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 June 30, 1999 [ ] 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. 1,378,611 shares of $1.25 (par) common stock were outstanding as of June 30, 1999. 2 CCFNB BANCORP, INC. AND SUBSIDIARY JUNE 30, 1999 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 JUNE DECEMBER 30, 1999 31, 1998 -------- -------- ASSETS Cash and due from banks ................................. $ 5,056 $ 5,105 Interest-bearing deposits with other banks .............. 313 6,381 Federal funds sold ...................................... 1,400 1,000 Investment securities: Securities Available-for-Sale ......................... 51,230 47,586 Securities to be Held-to-Maturity (estimated fair value 1999, $201; 1998, $569) .................. 200 565 Loans, net of unearned income ........................... 121,184 118,558 Allowance for loan losses ............................... 999 954 -------- -------- Net loans ............................................. $120,185 $117,604 Premises and equipment .................................. 5,459 5,650 Other real estate owned ................................. 0 24 Accrued interest receivable ............................. 951 832 Other assets ............................................ 1,100 511 -------- -------- TOTAL ASSETS ....................................... $185,894 $185,258 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits: Non-interest bearing .................................. $ 12,825 $ 13,315 Interest bearing ...................................... 126,731 124,364 -------- -------- Total Deposits ..................................... $139,556 $137,679 Short-term borrowings ................................... 19,722 20,418 Long-term borrowings .................................... 2,315 2,291 Accrued interest and other expenses ..................... 1,150 1,176 Other liabilities ....................................... 34 214 -------- -------- TOTAL LIABILITIES .................................. $162,777 $161,778 -------- -------- STOCKHOLDERS' EQUITY Common stock, par value $1.25 per share; authorized 5,000,000 shares; issued 1,382,433 shares 1999 and 1998 $ 1,728 $ 1,728 Surplus ................................................. 5,799 5,849 Retained earnings ....................................... 16,291 15,670 Accumulated other comprehensive income (loss) ........... (599) 448 Less: Treasury stock at cost, 3,822 shares 1999, 6,976 shares 1998 ..................................... (102) (215) -------- -------- TOTAL STOCKHOLDERS' EQUITY ......................... $ 23,117 $ 23,480 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ......... $185,894 $185,258 ======== ======== 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 SIX FOR THE THREE MONTHS ENDING MONTHS ENDING JUNE 30, JUNE 30, -------- -------- 1999 1998 1999 1998 ---- ---- ---- ---- INTEREST INCOME Interest and fees on loans: Taxable ...................................... $4,638 $4,768 $2,343 $2,372 Tax exempt ................................... 60 57 30 28 Interest and dividends on investment securities: Taxable interest ............................. 981 954 506 486 Tax exempt interest .......................... 334 311 162 171 Dividends .................................... 39 10 19 5 Interest on federal funds sold ................. 30 4 16 4 Interest on deposits in other banks ............ 113 105 58 40 ------ ------ ------ ------ TOTAL INTEREST INCOME ..................... $6,195 $6,209 $3,134 $3,106 ------ ------ ------ ------ INTEREST EXPENSE Interest on deposits ........................... $2,466 $2,421 $1,242 $1,217 Interest on short-term borrowings .............. 465 541 229 254 Interest on long-term borrowings ............... 64 40 32 32 ------ ------ ------ ------ TOTAL INTEREST EXPENSE .................... $2,995 $3,002 $1,503 $1,503 ------ ------ ------ ------ Net interest income ............................ $3,200 $3,207 $1,631 $1,603 Provision for loan losses ...................... 39 39 19 19 ------ ------ ------ ------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES ................................ $3,161 $3,168 $1,612 $1,584 ------ ------ ------ ------ NON-INTEREST INCOME Service charges and fees ....................... $ 298 $ 282 $ 164 $ 142 Trust department income ........................ 85 63 52 38 Securities gains - net ......................... 31 0 0 0 Other income ................................... 109 120 58 91 ------ ------ ------ ------ TOTAL NON-INTEREST INCOME ................. $ 523 $ 465 $ 274 $ 271 ------ ------ ------ ------ NON-INTEREST EXPENSES Salaries and wages ............................. $ 937 $ 953 $ 474 $ 498 Pensions and other employee benefits ........... 316 315 156 153 Occupancy expense, net ......................... 169 175 81 86 Furniture and equipment expense ................ 293 270 153 140 Other operating expenses ....................... 690 750 335 373 ------ ------ ------ ------ TOTAL NON-INTEREST EXPENSES ............... $2,405 $2,463 $1,199 $1,250 ------ ------ ------ ------ Income before income taxes ..................... $1,279 $1,170 $ 687 $ 605 Income tax expense ............................. 320 289 179 149 ------ ------ ------ ------ NET INCOME ................................. $ 959 $ 881 $ 508 $ 456 ====== ====== ====== ====== NET INCOME PER SHARE ........................... $ .70 $ .64 $ .37 $ .33 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 SIX MONTHS ENDING JUNE 30, --------------- 1999 1998 ---- ---- OPERATING ACTIVITIES Net income ................................................... $ 959 $ 881 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses ................................. 39 39 Provision for depreciation and amortization ............... 266 254 Premium amortization on investment securities ............. 46 43 Discount accretion on investment securities ............... (13) (16) (Gain) on sales of investment securities Available-for-Sale (31) (4) Deferred income taxes (benefit) ........................... 5 0 (Gain) on sale of other real estate ....................... (2) 0 (Increase) in accrued interest receivable and other assets (352) (177) (Decrease) in accrued interest, other expenses and other liabilities ............................................. (26) (65) -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES ............... $ 891 $ 955 -------- -------- INVESTING ACTIVITIES Proceeds from sales, maturities and redemptions of investment securities Available-for-Sale .............................. $ 9,109 $ 14,699 Proceeds from maturities and redemptions of Held-to-Maturity investment securities ...................................... 365 155 Purchase of investment securities Available-for-Sale ......... (14,343) (16,322) Net (increase) decrease in loans ............................. (2,620) 3,525 Purchases of premises and equipment .......................... (75) (894) Proceeds from sale of other real estate ...................... 26 0 -------- -------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES ..... $ (7,538) $ 1,163 -------- -------- FINANCING ACTIVITIES Net increase in deposits ..................................... $ 1,877 $ 2,861 Net (decrease) in short-term borrowings ...................... (696) (2,632) Net increase in long-term borrowings ......................... 24 1,854 Proceeds from issuance of common stock ....................... 75 72 Acquisition of treasury stock ................................ (25) (230) Proceeds from sale of treasury stock ......................... 13 10 Cash dividends paid .......................................... (338) (320) -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES ............... $ 930 $ 1,615 -------- -------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ........ $ (5,717) $ 3,733 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ............. 12,486 5,317 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD ............. $ 6,769 $ 9,050 ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for: Interest ................................................... $ 2,994 $ 3,014 Income taxes ............................................... $ 317 $ 296 The accompanying notes are an integral part of these consolidated financial statements. -3- 6 CCFNB BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1999 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 six month period ended June 30, 1999 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; 1999 - 1,376,395 shares and 1998 - 1,381,062 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 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. 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. A principal 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. 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. The following table presents the changes in the allowance for credit losses: IN THOUSANDS ------------ Balance at January 1, 1999......................... $954 Provisions charged to operations................... 39 Loans charged off.................................. (17) Recoveries......................................... 23 ---- Balance at June 30, 1999........................... $999 ==== At June 30, 1999 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. -5- 8 NOTE 6 - The following represents changes in stockholders' equity for the current year: ACCUMULATED OTHER COMPREHENSIVE COMPREHENSIVE COMMON COMMON INCOME RETAINED INCOME TREASURY SHARES STOCK SURPLUS (LOSS) EARNINGS (LOSS) STOCK TOTAL ------ ----- ------- ------ -------- ------ ----- ----- Balance at January 1, 1999......... 1,382,433 $1,728 $5,849 $ 0 $15,670 $ 448 $(215) $23,480 Comprehensive Income: Net income........................ 0 0 0 959 959 0 0 959 Other comprehensive income (loss), net of tax: Unrealized (losses) gains on investment securities of ($1,027), net of reclassification adjustment for gains included in net income of $20........... 0 0 0 (1,047) 0 (1,047) 0 (1,047) ------- TOTAL COMPREHENSIVE INCOME (LOSS) $ (88) ======= Issuance of 3,705 shares of common stock under dividend reinvestment and stock purchase plans......... 3,705 5 70 0 0 0 75 Purchase of 1,100 shares of treasury stock................... 0 0 0 0 0 (25) (25) Sale of 549 shares of treasury stock............................ 0 0 (5) 0 0 18 13 Retirement of 3,705 shares of treasury stock................... (3,705) (5) (115) 0 0 120 0 Cash dividends $.246 per share..... 0 0 0 (338) 0 0 (338) --------- ------ ------ ------- ------- ----- ------- Balance at June 30, 1999........... 1,382,433 $1,728 $5,799 $16,291 $ (599) $(102) $23,117 ========= ====== ====== ======= ======= ===== ======= 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, 1998, 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 SIX MONTHS ENDED JUNE 30, -----------AT AND FOR THE YEARS ENDED DECEMBER 31,------------ -------------- --------------------------------------- 1999 1998 1998 1997 1996 1995 1994 ---- ---- ---- ---- ---- ---- ---- Income and Expense: Interest income ...................... $ 6,195 $ 6,209 $ 12,444 $ 12,498 $ 11,844 $ 11,466 $ 10,459 Interest expense ..................... 2,995 3,002 6,072 5,976 5,588 5,557 4,785 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net interest income .................. 3,200 3,207 $ 6,372 6,522 6,256 5,909 5,674 Loan loss provision .................. 39 39 78 60 80 42 160 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net interest income after loan loss provision .......................... 3,161 3,168 6,294 6,462 6,176 5,867 5,514 Non-interest income .................. 523 465 981 804 762 693 569 Non-interest expense ................. 2,405 2,463 4,739 4,492 4,450 4,374 3,958 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Income before income taxes ........... 1,279 1,170 2,536 2,774 2,488 2,186 2,125 Income taxes ......................... 320 289 634 749 664 561 560 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net income ........................... 959 881 1,902 2,025 1,824 1,625 1,565 ========== ========== ========== ========== ========== ========== ========== Per Share: (1) Net income after change in accounting principle (2) ...................... $ .70 $ .64 $ 1.38 $ 1.47 $ 1.33 $ 1.19 $ 1.35 Cash dividends paid .................. .13 .289 .46 .46 .45 .45 .42 Average shares outstanding ........... 1,376,395 1,376,794 1,381,062 1,381,800 1,375,875 1,367,595 1,163,199 Average Balance Sheet: Loans ................................ $ 119,745 $ 116,746 $ 116,490 $ 116,771 $ 112,341 $ 111,980 $ 100,628 Investments .......................... 49,558 44,602 45,878 40,307 39,248 37,063 41,410 Other earning assets ................. 6,090 4,072 4,952 5,053 3,739 1,727 2,696 Total assets ......................... 185,054 175,463 177,643 171,159 164,512 157,957 151,752 Deposits ............................. 138,051 129,386 131,366 117,086 117,414 116,495 115,071 Other interest-bearing liabilities ... 22,402 22,849 22,660 20,198 14,860 11,766 11,014 Stockholders' equity ................. 23,272 21,972 22,264 20,690 19,512 18,067 13,736 Balance Sheet Data: Loans ................................ 121,184 115,476 118,558 119,045 115,590 111,831 109,800 Investments .......................... 51,430 45,424 48,151 43,862 37,407 40,384 39,323 Other earning assets ................. 1,713 4,718 7,381 582 6,856 385 4,174 Total assets ......................... 185,894 176,413 185,258 173,866 170,086 162,066 157,124 Deposits ............................. 139,556 130,580 137,679 127,719 131,400 128,985 126,864 Other interest-bearing liabilities ... 22,037 22,024 22,709 22,802 16,951 12,430 11,910 Stockholders' equity ................. 23,117 22,598 23,480 22,105 20,657 19,512 17,650 Ratios: (3) Return on average assets ............. 1.04% 1.00% 1.07% 1.18% 1.11% 1.03% 1.03% Return on average equity ............. 8.24% 7.92% 8.54% 9.79% 9.35% 8.99% 11.39% Dividend payout ratio ................ 35.25% 36.32% 33.59% 31.65% 33.95% 34.35% 36.54% Average equity to average assets ratio 12.58% 12.67% 12.53% 12.71% 11.86% 11.44% 9.05% (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 six month period ending June 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 .3% to $185.9 million at June 30, 1999, from $185.3 million at December 31, 1998. Net income increased 8.9% through June 30, 1999 to $959,000 or $.70 per share, compared to $881,000 or .64 per share for the same six month period ended June 30, 1998. Loans increased in 1999 by 2.2% to $121.2 million at June 30, from $118.6 million at December 31, 1998. Results of Operations - For the Six Months Ended June 30, 1999 and June 30, 1998. 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 six months ended June 30, 1999 was $959,000, or $.70 per share, as compared to $881,000, or $.64 per share, for the comparable period in 1998. An increase in non-interest income of $58,000 complimented by a decrease in non-interest expenses of $58,000 generally accounted for the $109,000 increase in income before income taxes. Return on average assets and return on average equity were 1.04% and 8.24%, respectively, for the six months ended June 30, 1999, as compared to 1.00% and 7.92%, respectively, for the comparable period in 1998. Net Interest Income - ------------------- For the six months ended June 30, 1998 and 1999, net interest income was $3.2 million. The net interest margin reflected a decrease to 3.88% for the six months ended June 30, 1999 from 4.10% for the comparable period in 1998. Average interest earning assets at June 30, 1999 increased by 6.03% over June 30, 1998. Average loans outstanding increased from $116.7 million to $119.7 million or 2.6% for the six months ended June 30, 1999, as compared to the six months ended June 30, 1998. The outstanding balance of loans at June 30, 1999, increased from $118.6 million at December 31, 1998 to $121.2 million at June 30, 1999. A 2.6% decrease in income on loans from $4,825 million at June 30, 1998 to $4,698 million at June 30, 1999 occurred even though the loans increased during the period. -8- 11 Shown below is a summary of past due and non-accrual loans: IN THOUSANDS OF DOLLARS ----------------------- JUNE DECEMBER Past due and non-accrual: 30, 1999 31, 1998 -------- -------- Days 30 - 89......................................... $1,243 $1,063 Days 90 plus......................................... 285 415 Non-accrual.......................................... 431 537 ------ ------ $1,959 $2,015 ====== ====== Past due and non-accrual loans remained constant at $2.0 million at December 31, 1998 and at June 30, 1999. These real estate delinquencies mainly fall into the 60 day and below category. The increase specifically was attributable entirely to real estate loans which become past due during the six months which are fully secured by adequate real estate collateral. 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 ---------- JUNE MATURITY AND REPRICING DATA FOR LOANS AND LEASES 30, 1999 ------------------------------------------------ -------- 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 ........................................ $ 4,301 (2) Over three months through 12 months ......................... 13,834 (3) Over one year through three years ........................... 23,950 (4) Over three years through five years ......................... 4,804 (5) Over five years through 15 years ............................ 7,779 (6) Over 15 years ............................................... 2,690 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 ........................................ 16,988 (2) Over three months through 12 months ......................... 9,055 (3) Over one year through three years ........................... 14,158 (4) Over three years through five years ......................... 8,757 (5) Over five years through 15 years ............................ 11,340 (6) Over 15 years ............................................... 3,623 --------- Sub-total .................................................... $ 121,279 Add: non-accrual loans not included above .......................... 431 Less: unearned income .............................................. (526) --------- Total Loans and Leases ....................................... $ 121,184 ========= -9- 12 Interest income from investment securities reflects an 6.2% increase comparing $1,354,000 for the six months ended June 30, 1999, and the $1,275,000 for the comparable period of 1998. The average balance of investment securities for the six months ended June 30, 1999 increased 11.2% to $49.6 million, compared to the $44.6 million for the same period of 1998. Total interest expense decreased $7,000 or .2% for the first six months of 1999, as compared to the first six months of 1998. This decrease in interest expense reflects a decrease in interest rates throughout the past year, however during the latter part of the second quarter of 1999 rates edged upward in order to keep pace with competition. 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) -----------JUNE 1999---------- -----------JUNE 1998---------- 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.................................... $ 4,776 $ 113 4.73% $ 3,834 $ 105 5.48% Investment securities: U.S. government securities...................... 34,092 981 5.76% 30,662 913 5.96% State and municipal obligations (3)............. 14,092 334 7.18% 12,404 311 7.60% Other securities................................ 1,374 39 5.68% 1,536 48 6.25% -------- ------ ---- -------- ------ ---- Total Investment Securities....................... $ 49,558 $1,354 5.46% $ 44,602 $1,272 5.70% Federal funds sold................................ 1,314 30 4.57% 238 6 5.04% Consumer.......................................... 9,814 410 8.36% 8,879 402 9.06% Dealer floor plan................................. 2,613 103 7.88% 2,194 95 8.66% Mortgage.......................................... 97,767 3,806 7.79% 98,081 3,994 8.14% Commercial........................................ 7,244 319 8.81% 5,676 276 9.73% Tax free (3)...................................... 2,307 60 7.88% 1,916 57 9.01% -------- ------ ---- -------- ------ ---- Total loans....................................... $119,745 $4,698 7.85% $116,746 $4,824 8.26% Total interest earning assets..................... 175,393 6,195 7.06% 165,420 6,207 7.50% -------- ------ ---- -------- ------ ---- Reserve for loan losses........................... $ (975) $ (920) Cash and due from banks........................... 1,717 1,837 Other assets...................................... 8,919 9,126 -------- -------- Total assets...................................... $185,054 $175,463 ======== ======== -10- 13 -----------JUNE 1999---------- -----------JUNE 1998---------- 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................................ $ 21,788 $ 150 1.38% $ 20,068 $ 178 1.77% IRA's under $100,000.............................. 8,304 204 4.91% 8,070 206 5.11% Money market deposits............................. 11,204 153 2.73% 11,919 174 2.92% Savings deposits.................................. 21,722 275 2.53% 20,685 269 2.60% Time deposits including IRA's over $100,000....... 13,021 375 5.76% 10,901 323 5.93% Other time deposits under $100,000................ 49,167 1,309 5.32% 46,313 1,273 5.50% -------- ------ ---- -------- ------ ---- Total interest bearing deposits................... $125,206 $2,466 3.94% $117,956 $2,423 4.11% -------- ------ ---- -------- ------ ---- U.S. treasury short-term borrowings............... 422 9 4.27% 527 14 5.31% Short-term borrowings - other..................... 0 0 0.00% 11 0 0.00% Long-term borrowings.............................. 2,309 64 5.54% 1,739 40 4.60% Repurchase agreements............................. 19,671 456 4.64% 20,572 527 5.12% -------- ------ ---- -------- ------ ---- Total interest bearing liabilities................ $147,608 $2,995 4.06% $140,805 $3,004 4.27% -------- ------ ---- -------- ------ ---- Demand deposits................................... $ 12,845 $ 11,430 Other liabilities................................. 1,329 1,256 Stockholders' equity.............................. 23,272 21,972 -------- -------- Total liabilities and capital..................... $185,054 $175,463 ======== ======== NET INTEREST INCOME/NET INTEREST MARGIN (4)...... $3,200 3.65% $3,203 3.87% ====== ==== ====== ==== TAX EQUIVALENT NET INTEREST INCOME/ NET INTEREST MARGIN (5).......................... $3,403 3.88% $3,393 4.10% ====== ==== ====== ==== (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 1999 and 1998. 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 six month period ending June 30, 1999 and 1998, the provision for loan losses was $39,000. -11- 14 Non-Interest Income - ------------------- The following table sets forth, for the periods indicated, the major components of non-interest income: SIX MONTHS ENDED JUNE 30, -------- 1999 1998 ---- ---- (Dollars in Thousands) Service charges and fees.................................. $298 $282 Trust department income................................... 85 63 Investment securities gain - net.......................... 31 0 Invest income............................................. 48 55 Other..................................................... 61 65 ---- ---- Total................................................ $523 $465 ==== ==== For the six months ended June 30, 1999, total non-interest income increased $58,000, to $523,000 compared with $465,000 for the six months ended June 30, 1998. The increase is generally the result of gains on sales of securities in the amount of $31,000, fee income increase of $16,000 from $282,000 at June 30, 1998 to $298,000 at June 30, 1999 and trust department income increase of $22,000 as compared to the six month period ending June 30, 1998. A decrease of $11,000 occurred in the other income categories. 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: SIX MONTHS ENDED JUNE 30, -------- 1999 1998 ---- ---- (Dollars in Thousands) Salaries and wages....................................... $ 937 $ 953 Employee benefits........................................ 316 315 Net occupancy expense.................................... 169 175 Furniture and equipment expense.......................... 293 270 State shares tax......................................... 96 84 Other expense............................................ 594 666 ------ ------ Total............................................... $2,405 $2,463 ====== ====== -12- 15 Salary and employee benefits, the largest expense in this category, decreased 1.2%. A decrease of $38,000 in commissions earned by third-party in-house brokerage service staff is the principal cause of the overall decrease. Shares tax increased 14% as a result of a normal increase in stockholders' equity and a shift in the composition of the investment portfolio. Furniture and equipment expense increased 8.5% for the first six months of 1999 compared to the first six months of 1998 principally due to increased equipment depreciation and maintenance resulting from installation of an in-house computer system beginning in April 1998. Overall, expenses decreased 2.4% reflecting the commitment of management to remain vigilant in keeping expenses down. 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: JUNE 30, 1999 DECEMBER 31, 1998 ------------- ----------------- MINIMUM MINIMUM CALCULATED STANDARD CALCULATED STANDARD RATIOS RATIOS RATIOS RATIOS ------ ------ ------ ------ Risk Based Ratios: Tier I Capital to risk-weighted assets.. 21.29% 4.00% 20.43% 4.00% Total Qualifying Capital to risk-weighted assets.................. 22.19% 8.00% 21.80% 8.00% Additionally, certain other ratios also provide capital analysis as follows: JUNE DECEMBER 30, 1999 31, 1998 -------- -------- Tier I Capital to average assets............................ 12.80% 12.95% Tier II Capital to average assets........................... 13.34% 13.49% 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. -13- 16 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 the Year 2000 is near resolution. 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 have been obtained from all providers. 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. The Bank has utilized both internal and external resources to reprogram, or replace, and test the software for Year 2000 modifications. The Bank has already spent $322,000 and anticipates it will spend a total of $340,000 to complete the Year 2000 project. 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 1999 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. -14- 17 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 well over a year 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 and visited by management 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. Newspaper print ads and statement inserts are planned for the last two quarters of 1999 to further communicate our readiness to our customers. 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. Compliance on all levels is very near completion. 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. All third party vendors that are most crucial have communicated with us stating they are Y2K compliant and testing on their systems is complete. 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 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: August 6, 1999 By /s/ Virginia D. Kocher ---------------------- Virginia D. Kocher Treasurer Date: August 6, 1999 -17-