the Federal Home Loan Bank. NOTE 5 - STOCKHOLDERS' EQUITY Changes in stockholders' equity for the period ended September 30, 2000 were as follows: (AMOUNTS IN THOUSANDS, EXCEPT COMMON SHARE DATA) ACCUMULATED OTHER COMPREHENSIVE COMPREHENSIVE COMMON COMMON INCOME RETAINED INCOME SHARES STOCK SURPLUS (LOSS) EARNINGS (LOSS) Balance at January 1, 2000 ........ 1,367,651 $ 1,710 $ 5,483 $ 0 $ 17,014 $ (1,160) Comprehensive Income: Net income ....................... 0 0 0 1,485 1,485 0 Change in unrealized gain (loss) on investment securities available-for-sale net of reclassification adjustment and tax effects ................. 0 0 0 476 0 476 ----- TOTAL COMPREHENSIVE INCOME $ 1,961 ===== Issuance of 6,899 shares of common stock under dividend reinvestment and stock purchase plans ........ 6,899 8 109 0 0 Purchase of 26,100 shares of treasury stock .................. 0 0 0 0 0 Retirement of 26,100 shares of treasury stock .................. (26,100) (32) (413) 0 0 Cash dividends $.42 per share ..... 0 0 0 (569) 0 --------- ---------- ---------- ---------- ---------- Balance at September 30, 2000 ..... 1,348,450 $ 1,686 $ 5,179 $ 17,930 $ (684) ========= ========== ========== ========== ========== TREASURY STOCK TOTAL Balance at January 1, 2000 ........ $ 0 $ 23,047 Comprehensive Income: Net income ....................... 0 1,485 Change in unrealized gain (loss) on investment securities available-for-sale net of reclassification adjustment and tax effects ................. 0 476 TOTAL COMPREHENSIVE INCOME Issuance of 6,899 shares of common stock under dividend reinvestment and stock purchase plans ........ 0 117 Purchase of 26,100 shares of treasury stock .................. (445) (445) Retirement of 26,100 shares of treasury stock .................. 445 0 Cash dividends $.42 per share ..... 0 (569) ---------- ---------- Balance at September 30, 2000 ..... $ 0 $ 24,111 ========== ========== -8- 11 NOTE 6 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONCENTRATIONS OF CREDIT RISK The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and commercial letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of involvement the Corporation has in particular classes of financial instruments. The Corporation does not engage in trading activities with respect to any of its financial instruments with off-balance sheet risk. The Corporation may require collateral or other security to support financial instruments with off-balance sheet credit risk. The contract or notional amounts at September 30, 2000 and December 31, 1999 were as follows: (AMOUNTS IN THOUSANDS) ---------------------- SEPTEMBER DECEMBER 30, 2000 31, 1999 -------- -------- FINANCIAL INSTRUMENTS WHOSE CONTRACT AMOUNTS REPRESENT CREDIT RISK: Commitments to extend credit........................ $ 11,694 $ 10,342 Financial standby letters of credit................. 615 639 Performance standby letters of credit............... 18 11 Dealer floor plans.................................. 1,612 991 Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Corporation evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Corporation upon extension of credit, is based on management's credit evaluation of the counter-party. Collateral held varies but may include accounts receivable, inventory, property, plant, equipment and income-producing commercial properties. Standby letters of credit and commercial letters of credit are conditional commitments issued by the Corporation to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Corporation holds collateral supporting those commitments for which collateral is deemed necessary. The Corporation's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual notional amount of those instruments. The Corporation uses the same credit policies in making commitments and conditional obligations, as it does for on-balance sheet instruments. -9- 12 The Corporation granted commercial, consumer and residential loans to customers within Pennsylvania. Of the total loan portfolio at September 30, 2000, 77.3% was for real estate loans, principally residential. It was the opinion of management that the high concentration did not pose an adverse credit risk. Further, it was management's opinion that the remainder of the loan portfolio was balanced and diversified to the extent necessary to avoid any significant concentration of credit. NOTE 7 - MANAGEMENT'S ASSERTIONS AND COMMENTS REQUIRED TO BE PROVIDED WITH FORM 10Q FILING In management's opinion, the consolidated interim financial statements reflect a fair presentation of the consolidated financial position of CCFNB Bancorp, Inc. and Subsidiary, and the results of their operations and their cash flows for the interim periods presented. Further, the consolidated interim financial statements reflect all adjustments, which are in the opinion of management, necessary to present fairly the consolidated financial condition and consolidated results of operations and cash flows for the interim period presented and that all such adjustments to the consolidated financial statements are of a normal recurring nature. The results of operations for the nine-month period ended September 30, 2000 are not necessarily indicative of the results to be expected for the full year. These consolidated interim financial statements have been prepared in accordance with requirements of Form 10Q and therefore do not include all disclosures normally required by generally accepted accounting principles applicable to financial institutions as included with consolidated financial statements included in the Corporation's annual Form 10K filing. The reader of these consolidated interim financial statements may wish to refer to the Corporation's annual report or Form 10K for the period ended December 31, 1999, filed with the Securities and Exchange Commission. NOTE 8 - AMENDMENT OF RULE 10-01 OF REGULATION S-X REQUIRING REVIEWED QUARTERLY FINANCIAL STATEMENTS In accordance with the new amendment effective for the period ended September 30, 2000 the accompanying consolidated financial statements have been reviewed by Independent Certified Public Accountants whose report is being submitted as an integral part of this Form 10Q filing. -10- 13 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Directors and Stockholders of CCFNB Bancorp, Inc.: We have reviewed the accompanying consolidated balance sheet of CCFNB Bancorp, Inc. and Subsidiary as of September 30, 2000, and the related consolidated statements of income and cash flows for the three and nine-month periods then ended. These consolidated financial statements are the responsibility of the management of CCFNB Bancorp, Inc. and Subsidiary. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the September 30, 2000 financial statements for them to be in conformity with generally accepted accounting principles. The accompanying balance sheet of CCFNB Bancorp, Inc. and Subsidiary for the year ended December 31, 1999, was audited by us as part of our audit of the financial statements for the year ended December 31, 1999 taken as a whole and we expressed an unqualified opinion on them in our report dated January 18, 2000, but we have not performed any auditing procedures since that date. The accompanying statements of income and cash flows of CCFNB Bancorp, Inc. and Subsidiary for the three and nine-month periods ended September 30, 1999 were not audited by us and, accordingly, we do not express an opinion on them. /s/ J.H. Williams & Co., LLP J.H. Williams & Co., LLP Kingston, Pennsylvania October 17, 2000 -11- 14 CCFNB BANCORP, INC. AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS Consolidated Summary of Operations (Dollars in Thousands, except for per share data) AT AND FOR THE NINE MONTHS -------------------------- ENDED SEPTEMBER 30, AT AND FOR THE YEARS ENDED DECEMBER 31, ------------------- --------------------------------------- 2000 1999 1999 1998 1997 1996 1995 ---- ---- ---- ---- ---- ---- ---- Income and Expense: Interest income ...................... $ 10,029 $ 9,393 $ 12,669 $ 12,444 $ 12,498 $ 11,844 $ 11,466 Interest expense ..................... 5,011 4,504 6,099 6,072 5,976 5,588 5,557 --------- --------- --------- --------- --------- --------- --------- Net interest income .................. 5,018 4,889 $ 6,570 $ 6,372 6,522 6,256 5,909 Loan loss provision .................. 47 59 78 78 60 80 42 --------- --------- --------- --------- --------- --------- --------- Net interest income after loan loss provision .......................... 4,971 4,830 6,492 6,294 6,462 6,176 5,867 Non-interest income .................. 750 784 1,050 981 804 762 693 Non-interest expense ................. 3,763 3,621 4,818 4,739 4,492 4,450 4,374 --------- --------- --------- --------- --------- --------- --------- Income before income taxes ........... 1,958 1,993 2,724 2,536 2,774 2,488 2,186 Income taxes ......................... 473 503 685 634 749 664 561 --------- --------- --------- --------- --------- --------- --------- Net income ........................... 1,485 1,490 2,039 1,902 2,025 1,824 1,625 ========= ========= ========= ========= ========= ========= ========= Per Share: (1) Net income ........................... $ 1.09 $ 1.08 $ 1.48 $ 1.38 $ 1.47 $ 1.33 $ 1.19 Cash dividends paid .................. .42 .376 .51 .46 .46 .45 .45 Average shares outstanding ........... 1,358,633 1,377,041 1,375,572 1,378,339 1,381,800 1,375,875 1,367,595 Average Balance Sheet: Loans ................................ $ 133,350 $ 120,883 $ 123,185 $ 116,490 $ 116,771 $ 112,341 $ 111,980 Investments .......................... 47,164 50,093 49,827 45,878 40,307 39,248 37,063 Other earning assets ................. 482 3,596 2,739 4,952 5,053 3,739 1,727 Total assets ......................... 191,531 185,509 186,597 177,643 171,159 164,512 157,957 Deposits ............................. 138,766 138,796 138,963 131,366 117,086 117,414 116,495 Other interest-bearing liabilities ... 28,591 22,219 22,874 22,660 20,198 14,860 11,766 Stockholders' equity ................. 22,925 23,177 22,874 22,264 20,690 19,512 18,067 Balance Sheet Data: Loans ................................ 134,701 124,484 134,423 118,558 119,045 115,590 111,831 Investments .......................... 46,068 50,188 49,104 48,151 43,862 37,407 40,384 Other earning assets ................. 7,276 215 217 6,105 582 6,856 385 Total assets ......................... 199,916 185,325 196,122 185,258 173,866 170,086 162,066 Deposits ............................. 139,074 137,158 138,606 137,679 127,719 131,400 128,985 Other interest-bearing liabilities ... 35,518 23,823 33,224 22,709 22,802 16,951 12,430 Stockholders' equity ................. 24,111 23,188 23,047 23,480 22,105 20,657 19,512 Ratios: (2) Return on average assets ............. 1.03% 1.07% 1.09% 1.07% 1.18% 1.11% 1.03% Return on average equity ............. 8.64% 8.57% 8.91% 8.54% 9.79% 9.35% 8.99% Dividend payout ratio ................ 38.33% 34.77% 33.59% 33.59% 31.65% 33.95% 34.35% Average equity to average assets ratio 11.97% 12.49% 11.75% 12.53% 12.71% 11.86% 11.44% (1) Per share data has been calculated on the weighted average number of shares outstanding. (2) The ratios for the nine month period ending September 30, 2000 are annualized. -12- 15 The following discussion and analysis of the financial condition and results of operations of the Corporation should be read in conjunction with the consolidated financial statements of the Corporation. The consolidated financial condition and results of operations of the Corporation are essentially those of the Bank. Therefore, the discussion and analysis that follows is directed primarily at the performance of the Bank. Overview Total assets increased 1.9% to $199.9 at September 30, 2000 from $196.1 at December 31, 1999. Net income decreased .3% through September 30, 2000 to $1,485,000 or $1.09 per share, compared to $1,490,000 or $1.08 per share for the same nine month period ended September 30, 1999. Loans increased in 2000 by .2% to $134.7 million at September 30, 2000 from $134.4 million at December 31, 1999. Results of Operations - For the Nine Months Ended September 30, 2000 and September 30, 1999. Net income is affected by five major components: net interest income or the difference between interest income earned on loans and investments and interest expense paid on deposits and borrowed funds; the provision for loan losses, which is the amount charged against net interest income and added to the allowance for loan losses to provide a reserve for potential future loan losses; other non-interest income, which is made up of certain fees, gains and losses from the sale of investment securities, trust department income and other items; and other non-interest expenses, which consist primarily of salaries and benefits, general overhead expenses, other operational expenses and income taxes. Each of these major components is reviewed in more detail in the following discussion. Net income for the nine months ended September 30, was $1,485,000 or $1.09 per share, as compared to $1,490,000 or $1.08 per share, for the comparable period in 1999. Interest income increased $636,000, interest expense increased $507,000, non-interest income increased $5,000, non-interest expense increased $100,000 and a $39,000 gain on sale of securities in 1999 with no security gain in 2000 were the contributing factors for the $5,000 decrease in net income comparing September 30, 1999 to September 30, 2000. Return on average assets and return on average equity were 1.03% and 8.64%, respectively, for the nine months ended September 30, 2000, as compared to 1.07% and 8.57%, respectively for the comparable period in 1999. Net Interest Income For the nine months ended September 30, 1999 and 2000, net interest income was $4.9 and $5.0 million respectively. The net interest margin was 3.94% for the nine months ended September 30, 2000 and September 30, 1999. Average interest earning assets at September 30, 2000 increased by 3.0% over September 30, 1999 to $181.0 million from $175.7 million. Average loans outstanding increased from $120.9 million to $133.4 million or 10.3% for the nine months ended September 30, 1999, as compared to the nine months ended September 30, 2000. The outstanding balance of loans at September 30, 2000 increased from $134.4 million at December 31, 1999 to $134.7 million at September 30, 2000. -13- 16 Shown below is a summary of past due and non-accrual loans: IN THOUSANDS OF DOLLARS ----------------------- SEPTEMBER DECEMBER 30, 2000 31, 1999 ------------ --------- Past due and non-accrual: Days 30 - 89......................................... $ 2,016 $ 665 Days 90 plus......................................... 272 173 Non-accrual.......................................... 418 199 -------- -------- $ 2,706 $ 1,037 ======== ======== Past due and non-accrual loans increased to $2.7 million at September 30, 2000 from $1.0 million at December 31, 1999. The major portion of increase is due to four commercial loans 30-45 days past due totalling $1.3 million. The balance of the increase is due to nonperforming secured residential mortgages. Any loans classified for regulatory purposes as loss, doubtful, substandard, or special mention that have not been disclosed under Industry Guide 3 do not (i) represent or result from trends or uncertainties which management reasonably expects will materially impact future operating results, liquidity, or capital resources, or (ii) represent material credits about which management is aware of any information which causes management to have serious doubts as to the ability of such borrowers to comply with the loan repayment terms. The Corporation adheres to principles provided by Financial Accounting Standards Board Statement No. 114, "Accounting by Creditors for Impairment of a Loan" - Refer to Note 2 above for other details. The following analysis provides a schedule of loan maturities/interest rate sensitivities. This schedule presents a repricing and maturity analysis as required by the FFIEC: IN THOUSANDS OF DOLLARS ---------- SEPTEMBER MATURITY AND REPRICING DATA FOR LOANS AND LEASES 30, 2000 ---------- Closed-end loans secured by first liens on 1-4 family residential properties with a remaining maturity or repricing frequency of: (1) Three months or less........................................... $ 2,341 (2) Over three months through 12 months............................ 11,498 (3) Over one year through three years.............................. 32,103 (4) Over three years through five years............................ 3,076 (5) Over five years through 15 years............................... 8,745 (6) Over 15 years.................................................. 2,121 All loans and leases other than closed-end loans secured by first liens on 1-4 family residential properties with a remaining maturity or repricing frequency of: (1) Three months or less........................................... 16,566 (2) Over three months through 12 months............................ 14,815 (3) Over one year through three years.............................. 15,148 (4) Over three years through five years............................ 9,355 (5) Over five years through 15 years............................... 14,348 (6) Over 15 years.................................................. 4,720 -------- Sub-total....................................................... $134,836 Add: non-accrual loans not included above............................. 418 Less: unearned income................................................. (553) -------- Total Loans and Leases.......................................... $134,701 ======== -14- 17 Interest income from investment securities reflects a .3% decrease comparing $2,069,000 for the nine months ended September 30, 2000, and the $2,075,000 for the comparable period of 1999. The average balance of investment securities for the nine months ended September 30, 2000 decreased 5.8% to $47.2 million, compared to the $50.1 million for the same period of 1999. Total interest expense increased $507,000 or 11.3% for the first nine months of 2000, as compared to the first nine months of 1999. Average short term borrowings increased from $19.9 million at September 30, 1999 to $20.5 million at September 30, 2000. This 3.0% increase reflects a decrease in depositor repurchase agreements from an average $19.4 million at September 30, 1999 to $15.6 million at September 30, 2000. Conversely, short term borrowings from Federal Home Loan Bank averaged $34,000 at September 30, 1999 and $4.4 million at September 30, 2000. Long term borrowings from Federal Home Loan Bank also increased from an average $2.3 million at September 30, 1999 to $8.1 million at September 30, 2000. The following table sets forth, for the periods indicated, information regarding: (1) the total dollar amount of interest income from interest-earning assets and the resultant average yields; (2) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average cost; (3) net interest income; (4) net interest margin; (5) tax equivalent net interest income; and (6) tax equivalent net interest margin. Information is based on average daily balances during the indicated periods. Average Balance Sheet and Rate Analysis (Dollars in Thousands) SEPTEMBER 2000 SEPTEMBER 1999 ---------------------------------- --------------------------------- INTEREST AVERAGE INTEREST AVERAGE AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/ BALANCE(1) EXPENSE(2) RATE BALANCE(1) EXPENSE(2) RATE ASSETS: Interest-bearing deposits with other financial institutions ........................................ $ 467 $ 23 6.57% $ 3,596 $ 129 4.78% Investment securities: U.S. government securities .......................... 31,507 1,461 6.18% 34,528 1,508 5.82% State and municipal obligations (3) ................. 14,516 544 7.57% 14,183 507 7.22% Other securities .................................... 1,141 64 7.48% 1,382 60 5.79% --------- --------- ---- --------- --------- ---- Total Investment Securities ........................... $ 47,164 $ 2,069 5.85% $ 50,093 $ 2,075 5.52% Federal funds sold .................................... 15 0 .00% 1,103 39 4.71% Consumer .............................................. 12,538 760 8.08% 10,316 640 8.27% Dealer floor plan ..................................... 5,429 353 8.67% 2,572 153 7.93% Mortgage .............................................. 103,452 6,038 7.78% 98,226 5,767 7.83% Commercial ............................................ 9,462 689 9.71% 7,492 500 8.90% Tax free (3) .......................................... 2,469 97 7.94% 2,277 90 7.98% --------- --------- ---- --------- --------- ---- Total loans ........................................... $ 133,350 $ 7,937 7.94% $ 120,883 $ 7,150 7.89% Total interest earning assets ......................... 180,996 10,029 7.39% 175,675 9,393 7.13% --------- --------- ---- --------- --------- ---- Reserve for loan losses ............................... $ (1,020) $ (986) Cash and due from banks ............................... 2,040 1,683 Other assets .......................................... 9,515 9,137 --------- --------- Total assets .......................................... $ 191,531 $ 185,509 ========= ========= -15- 18 SEPTEMBER 2000 SEPTEMBER 1999 ------------------------------------ ---------------------------------- INTEREST AVERAGE INTEREST AVERAGE AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/ BALANCE(1) EXPENSE(2) RATE BALANCE(1) EXPENSE(2) RATE ----------- ---------- ---------- ---------- ----------- ------- LIABILITIES AND CAPITAL: SUPER NOW deposits ................................... $ 21,654 $ 209 1.29% $ 21,867 $ 221 1.35% IRA's under $100,000 ................................. 8,209 323 5.25% 8,335 308 4.93% Money market deposits ................................ 9,579 196 2.73% 11,018 228 2.76% Savings deposits ..................................... 21,659 416 2.56% 21,901 418 2.54% Time deposits including IRA's over $100,000 .......... 16,427 747 6.06% 13,631 587 5.74% Other time deposits under $100,000 ................... 47,689 1,915 5.35% 48,879 1,945 5.31% -------- -------- ---- -------- -------- ---- Total interest-bearing deposits ...................... $125,217 $ 3,806 4.05% $125,631 $ 3,707 3.93% -------- -------- ---- -------- -------- ---- U.S. treasury short-term borrowings .................. 464 21 6.03% 447 15 4.47% Short-term borrowings - other ........................ 4,400 202 6.12% 34 2 7.84% Long-term borrowings ................................. 8,114 366 6.01% 2,315 97 5.59% Repurchase agreements ................................ 15,613 616 5.26% 19,423 683 4.69% -------- -------- ---- -------- -------- ---- Total interest-bearing liabilities ................... $153,808 $ 5,011 4.34% $147,850 $ 4,504 4.06% -------- -------- ---- -------- -------- ---- Demand deposits ...................................... $ 13,549 $ 13,165 Other liabilities .................................... 1,249 1,317 Stockholders' equity ................................. 22,925 23,177 -------- -------- Total liabilities and capital ........................ $191,531 $185,509 ======== ======== NET INTEREST INCOME/NET INTEREST MARGIN (4) .......... $ 5,018 3.70% $ 4,889 3.71% ======== ==== ======== ==== TAX EQUIVALENT NET INTEREST INCOME/ NET INTEREST MARGIN (5) ............................. $ 5,348 3.94% $ 5,196 3.94% ======== ==== ======== ==== (1) Average volume information was computed using daily averages. (2) Interest on loans includes fee income. (3) Yield on tax-exempt obligations has been computed on a tax-equivalent basis. (4) Net interest margin is computed by dividing net interest income by total interest earning assets. (5) Interest and yield are presented on a tax-equivalent basis using 34% for 2000 and 1999. Provision for Loan Losses The provision for loan losses is based on management's evaluation of the allowance for loan losses in relation to the credit risk inherent in the loan portfolio. In establishing the amount of the provision required, management considers a variety of factors, including but not limited to, general economic conditions, volumes of various types of loans, collateral adequacy and potential losses from significant borrowers. On a monthly basis, the Board of Directors and the Credit Administration Committee review information regarding specific loans and the total loan portfolio in general in order to determine the amount to be charged to the provision for loan losses. For the nine month period ending September 30, 2000 and 1999, the provision for loan losses was $47,000 and $59,000 respectively. -16- 19 Non-Interest Income The following table sets forth, for the periods indicated, the major components of non-interest income: NINE MONTHS ENDED SEPTEMBER 30, ------------- 2000 1999 ---- ---- (Dollars in Thousands) Service charges and fees ........................... $447 $454 Trust department income ............................ 121 129 Investment securities gain - net ................... 0 39 Invest income ...................................... 77 75 Other .............................................. 105 87 ---- ---- Total ......................................... $750 $784 ==== ==== For the nine months ended September 30, 2000, total non-interest income decreased $34,000 to $750,000 compared with $784,000 for the nine months ended September 30, 1999. Service charges and fees decreased $7,000 from $454,000 at September 30, 1999 to $447,000 at September 30, 2000. Trust Department income decreased 6.2% from $129,000 at September 30, 1999 to $121,000 at September 30, 2000. Invest income reflected a $2,000 increase comparing September 30, 1999 to September 30, 2000. Other non-interest income increased from $87,000 at September 30, 1999 to $105,000 at September 30, 2000. This $18,000 increase was generally accounted for by an increase in loan documentation preparation fees and penalties on CD's. Investment securities gain reflected $39,000 at September 30, 1999 compared to $0 at September 30, 2000. Non-Interest Expenses Generally, non-interest expense accounts for the cost of maintaining facilities, providing salaries and necessary benefits to employees, and general operating costs such as insurance, supplies, advertising, data processing services, taxes and other related expenses. Some of the costs and expenses are variable while others are fixed. To the extent possible, the Company utilizes budgets and related measures to control variable expenses. The following table sets forth, for the periods indicated, the major components of non-interest expenses: NINE MONTHS ENDED SEPTEMBER 30, ------------- 2000 1999 ---- ---- (Dollars in Thousands) Salaries and wages ............................... $1,513 $1,415 Employee benefits ................................ 486 471 Net occupancy expense ............................ 249 259 Furniture and equipment expense .................. 466 450 FDIC insurance ................................... 21 12 State shares tax ................................. 164 146 Other expense .................................... 864 868 ------ ------ Total ....................................... $3,763 $3,621 ====== ====== Non-interest expenses increased 5.6% from $3.6 million at September 30, 1999 to $3.8 million at September 30, 2000. -17- 20 Salaries increased 7.1% from $1.4 million at September 30, 1999 to $1.5 million at September 30, 2000. A 3.2% increase was reflected in employee benefits from $471,000 at September 30, 1999 to $486,000 at September 30, 2000. Normal merit increases and higher starting wages for new employees in the current employee market are responsible for the salary increases. Increased cost of employee benefits, specifically health coverage, accounts for the increase in employee benefits. Occupancy expense and furniture and equipment expense reflects a $6,000 increase for the first nine months of 1999 compared to the first nine months of 2000. Fluctuation occurred in the following expense categories: fire insurance changes reflect a $5,000 savings, maintenance and repair on buildings is $5,000 less than September 30, 1999, and service on equipment rose 16.8% from $113,000 at September 30, 1999 to $132,000 at September 30, 2000, mainly due to new services, such as telephone and internet banking increasing our maintenance fees. FDIC insurance increased 75% for 2000 from $12,000 at September 30, 1999 to $21,000 at September 30, 2000. Shares tax also increased 12.3% from $450,000 at September 30, 1999 to $466,000 at September 30, 2000. Other expenses remained stable at $868,000 at September 30, 1999 and $864,000 at September 30, 2000. Capital A major strength of a financial institution is a strong capital position. This capital is very critical as it must provide growth, payment to stockholders, and absorption of unforeseen losses. The federal regulators provide standards that must be met. These standards measure "risk-adjusted" assets against different categories of capital. The "risk-adjusted" assets reflect off balance sheet items, such as commitments to make loans, and also place balance sheet assets on a "risk" basis for collectibility. The adjusted assets are measured against Tier I Capital and Total Qualifying Capital. Tier I Capital is common stockholders' equity and Tier II Capital includes the allowance for loan losses. Allowance for loan losses must be lower than or equal to common stockholders' equity to be eligible for Total Qualifying Capital. The Company exceeds all minimum capital requirements as reflected in the following table: SEPTEMBER 30, 2000 DECEMBER 31, 1999 ------------------ ----------------- MINIMUM MINIMUM CALCULATED STANDARD CALCULATED STANDARD RATIOS RATIOS RATIOS RATIOS ------ ------ ------ ------ Risk Based Ratios: Tier I Capital to risk-weighted assets.. 19.76% 4.00% 17.94% 4.00% Total Qualifying Capital to risk-weighted assets.................. 20.56% 8.00% 18.68% 8.00% Additionally, certain other ratios also provide capital analysis as follows: SEPTEMBER DECEMBER 30, 2000 31, 1999 --------- -------- Tier I Capital to average assets........................... 12.89% 12.94% Management believes that the Bank's current capital position and liquidity positions are strong and that its capital position is adequate to support its operations. -18- 21 PART II - OTHER INFORMATION: Item 1. Legal Proceedings Management and the Corporation's legal counsel are not aware of any litigation that would have a material adverse effect on the consolidated financial position of the Corporation. There are no proceedings pending other than the ordinary routine litigation incident to the business of the Corporation and its subsidiary, Columbia County Farmers National Bank. In addition, no material proceedings are pending or are known to be threatened or contemplated against the Corporation and the Bank by government authorities. Item 2. Changes in Securities - Nothing to report. Item 3. Defaults Upon Senior Securities - Nothing to report. Item 4. Submission of Matters to a Vote of Security Holders - Nothing to report. Item 5. Other Information - Nothing to report. Item 6. Exhibits and Reports on Form 8-K - Nothing to report. -19- 22 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CCFNB BANCORP, INC. (Registrant) By /s/ Paul E. Reichart Paul E. Reichart President & CEO Date: By /s/ Virginia D. Kocher Virginia D. Kocher Treasurer Date: November 9, 2000 -20-