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, 1998 [ ] 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: (717) 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. 1,375,794 shares of $1.25 (par) common stock were outstanding as of October 29, 1998. 2 CCFNB BANCORP, INC. AND SUBSIDIARY SEPTEMBER 30, 1998 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 - 6 - Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations 7 - 15 PART II - OTHER INFORMATION 16 ----------------- SIGNATURES 17 3 CCFNB BANCORP, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) UNAUDITED SEPTEMBER DECEMBER 30, 1998 31, 1997 -------- -------- ASSETS Cash and due from banks......................................... $ 3,736 $ 4,735 Interest-bearing deposits with other banks...................... 1,439 582 Federal funds sold.............................................. 1,000 0 Investment securities: Securities to be held to maturity, estimated fair value of $569 and $726............................................... 565 720 Securities available for sale carried at estimated fair value. 48,209 43,142 Loans, net of unearned income................................... 116,779 119,045 Allowance for loan losses....................................... 939 901 -------- -------- Net loans..................................................... $115,840 $118,144 Premises and equipment.......................................... 5,758 5,146 Other real estate owned......................................... 24 0 Accrued interest receivable..................................... 925 938 Other assets.................................................... 596 459 -------- -------- TOTAL ASSETS............................................... $178,092 $173,866 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits: Non-interest bearing.......................................... $ 11,983 $ 12,138 Interest bearing.............................................. 120,523 115,581 -------- -------- Total Deposits............................................. $132,506 $127,719 Short-term borrowings........................................... 18,948 22,362 Long-term borrowings............................................ 2,292 440 Accrued interest and other expenses............................. 1,140 1,141 Other liabilities............................................... 213 99 -------- -------- TOTAL LIABILITIES.......................................... $155,099 $151,761 -------- -------- STOCKHOLDERS' EQUITY Common stock, par value $1.25 per share; Authorized 5,000,000 shares; issued 1,382,433 shares............................... $ 1,728 $ 1,728 Surplus......................................................... 5,857 5,854 Retained earnings............................................... 15,298 14,407 Accumulated other comprehensive income.......................... 328 142 Less treasury stock, at cost, 6,793 shares in 1998 and 1,183 shares in 1997.......................................... (218) (26) -------- -------- TOTAL STOCKHOLDERS' EQUITY................................. $ 22,993 $ 22,105 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY................. $178,092 $173,866 ======== ======== The accompanying notes are an integral part of these 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, ------------- ------------- 1998 1997 1998 1997 ---- ---- ---- ---- INTEREST INCOME Interest and fees on loans: Taxable....................................... $ 7,130 $ 7,231 $ 2,362 $ 2,457 Tax exempt.................................... 86 112 29 40 Interest and dividends on investment securities: Taxable interest.............................. 1,445 1,327 491 483 Tax exempt interest........................... 443 377 158 127 Dividends..................................... 55 45 19 15 Interest on federal funds sold.................. 20 102 16 28 Interest on deposits in other banks............. 154 124 49 34 ------- ------- ------- ------- TOTAL INTEREST INCOME...................... $ 9,333 $ 9,318 $ 3,124 $ 3,184 ------- ------- ------- ------- INTEREST EXPENSE Interest on deposits............................ $ 3,654 $ 3,675 $ 1,233 $ 1,231 Interest on short-term borrowings............... 804 747 263 284 Interest on long-term borrowings................ 72 12 32 3 ------- ------- ------- ------- TOTAL INTEREST EXPENSE..................... $ 4,530 $ 4,434 $ 1,528 $ 1,518 ------- ------- ------- ------- Net interest income............................. $ 4,803 $ 4,884 $ 1,596 $ 1,666 Provision for loan losses....................... 59 45 20 15 ------- ------- ------- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES................................. $ 4,744 $ 4,839 $ 1,576 $ 1,651 ------- ------- ------- ------- NON-INTEREST INCOME Service charges and fees........................ $ 447 $ 418 $ 165 $ 148 Trust department income......................... 90 67 27 23 Securities gain (losses) - net.................. 21 0 21 0 Other income.................................... 182 57 62 24 ------- ------- ------- ------- TOTAL NON-INTEREST INCOME.................. $ 740 $ 542 $ 275 $ 195 ------- ------- ------- ------- NON-INTEREST EXPENSES Salaries and wages.............................. $ 1,421 $ 1,289 $ 468 $ 438 Pensions and other employee benefits............ 464 448 149 147 Occupancy expense, net.......................... 251 286 76 102 Furniture and equipment expense................. 417 312 147 103 Other operating expenses........................ 1,111 1,004 361 333 ------- ------- ------- ------- TOTAL NON-INTEREST EXPENSES................ $ 3,664 $ 3,339 $ 1,201 $ 1,123 ------- ------- ------- ------- Income before income taxes...................... $ 1,820 $ 2,042 $ 650 $ 723 Income tax expense.............................. 449 548 160 198 ------- ------- ------- ------- NET INCOME.................................. $ 1,371 $ 1,494 $ 490 $ 525 ======= ======= ======= ======= NET INCOME PER SHARE............................ $ .99 $ 1.08 $ .36 $ .38 The accompanying notes are an integral part of these 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, -------------------- 1998 1997 ---- ---- OPERATING ACTIVITIES Net income............................................................. $ 1,371 $ 1,494 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses........................................... 59 45 Provision for depreciation and amortization......................... 389 275 Premium amortization on investment securities....................... 64 11 Discount accretion on investment securities......................... (25) (18) (Gain) loss on sale of investment securities........................ (21) 0 Deferred income taxes (benefit)..................................... (4) 4 (Gain) loss on sale of premises and equipment....................... 0 3 Loss on impairment of bank premises................................. 0 15 (Increase) decrease in accrued interest receivable and other assets. (124) (187) Increase (decrease) in accrued interest and other expenses and other liabilities............................................. 25 (1) -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES......................... $ 1,734 $ 1,641 -------- -------- INVESTING ACTIVITIES Proceeds from sales, maturities and redemptions of investment securities available for sale........................................ $ 21,304 $ 9,984 Proceeds from maturities and redemptions of held to maturity investment securities................................................ 155 250 Purchase of investment securities available for sale................... (26,111) (17,459) Net (increase) decrease in loans....................................... 2,221 (1,252) Purchases of premises and equipment.................................... (1,001) (120) Proceeds from sale of premises and equipment........................... 0 12 -------- -------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES............... $ (3,432) $ (8,585) -------- -------- FINANCING ACTIVITIES Net increase (decrease) in deposits.................................... $ 4,787 $ (3,493) Net increase (decrease) in short-term borrowings....................... (3,414) 7,287 Net increase (decrease) in long-term borrowings........................ 1,852 (64) Proceeds from issuance of common stock................................. 101 106 Acquisition of treasury stock.......................................... (300) (92) Proceeds from sale of treasury stock................................... 10 (3) Cash dividends paid.................................................... (480) (481) -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES............... $ 2,556 $ 3,260 -------- -------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.................. $ 858 $ (3,684) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD....................... 5,317 11,359 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD....................... $ 6,175 $ 7,675 ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for: Interest............................................................. $ 4,517 $ 4,440 Income taxes......................................................... $ 441 $ 588 The accompanying notes are an integral part of these consolidated financial statements. -3- 6 CCFNB BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1998 UNAUDITED BASIS OF PRESENTATION NOTE 1 - The accounting and reporting policies of CCFNB Bancorp and its subsidiary conform to generally accepted accounting principles and to general practices within the banking industry. These consolidated interim financial statements include the accounts of CCFNB Bancorp, Inc. and its wholly owned subsidiary, Columbia County Farmers National Bank. All significant inter-company balances have been eliminated. NOTE 2 - The accompanying consolidated interim financial statements are unaudited. In management's opinion, the consolidated interim financial statements reflect a fair presentation of the consolidated financial position of CCFNB Bancorp, Inc. and Subsidiary, 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. NOTE 3 - The results of operations for the nine month period ended September 30, 1998 are not necessarily indicative of the results to be expected for the full year. NOTE 4 - Net income per share of common stock for the interim periods is based on the weighted average number of shares for each period; 1998 - 1,379,506 shares and 1997 - 1,382,094 shares. NOTE 5 - LOANS Loans are stated at their outstanding principal balances, net of any 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. -4- 7 NON-ACCRUAL LOANS - Generally, a loan (including a loan impaired under Statement of Financial Accounting Standards No. 114) is classified as non-accrual, and the accrual of interest on such a loan is 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. Potential problem loans are identified by management as a part of its loan review process. Income recognition is in accordance with Statement of Financial Accounting Standards No. 118. Certain non-accrual loans may continue to perform, that is, payments are still being received. Generally, the payments are applied to principal. These 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. The Corporation adheres to principles provided by Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan", as amended by Statement of Financial Accounting Standards No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosure." Under these standards, the allowance for loan losses related to loans that are identified for evaluation in accordance with Statement No. 114 is based on discounted cash flows using the loan's initial effective interest rate or the fair value of the collateral for certain collateral dependent loans. Statement No. 118 allows the continued use of existing methods for income recognition on impaired loans and amends disclosure requirements to require information about the recorded investment in certain impaired loans and related income recognition on those loans. The allowance for loan losses is maintained at a level 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. -5- 8 The following table presents the changes in the allowance for credit losses: IN THOUSANDS ------------ Balance at January 1, 1998............................ $ 901 Provisions charged to operations...................... 59 Loans charged off..................................... (64) Recoveries............................................ 43 -------- Balance at September 30, 1998......................... $ 939 ======== At September 30, 1998 no loans were considered impaired as defined by Statement No. 114. Accordingly, no additional charge to operations was required since the total allowance for loan losses was estimated by management to be adequate to provide for the loan loss allowance under Statement No. 114 as well as any other potential loan losses. NOTE 6 - As of January 1, 1998 the Corporation adopted Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income". SFAS No. 130 establishes standards for reporting and display of total nonowner changes in stockholders' equity. For the Corporation, total nonowner changes in stockholders' equity includes net income and unrealized gains and losses on the Corporation's available-for-sale securities. SFAS No. 130 did not have any effect on the Corporation's consolidated financial condition or operations. The following represents changes in stockholders' equity for the current year: ACCUMULATED OTHER COMMON COMMON COMPREHENSIVE RETAINED COMPREHENSIVE TREASURY SHARES STOCK SURPLUS INCOME EARNINGS INCOME STOCK TOTAL ------ ----- ------- ------ -------- ------ ----- ----- Balance at January 1, 1998......... 1,382,433 $ 1,728 $ 5,854 $ 0 $14,407 $ 142 $ (26) $22,105 Comprehensive Income: Net income........................ 0 0 0 1,371 1,371 0 0 1,371 Other comprehensive income, net of tax: Change in unrealized gain (loss) on investment securities available for sale............. 0 0 0 186 0 186 0 186 ------- TOTAL COMPREHENSIVE INCOME $ 1,557 Issuance of 3,496 shares of common ======= stock under dividend reinvestment and stock purchase plans......... 3,496 4 98 0 0 0 102 Purchase of 9,539 shares of treasury stock................... 0 0 0 0 0 (300) (300) Sale of 453 shares of treasury stock............................ 0 0 0 0 0 9 9 Retirement of 3,046 shares of treasury stock................... (3,496) (4) (95) 0 0 99 0 Cash dividends $.348 per share..... 0 0 0 (480) 0 0 (480) - --------- ------- ------- ------- ------- ------ ------- Balance at September 30, 1998...... 1,382,433 $ 1,728 $ 5,857 $15,298 $ 328 $ (218) $22,993 ========= ======= ======= ======= ======= ====== ======= NOTE 7 - The consolidated interim financial statements have been prepared in accordance with requirements of Form 10-Q and therefore do not include all the disclosures normally required by generally accepted accounting principles, or those normally made in the Corporation's annual 10-K filing. The reader of these consolidated interim financial statements may wish to refer to the Corporation's annual report on Form 10-K for the period ended December 31, 1997, filed with the Securities and Exchange Commission. -6- 9 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,---------- -------------------------------------- 1998 1997 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- ---- ---- Income and Expense: Interest income....................... $ 9,333 $ 9,318 $ 12,498 $ 11,844 $ 11,466 $ 10,459 $ 9,914 Interest expense...................... 4,530 4,434 5,976 5,588 5,557 4,785 4,634 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net interest income................... 4,803 4,884 6,522 6,256 5,909 5,674 5,280 Loan loss provision................... 59 45 60 80 42 160 105 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net interest income after loan loss provision........................... 4,744 4,839 6,462 6,176 5,867 5,514 5,175 Non-interest income................... 740 542 804 762 693 569 568 Non-interest expense.................. 3,664 3,339 4,492 4,450 4,374 3,958 3,763 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Income before income taxes............ 1,820 2,042 2,774 2,488 2,186 2,125 1,980 Income taxes.......................... 449 548 749 664 561 560 497 Change in accounting principle........ 0 0 0 0 0 0 196 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net income............................ 1,371 1,494 2,025 1,824 1,625 1,565 1,679 ========== ========== ========== ========== ========== ========== ========== Per Share: (1) Net income after change in accounting principle (2)....................... $ .99 $ 1.08 $ 1.47 $ 1.33 $ 1.19 $ 1.35 $ 1.51 Cash dividends paid................... .348 .348 .46 .45 .45 .42 .40 Average shares outstanding............ 1,379,506 1,382,201 1,381,800 1,375,875 1,367,595 1,163,199 1,109,837 Average Balance Sheet: Loans................................. $ 116,402 $ 116,458 $ 116,771 $ 112,341 $ 111,980 $ 100,628 $ 88,347 Investments........................... 45,676 39,211 40,307 39,248 37,063 41,410 42,083 Other earning assets.................. 3,736 5,585 5,053 3,739 1,727 2,696 3,659 Total assets.......................... 176,609 170,109 171,159 164,512 157,957 151,752 143,096 Deposits.............................. 130,143 129,172 117,086 117,414 116,495 115,071 117,105 Other interest-bearing liabilities.... 22,890 19,280 20,198 14,860 11,766 11,014 12,332 Shareholders' equity.................. 22,272 20,478 20,690 19,512 18,067 13,736 12,739 Balance Sheet Data: Loans................................. 116,779 116,810 119,045 115,590 111,831 109,800 96,423 Investments........................... 48,774 44,738 43,862 37,407 40,384 39,323 44,542 Other earning assets.................. 2,439 3,207 582 6,856 385 4,174 3,491 Total assets.......................... 178,092 174,924 173,866 170,086 162,066 157,124 152,386 Deposits.............................. 132,506 127,907 127,719 131,400 128,985 126,864 124,023 Other interest-bearing liabilities.... 21,240 24,174 22,802 16,951 12,430 11,910 14,317 Shareholders' equity.................. 22,993 21,746 22,105 20,657 19,512 17,650 13,452 Ratios: (3) Return on average assets.............. 1.03% 1.17% 1.18% 1.11% 1.03% 1.03% 1.17% Return on average equity.............. 8.21% 9.73% 9.79% 9.35% 8.99% 11.39% 13.18% Dividend payout ratio................. 35.01% 32.06% 31.65% 33.95% 34.35% 36.54% 26.44% Average equity to average assets ratio 12.61% 12.04% 12.71% 11.86% 11.44% 9.05% 8.90% (1) Per share data has been calculated on the weighted average number of shares outstanding. (2) Before cumulative effect of change in accounting principle. (3) The ratios for the nine month period ending September 30 are annualized. -7- 10 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 2.4% to $178.1 million at September 30, 1998, from $173.9 million at December 31, 1997. Net income decreased 6.7% through September 30, 1998 to $1.4 million, or $.99 per share, compared to $1.5 million, or $1.08 per share for the same nine month period ended September 30, 1997. Loans decreased in 1998 by 1.8% to $116.8 million at September 30, 1998 from $119 million at December 31, 1997. Results of Operations - For the Nine Months Ended September 30, 1998 and September 30, 1997. 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, 1998 was $1.4 million, or $.99 per share, as compared to $1.5 million, or $1.08 per share, for the comparable period in 1997. Total interest income remained substantially unchanged at $9,333,000 through September 30, 1998 compared to $9,318,000 through September 30, 1997. However, interest expense increased from $4,434,000 at September 30, 1997 to $4,530,000 at September 30, 1998. The increase in interest expense was attributable to a 7.6% increase on interest paid on short-term borrowings and the addition in 1998 of long-term borrowings reflecting an increase in this category of $60,000. Non-interest income increased by 36.5% during the first nine months of 1998 compared to the first nine months of 1997. This increase was offset by a 12.1% increase in non-interest expense from $3.3 million at September 30, 1997 to $3.7 million at September 30, 1998. Specifics regarding the overall decrease in income will be explained in the following discussion. Return on average assets and return on average equity were 1.03% and 8.21%, respectively, for the nine months ended September 30, 1998, as compared to 1.17% and 9.73%, respectively, for the comparable period in 1997. Net Interest Income For the nine months ended September 30, net interest income was $4.8 million for 1998 and $4.9 million for 1997. The net interest margin reflected a decrease to 4.09% for the nine months ended September 30, 1998 from 4.23% for the comparable period in 1997. Average interest earning assets at September 30, 1998 increased by 3.1% over 1997. -8- 11 Average loans outstanding decreased slightly from $116.46 million to $116.40 million or .05%, for the nine months ended September 30, 1998, as compared to the nine months ended September 30, 1997. The outstanding balance of loans at September 30, 1998, decreased from $119 million at December 31, 1997 to $116.8 million at September 30, 1998. A 1.7% decrease in income on loans from $7,343 million at September 30, 1997 to $7,216 million at September 30, 1998 occurred. Shown below is a summary of past due and non-accrual loans: IN THOUSANDS OF DOLLARS ----------------------- SEPTEMBER DECEMBER Past due and non-accrual: 30, 1998 31, 1997 -------- -------- Days 30 - 89......................................... $ 1,360 $ 1,331 Days 90 plus......................................... 534 628 Non-accrual.......................................... 429 69 -------- -------- $ 2,323 $ 2,028 ======== ======== Past due and non-accrual loans increased 15% from $2.0 million at December 31, 1997 to $2.3 million at September 30, 1998. The increase in non-accrual loans is represented principally by 2 commercial properties which are expected to be sold with 12 months with no significant principal loss expected to the Bank. 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 5 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, 1998 -------- 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........................................... $ 2,372 (2) Over three months through 12 months............................ 16,146 (3) Over one year through three years.............................. 24,456 (4) Over three years through five years............................ 2,642 (5) Over five years through 15 years............................... 9,896 (6) Over 15 years.................................................. 2,674 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........................................... 16,747 (2) Over three months through 12 months............................ 12,815 (3) Over one year through three years.............................. 12,277 (4) Over three years through five years............................ 6,426 (5) Over five years through 15 years............................... 8,245 (6) Over 15 years.................................................. 2,115 -------- Sub-total....................................................... $116,811 Add: non-accrual loans not included above............................. 429 Less: unearned income................................................. 461 -------- Total Loans and Leases.......................................... $116,779 ======== -9- 12 Interest income from investment securities reflects a 11.8% increase comparing $1.9 million for the nine months ended September 30, 1998, and the $1.7 million for the comparable period of 1997. The average balance of investment securities for the nine months ended September 30, 1998 increased 16.6% to $45.7 million, compared to the $39.2 million for the same period of 1997. Total interest expense increased $96,000 or 2.2% for the first nine months of 1998, as compared to the first nine months of 1997. This increase in interest expense reflects an increase in interest cost for repurchase agreements resulting from the 10.8% increase in the average balance of repurchase agreements when comparing September 30, 1997 to September 30, 1998. 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 1998------- --------SEPTEMBER 1997------- -------------- -------------- 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.................................... $ 3,736 $ 154 5.50% $ 3,087 $ 124 5.36% Investment securities: U.S. government securities...................... 31,043 1,384 5.94% 27,276 1,256 6.14% State and municipal obligations (3)............. 12,921 483 7.55% 9,498 377 8.02% Other securities................................ 1,712 76 5.92% 2,437 116 6.35% -------- -------- ----- -------- -------- ----- Total Investment Securities....................... $ 45,676 $ 1,943 5.67% $ 39,211 $ 1,749 5.95% Federal funds sold................................ 495 20 5.39% 2,498 102 5.44% Consumer.......................................... 9,109 616 9.02% 8,655 596 9.18% Dealer floor plan................................. 2,014 132 8.74% 1,498 96 8.54% Mortgage.......................................... 97,548 5,955 8.14% 97,429 6,060 8.29% Commercial........................................ 5,812 427 9.80% 6,355 477 10.01% Tax free (3)...................................... 1,919 86 9.05% 2,521 112 8.97% -------- -------- ----- -------- -------- ----- Total loans....................................... $116,402 $ 7,216 8.27% $116,458 $ 7,341 8.40% Total interest earning assets..................... 166,309 9,333 7.48% 161,254 9,316 7.70% -------- -------- ----- -------- -------- ----- Reserve for loan losses........................... $ (925) $ (913) Cash and due from banks........................... 1,931 1,291 Other assets...................................... 9,294 8,477 -------- -------- Total assets...................................... $176,609 $170,109 ======== ======== -10- 13 ---------SEPTEMBER 1998------- ---------SEPTEMBER 1997------- -------------- -------------- 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................................ $ 20,067 $ 265 1.76% $ 19,541 $ 309 2.11% IRA............................................... 7,975 307 5.13% 8,148 304 4.97% Money market deposits............................. 11,870 258 2.90% 12,244 281 3.06% Savings deposits.................................. 20,751 404 2.60% 21,716 434 2.66% Time deposits over $100,000....................... 10,871 486 5.96% 11,485 506 5.87% Other time deposits............................... 46,825 1,934 5.51% 44,136 1,853 5.60% -------- -------- ----- -------- -------- ----- Total interest bearing deposits................... $118,359 $ 3,654 4.12% $117,270 $ 3,687 4.19% -------- -------- ----- -------- -------- ----- FHLB.............................................. 7 0 0.00% 0 0 0.00% Other borrowed funds.............................. 504 21 5.56% 563 22 5.21% Long-term borrowings.............................. 1,926 72 4.98% 264 12 6.06% Repurchase agreements............................. 20,453 783 5.10% 18,453 726 5.25% -------- -------- ----- -------- -------- ----- Total interest bearing liabilities................ $141,249 $ 4,530 4.28% $136,550 $ 4,447 4.34% -------- -------- ----- -------- -------- ----- Demand deposits................................... $ 11,784 $ 11,902 Other liabilities................................. 1,304 1,179 Stockholders' equity.............................. 22,272 20,478 -------- -------- Total liabilities and capital..................... $176,609 $170,109 ======== ======== NET INTEREST INCOME/NET INTEREST MARGIN (4)...... $ 4,803 3.85% $ 4,869 4.03% ======== ===== ======== ===== TAX EQUIVALENT NET INTEREST INCOME/ NET INTEREST MARGIN (5).......................... $ 5,096 4.09% $ 5,121 4.23% ======== ===== ======== ===== (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 1998 and 1997. 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, 1998, the provision for loan losses was $59,000, compared to the $45,000 for the corresponding period in 1997. -11- 14 Non-Interest Income The following table sets forth, for the periods indicated, the major components of non-interest income: NINE MONTHS ENDED SEPTEMBER 30, ------------- 1998 1997 ---- ---- (Dollars in Thousands) Service charges and fees.................................. $ 447 $ 418 Trust department income................................... 90 67 Investment securities gain (loss) - net................... 21 0 Other..................................................... 182 57 -------- -------- Total................................................ $ 740 $ 542 ======== ======== For the nine months ended September 30, 1998, total non-interest income increased $198,000, to $740,000 compared with $542,000 for the nine months ended September 30, 1997. The increase is generally the result of increases in all areas. Specifically, the more significant increases were attributable to a surcharge fee on non-Bank customers using the Bank's ATM's which resulted in a $37,500 increase to non-interest income. Specific increases are as follows, new fees for customers wishing to have cancelled checks returned was introduced reflecting a fee increase of $13,000, introduction of a Visa debit card reflects additional income of $13,350 at September 30, 1998, and gain on sale of credit cards during the third quarter of 1998 reflects non-interest income of $15,000. In addition, gross commissions earned on a result of brokerage and investment services, which commenced in 1997, totalled $76,450 at September 30, 1998 and $0 at September 30, 1997. The net income derived after recognition of payroll and other related expense for this new operation was $16,700 for the first nine months of 1998 and $0 for the same period in 1997. 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, ------------- 1998 1997 ---- ---- (Dollars in Thousands) Salaries and wages....................................... $ 1,421 $ 1,289 Employee benefits........................................ 464 448 Net occupancy expense.................................... 251 286 Furniture and equipment expense.......................... 417 312 FDIC insurance........................................... 12 12 State shares tax......................................... 128 112 Other expense............................................ 971 880 -------- -------- Total............................................... $ 3,664 $ 3,339 ======== ======== -12- 15 Salary and employee benefits expense increased 8.5% due primarily to employee annual increases and promotions within the Bank as well as increased costs of employee benefit plans. Additionally, a commission relationship with brokerage and investment service reflected costs of $37,300 for the first nine months of 1998 compared to $0 for 1997. Similarly, furniture and equipment expense increased 33.7% over 1997 for service on equipment and depreciation on newly acquired data processing equipment. This equipment acquisition is a result of a conversion which began in the first quarter of 1998. CCFNB data processing is now being done in-house rather than having a third party processor. The data processing transition will also satisfy Year 2000 compliance issues that are necessary. Improved flexibility and efficiency are positive by-products of this conversion. Other expenses including F.D.I.C. Insurance and State Shares Tax increased 10.7% from $1,004,000 at September 30, 1997 to $1,111,000 at September 30, 1998 mainly due to costs associated with the data processing conversion. Shown below is a comparison of data processing costs included in other expenses for September 30, 1997 to September 30, 1998: AMOUNT OF SEPTEMBER SEPTEMBER INCREASE/ 30, 1998 30, 1997 DECREASE -------- -------- -------- Off premise posting......................... $ 66 $123 $(57) Supplies.................................... $111 $ 84 27 Third party provider buyout/Y2K compliance.. $ 68 $ 0 68 Postage..................................... $ 62 $ 69 (7) Legal and professional...................... $ 84 $ 81 3 Debit and ATM card expense.................. $ 71 $ 56 15 ---- $ 49 ==== The data processing associated expenses includes off premise posting which has begun to decrease; supplies; third party provider buyout and legal and professional, which consists of back-up professional services in the event of computer failure. Although the data processing conversion will effect the profit for 1998 it is anticipated that the savings of not having a third party provider will offset most of these increased expenses going forward. Postage decrease is attributable to checks no longer being returned to customers beginning in February 1998. 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 shareholders, 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. -13- 16 The Company exceeds all minimum capital requirements as reflected in the following table: SEPTEMBER 30, 1998 DECEMBER 31, 1997 ------------------ ----------------- MINIMUM MINIMUM CALCULATED STANDARD CALCULATED STANDARD RATIOS RATIOS RATIOS RATIOS ------ ------ ------ ------ Risk Based Ratios: Tier I Capital to risk-weighted assets.. 21.07% 4.00% 20.98% 4.00% Total Qualifying Capital to risk-weighted assets.................. 21.93% 8.00% 21.84% 8.00% Additionally, certain other ratios also provide capital analysis as follows: SEPTEMBER DECEMBER 30, 1998 31, 1997 -------- -------- Tier I Capital to total assets.............................. 12.85% 12.63% Tier II Capital to total assets............................. 13.38% 13.15% 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. Year 2000 The Year 2000 Issue is the result of computer programs being written using two digits rather than four to define the applicable year. Any of the Bank's computer programs that have date-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in a system failure or miscalculations causing disruptions of operations, including, among other things, a temporary inability to process transactions, send invoices, calculate correct accruals, or engage in similar normal business activities. An assessment of the Bank's software and hardware has revealed those portions which will be required to be modified or replaced in order to properly utilize dates beyond December 31, 1999. The Bank presently believes that with modifications to existing software and conversions to new software, the Year 2000 Issue can be mitigated. However, if such modifications and conversions are not made, or are not completed timely, the Year 2000 Issue could have a material impact on the operations of the Bank. Another consideration for the imminent year 2000 readiness are embedded microchip problems. These microchips could be in such items as water pumps, sewage pumps, elevators, heat pumps, etc. A survey of all equipment containing possible microchips has been conducted at all CCFNB locations. Plumbing and heating vendors have been contacted as well as the telephone service providers. "White papers" indicating Y2K readiness are being obtained from all providers. To date one instance has been identified that requires that one telephone system must be changed during 1999. Another consideration is the fact that there can be no guarantee that the systems of other companies on which the Bank's systems rely will be timely converted, or that a failure to convert by another company, or a conversion that is incompatible with the Bank's systems, would not have a material adverse effect on the Bank. Bancorp management is engaging in due diligence to assure that these possibilities will not occur. The Bank has determined it has no exposure to contingencies related to the Year 2000 Issue for its products offered to its customers. -14- 17 The Bank will utilize both internal and external resources to reprogram, or replace, and test the software for Year 2000 modifications. The Bank plans to complete the Year 2000 project no later than December 31, 1998. The Bank has already spent approximately $205,000 and anticipates it will spend an additional $45,000 to complete the Year 2000 project. This estimated expenditure of $250,000 is over a three year period and includes equipment, Y2K software upgrades, technical support and staff time. These costs are considered manageable by the Bank and are being funded through operating cash flows. The costs will not have a material effect on the results of operations in 1998 or beyond. The time-lines and costs are based on management's best estimates, which were derived utilizing numerous assumptions of future events, including the continued availability of certain resources, third party modification plans and other factors. However, there can be no guarantee that these estimates will be achieved and actual results could differ materially from those plans. Specific factors that might cause such material differences include, but are not limited to, the availability and cost of personnel trained in this area, the ability to locate and correct all relevant computer codes and similar uncertainties. The Corporation and the Bank are aggressively addressing the Year 2000 Issue. This issue is far-reaching in that it encompasses computer systems, microchips, anything with time elements, and forces the Bank to ask each vendor, customer, and third party provider if they are also ready for the millennium, which is fast approaching. A Senior Vice President has been given the responsibility for Y2K compliance. A committee has been selected consisting of Board Members and Officers who have been meeting for several months addressing this issue. Letters have been sent to vendors requesting, in writing, their effort to be in compliance with Y2K. A select group of commercial customers have been sent letters explaining the Y2K issues and asking them to be certain to address this very important issue. The Bank has also offered to help with any questions. Notices have been placed in each Bank lobby alerting the public to this issue. Also, verbiage has been placed on each deposit statement concerning the Y2K issue. A time-line has been created for this project. All letters were mailed by March 15, 1998 and compliance letters were received by June 30, 1998. December 31, 1998 is the deadline for compliance on all levels. Testing will continue until the Bank is assured all critical systems are confirmed to be Y2K compliant. Vendors and systems have been placed in priority order as to importance. The third party vendors that are most crucial have communicated with us stating they are Y2K compliant and testing on their systems is continuing. Our insurance carrier has been contacted and we are working closely with it to prudently assess the Bank's needs and take the appropriate steps to protect the Bank. Contingency plans have been discussed and will be written on any systems that do not comply or are questionable as to their compliance. The Bank will be diligent in its quest for assurance of compliance and will change vendors, if necessary, to ensure a smooth change to the millennium and continuity of banking operations and profit growth. National bank examiners are reviewing all banks quarterly for their compliance with these issues and the Corporation and the Bank welcome these reviews and any assistance they will provide. -15- 18 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. -16- 19 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: November 6, 1998 By /s/ VIRGINIA D. KOCHER ------------------------------- Virginia D. Kocher Treasurer Date: November 6, 1998 -17-