UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 Commission File Number 0-13396 or [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to __________________ CNB FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 25-1450605 ------------ ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) County National Bank 1 South Second Street P.O. Box 42 Clearfield, Pennsylvania 16830 (Address of principal executive offices) Registrant's telephone number, including area code, (814) 765-9621 Securities registered pursuant to Section 12 (b) of the Act: None Securities registered pursuant to Section 12 (g) of the Act: Common Stock: $1.00 Par Value Indicate by check mark whether the registrant (1) has 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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _____ ----- The number of shares outstanding of the issuer's common stock as of March 31, 2000: COMMON STOCK: $1.00 PAR VALUE - 3,664,768 SHARES 1 INDEX PART I. FINANCIAL INFORMATION Sequential Page Number - ----------- PAGE 3. Notes to Consolidated Financial Statements PAGE 4. Management's Discussion and Analysis of Financial Condition and Results of Operations PAGE 11. Table 1 - Consolidated Balance Sheets - March 31, 2000 PAGE 12. Table 2 - Consolidated Statements of Income - Quarter ending March 31, 2000 PAGE 13. Table 3 - Consolidated Statements of Cash Flows - Quarter ending March 31, 2000 PAGE 14. Table 4 - Consolidated Yield Comparisons PART II. OTHER INFORMATION PAGE 15. ITEM 4 Submission of Matters for Security Holders Vote PAGE 15. ITEM 5 Other Information PAGE 15. ITEM 6 Exhibits and Reports on Form 8-K PAGE 15. Signatures 2 CNB FINANCIAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared pursuant to rules and regulations of the Securities and Exchange Commission (SEC) and in compliance with generally accepted accounting principles. Because this report is based on an interim period, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The registrant believes that the disclosures made are adequate to make the information presented a fair representation of the Corporation's financial status. In the opinion of Management of the registrant, the accompanying consolidated financial statements for the three month periods ended March 31, 2000 and 1999 include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial condition and the results of operations for the period. The financial performance reported for the Corporation for the three-month period ended March 31, 2000 is not necessarily indicative of the result to be expected for the full year. This information should be read in conjunction with the Corporation's Annual Report to shareholders and Form 10-K for the period ended December 31, 1999. COMMON STOCK PLAN The Corporation has a common stock plan for key employees and independent directors. The Stock Incentive Plan, which is administered by a disinterested committee of the Board of Directors, provides for 250,000 shares of common stock in the form of qualified options, nonqualified options, stock appreciation rights or restrictive stock. The Corporation applies Accounting Principles Board Opinion 25 and related interpretations in accounting for its common stock plan. Accordingly, no compensation expense has been recognized for the plans. COMPREHENSIVE INCOME Total comprehensive income for the periods ended March 31, 2000 and 1999 were $660,000 and $753,000. RECENT ACCOUNTING PRONOUNCEMENTS Accounting for Derivative Instruments - ------------------------------------- The FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, (collectively referred to as derivatives) and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. This statement provides for potential of investment reclassification out of the held-to-maturity category. As amended by FAS No. 137, the standard is effective for fiscal years beginning after June 15, 2000 with earlier adoption permitted. The effect of this standard will depend upon the nature and extent of derivative instruments in place at the time of adoption. The Corporation had no derivative instruments as of March 31, 2000. 3 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION The following discussion and analysis of the consolidated financial statements of the Corporation is presented to provide insight into management's assessment of financial results. The Corporation's subsidiary County National Bank (the "Bank") provides financial services to individuals and businesses within the Bank's market area made up of the west central Pennsylvania counties of Clearfield, Cambria, Centre, Elk, Jefferson, and McKean. County National Bank is a member of the Federal Reserve System and subject to regulation, supervision and examination by the Office of the Comptroller of the Currency ("OCC"). The market area that County National Bank operates in is generally rural in nature. The customer makeup consists of small business and individuals. The health of the economy in the region is mixed with unemployment rates running high in most of our market areas except Centre County. Actual ratings (as of December 1999) by county are as follows: Cameron 6.4%; Centre 2.4%; Clearfield 6.8%; Elk 5.2% Jefferson 5.7%; and McKean 4.5%. OVERVIEW OF BALANCE SHEET Total assets (shown in Table 1 "Consolidated Balance Sheet") have grown ------- 0.4% since year-end 1999 to $563.6 million. The growth has occurred primarily in the loan portfolio. The following comments will further explain the details of asset growth. CASH AND CASH EQUIVALENTS Cash and cash equivalents totaled $15,572,000 at March 31, 2000 compared to $21,214,000 on December 31, 1999. This decrease resulted from a reduction of cash build up at year-end for the year 2000 contingency. In addition the Bank has focused on growth of earning assets by reducing the nonearning assets on the balance sheet. Management believes the liquidity needs of the Corporation are satisfied by the current balance of cash and cash equivalents, readily available access to traditional funding sources, and the portion of the investment and loan portfolios that matures within one year. These sources of funds will enable the Corporation to meet cash obligations and off-balance sheet commitments as they come due. INVESTMENT SECURITIES Investment securities decreased $1,623,000 since December 31, 1999. Of the Corporation's total investment portfolio of $141,940,000 as of March 31, 2000, $135,628,000 (or 95.6%) is classified as available for sale with the balance of $6,312,000 classified as held to maturity. The decrease is mainly a result of the fair market valuation of the bond portfolio. In a rising interest rate environment, bond prices generally decline giving the Corporation an increase in unrealized loss of $892,000. Also adding to the decrease are payments received on mortgage-backed investments. The Corporation generally buys into the market over time and does not attempt to "time" it. In doing this the highs and lows of the market are averaged into the portfolio and minimizes the overall effect of different rate environments. Management monitors the earnings performance and the effectiveness of the liquidity of the investment portfolio on a regular basis through Asset / Liability Committee ("ALCO') meetings. The ALCO also reviews and manages interest rate risk for the Corporation. Through active balance sheet management and analysis of the investment securities portfolio, the Corporation maintains sufficient liquidity to satisfy depositor requirements and various credit needs of its customers. 4 LOANS The Corporation's loan volume was good through the first quarter of 2000. The Corporation's lending is focused in the west central Pennsylvania market and consists principally of retail lending, which includes single-family residential mortgages and other consumer lending, and commercial lending primarily to locally owned small businesses. At March 31, 2000, the Corporation had $373,273,000 in loans and leases outstanding up $10,509,000 (or 2.9%) since December 31, 1999. This growth pattern is the result of our increased penetration into the commercial lending opportunities within our market. Our focus on commercial lending has expanded over the past year with additional staff increases to handle more small business loans. This focus has resulted in an increase in commercial loans of 5.2% since December 31, 1999, primarily in commercial mortgages. ALLOWANCE FOR LOAN AND LEASE LOSSES The Allowance for Loan and Lease Losses as a percentage of loans decreased from 1.07% at December 31, 1999 to 1.03% at March 31, 2000. The dollar amount of the reserve also decreased $35,000 since year-end 1999. The decrease is a result of charge-offs exceeding the reserve expensed during the quarter. The gross charge-offs for the first quarter of 2000 were $240,000 while recoveries were $25,000. This level of charge-offs is an increase when compared to the first quarter of 1999 when charge-offs were $143,000 with recoveries of $44,000. While charge-offs in the first quarter were historically high in dollars, the Corporation is not expecting charge-offs for the year to continue at this rate. Charges are expected to slightly exceed prior year percentages, when compared to outstanding loans, for 2000. In addition, the dollar amount of the reserve is expected to increase over the remainder of the year as the expensed reserve should exceed net charge-offs. This trend is consistent with the financial services industry nationwide. It is the result of increased consumer credit problems often resulting in bankruptcies. Management of the Corporation is confident of the loan collection activities it has in place, which has resulted in lower overall levels of loan delinquency. Management continues to closely monitor loan delinquency and losses. Non-performing assets, which include loans 90 or more days past due, non-accrual loans and other real estate owned were $1,830,000 or 0.32% of total assets on March 31, 2000 compared to $2,142,000 or 0.59% on December 31, 1999. The adequacy of the allowance for loan and lease losses is subject to a formal analysis by the loan review staff of the Bank and is deemed to be adequate to absorb inherent losses in the portfolio as of March 31, 2000. Review the 1999 annual report, SEC form 10K, for the process and methodology supporting the loan loss provision. FUNDING SOURCES The Corporation considers deposits, short-term borrowings, and term debt when evaluating funding sources. Traditional deposits continue to be the most significant source of funds for the Corporation reaching $483,302,000 at March 31, 2000. Deposit decline of 3.5% since year-end 1999 primarily resulted from a runoff of jumbo CD's that were acquired recently, but were excluded from the premium paid at the time of purchase. This runoff was expected, as the interest rate being paid on these deposits was higher than the Corporation generally offers. The Corporation utilizes term borrowings from the Federal Home Loan Bank (FHLB) to meet funding needs not accommodated by deposit growth. During the first three months of 2000, the Corporation borrowed $20 million to accommodate loan growth and to take advantage of opportunities existing in the bond market. Management plans to maintain access to short and long-term FHLB borrowings as an appropriate funding source. 5 SHAREHOLDERS' EQUITY The Corporation's capital continues to provide a strong base for profitable growth. Total Shareholders' Equity was $47,543,000 at March 31, 2000 compared to $47,643,000 at December 31, 1999 a decrease of $100,000 (or 0.21%). In the first three months of 2000, the Corporation earned $1,247,000 and declared dividends of $770,000, a dividend payout ratio of 61.7% of net income. Approximately 96% of the investment securities in the Corporation's portfolio are classified as available-for-sale making the Corporation's balance sheet more sensitive to the changing market value of investments. Interest rates in the first quarter of 2000 have increased, causing the Bank's bond portfolio to experience a decrease in its market value gains. Also, the financial services sector of the equity market has declined giving the Corporation some depreciation in value, during the period, in equity holdings. The combination of these two market forces has caused a decline in the accumulated other comprehensive income of $587,000. The Corporation has also complied with the standards of capital adequacy mandated by the banking regulators. Bank regulators have established "risk- based" capital requirements designed to measure capital adequacy. Risk-based capital ratios reflect the relative risks of various assets banks hold in their portfolios. A weight category of 0% (lowest risk assets), 20%, 50%, or 100% (highest risk assets), is assigned to each asset on the balance sheet. The Corporation's total risk-based capital ratio of 10.42% at March 31, 2000 is above the well-capitalized standard of 10%. The Corporation's Tier 1 capital ratio of 9.41% is above the regulatory well-capitalized minimum of 6%. The leverage ratio at March 31, 2000 was 6.42%, also above the well-capitalized minimum standard of 5%. The ratios provide quantitative data demonstrating the strength and future opportunities for use of the Corporation's capital base. Management continues to evaluate risk-based capital ratios and the capital position of the Corporation as part of its strategic decision making process. LIQUIDITY AND INTEREST RATE SENSITIVITY Liquidity measures an organizations' ability to meet cash obligations as they come due. The Consolidated Statement of Cash Flows presented on page 11 of the accompanying financial statements provides analysis of the Corporation's cash and cash equivalents. Additionally, management considers that portion of the loan and investment portfolio that matures within one year as part of the Corporation's liquid assets. The Corporation's liquidity is monitored by the Asset/Liability Committee (ALCO), which establishes and monitors ranges of acceptable liquidity. Management feels the Corporation's current liquidity position is acceptable. In the course of conducting business activities, the Corporation is exposed to market risk, principally interest rate risk, through the operation of the Bank. Interest rate risk arises from market driven fluctuations in interest rates, which affect cash flows, income, expense and values of all financial instruments. Management and the ALCO Committee of the Board monitor interest rate risk. No material changes have occurred during the period in the Bank's market risk strategy, a discussion of which can be found in the SEC Form-10K filed for the period ended December 31, 1999. RESULTS OF OPERATIONS OVERVIEW OF THE INCOME STATEMENT For the three months ended March 31, 2000, the Corporation earned $1,247,000 in net income, an increase of 17.4% from $1,062,000 in net income in the same period last year. Net income in the first quarter has been affected by the acquisitions that occurred during 1999. Those acquisitions provided the Corporation with a significant growth in earning assets, which have resulted in increased overall earnings. INTEREST INCOME AND EXPENSE Net interest income totaled $5,287,000 in the first quarter, an increase of 23.3% over the first quarter of 1999. The Bank experienced an increase in earning assets in the past twelve months of 12.7%, which came primarily through the acquisitions that occurred in 1999. However, the interest rate 6 environment the Bank is operating in currently will adversely affect the net interest margin. The competition that is prevalent in our market is causing the cost of funds to increase at a faster pace than the yield on earning assets. Total interest income increased during the quarter by $1,705,000 or 20.6% while interest expense increased by $706,000 or 17.8% when compared to the first quarter of 1999. The Corporation recorded a provision for loan and lease losses in the first quarter of $180,000 compared to $154,000 from the first quarter of 1999. NON-INTEREST INCOME Non-interest income increased $209,000 or 29.7% in the first quarter of 2000 when compared to the first quarter of 1999. Increased deposit account service charges have been the primary source of the growth in non-interest income. In the first quarter, account service charges totaled $531,000 up $213,000 (or 67%) over last year's first quarter. These increases in fee income were the result of the growth in the number of customers and related deposit accounts as well as some increases in certain charges over the past twelve months. Also, trust and asset management fees have increased 25.4% over the first quarter of 1999 to $232,000. This increase results from an increase in the market values of our customer accounts and overall growth of the assets held under management. NON-INTEREST EXPENSE Non-interest expense increased $824,000 or 23.5% during the first quarter when compared to the first quarter of 1999. This increased level of non- interest expense is partly attributable to the acquisitions that occurred in 1999, which increased our number of locations by five. The associated amortization expense increased $989,000 in the first quarter of 2000 over 1999. RETURN ON ASSETS For the quarter ended March 31, 2000, the Corporation's return on average assets ("ROA") totaled 0.90% down from the 0.95% recorded in the first quarter of 1999. Operating cash earnings ROA, which represents earnings excluding one- time merger related costs and amortization expense, for the first quarter of 2000 was 1.12% as compared to 1.06% in the same period for 1999. Decreased ROA can be attributed to the increase in non-interest expenses, mainly the additional amortization expense as noted above. Management expects operating cash earnings ROA to increase throughout the remaining three quarters of 2000 resulting from enhanced net interest income and operating efficiencies when compared to the first quarter. RETURN ON EQUITY The Corporation's return on average shareholder's equity ("ROE") in the first quarter was 10.6% compared to 9.92% for the first quarter of 1999. The increase can be attributed to the Corporations plan in the previous year to leverage its capital through acquisition. The increase in assets without adding additional capital will provide the shareholders more earnings from the same capital base. Operating cash earnings ROE for the first quarter was 13.19% compared to 10.98% in 1999. Management expects improvement in ROE during 2000 and anticipates further increases with earnings growth. The Corporation is currently well capitalized under regulatory industry standards. FEDERAL INCOME TAX EXPENSE Federal income taxes increased to $440,000 in the first quarter of 2000 compared to $267,000 in the first quarter of 1999. The increase in the first quarter primarily reflects higher pre-tax income in the period when compared to the same quarter of the prior year. FUTURE OUTLOOK First quarter results improved when compared to the prior year's first quarter and were consistent with management's expectations. Management continues to focus on asset growth from increased market 7 share. The goal of asset growth is to increase shareholder value as well as provide favorable results in long-term profitability of the Corporation. Loan demand was favorable during the first quarter. Loan growth is expected to continue at a moderate pace throughout the remainder of the year. The Corporation's loan to deposit ratio has increased through the first quarter at 76.4% compared to 71.7% at year-end 1999 as funds from the acquisition are being deployed into the market in consumer and small commercial loans. Management expects the loan to deposit ratio to remain constant throughout 2000. Consumer loan charge-offs in the first quarter continued to comprise the majority of the Corporation's recent charge-offs. In the first quarter, total net charge-offs were $215,000 of which consumer net charge-offs totaled $214,000. The charge-off level for the next three quarters is expected to decline somewhat when compared to the first quarter. Management believes that the increased efforts of loan review and collections and our high underwriting standards will give the Bank good charge-off experience when compared to peer institutions. Enhanced non-interest income and controlled non-interest expense are important factors in the success of the Corporation and is measured in the financial services industry by the efficiency ratio, calculated according to the following: non-interest expense (less amortization of intangibles) as a percentage of fully tax equivalent net interest income and non-interest income (less non-recurring income). For the three months ended March 31, 2000, the Corporation's efficiency ratio was 58.16% compared to 63.38% for the same period last year. The efficiency ratio improved as the level of non-interest income has increased over the quarter. Management believes controlling the operating costs of the Corporation is also imperative to the future increased profitability derived from core earnings. A strong focus by management continues to be placed on noninterest expenses during the remainder of 2000, as the Bank is in the process of a profitability enhancement program and a formal review of our operational processes. The effects of these two procedures will streamline our operations and result in reduced expenses. The interest rate environment will continue to play an important role in the future earnings of the Corporation. The net interest margin has tightened as the interest rate cycle we are in causes competitive pressures in the form of reduced lending rates compared to prime, while the cost of funding is increasing. Overall net interest income continues to increase due to growth in interest earning assets. Management expects further growth in net interest income for the remainder of 2000. Management concentrates on return on average equity and earnings per share evaluations, plus other methods, to measure and direct the performance of the Corporation. While past results are not an indication of future earnings, management feels the Corporation is positioned to enhance performance of normal operations through the remainder of 2000. "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 The statements in this Form 10-Q which are not historical fact are forward looking statements that involve risks and uncertainties, including, but not limited to, the interest rate environment, the effect of federal and state banking and tax regulations, the effect of economic conditions, the impact of competitive products and pricing, and other risks detailed in the Corporation's Securities and Exchange Commission filings. 8 TABLE 1 CONSOLIDATED BALANCE SHEETS CNB FINANCIAL CORPORATION Consolidated Balance Sheets (Unaudited) (Dollars in thousands) March 31, Dec. 31 ASSETS 2000 1999 ------------- ------------- Cash and Due from Banks............................................ $ 15,220 $ 20,893 Interest bearing deposits with other banks......................... 352 321 Federal Funds Sold................................................. - - Investment Securities Available for sale........................... 135,628 136,945 Investment Securities Held to Maturity, fair value of $6,328 at March 31, 2000 and $6,652 at December 31, 1999.................. 6,312 6,618 Loans and Leases................................................... 378,155 367,711 Less: Unearned Discount......................................... 4,882 4,947 Less: Allowance for Loan Losses................................. 3,855 3,890 ------------ ------------- NET LOANS........................................................ 369,418 358,874 Premises and Equipment............................................. 12,907 12,854 Accrued Interest Receivable........................................ 3,438 3,463 Loans held for sale................................................ 2,818 2,381 Intangible, net.................................................... 15,703 15,899 Other Assets....................................................... 1,816 2,914 ------------ ------------- TOTAL ASSETS..................................................... $563,612 $561,162 LIABILITIES Deposits: Non-interest bearing deposits.................................... $ 52,897 $ 54,891 Interest bearing deposits........................................ 430,405 445,860 ------------ ------------- TOTAL DEPOSITS................................................... 483,302 500,751 Other Borrowings................................................... 27,565 6,750 Accrued Interest and Other Liabilities............................. 5,202 6,018 ------------ ------------- TOTAL LIABILITIES................................................ $516,069 $513,519 SHAREHOLDERS' EQUITY Common Stock $1.00 Par Value Authorized 10,000,000 Shares Issued 3,693,500 Shares.......................................... $ 3,694 $ 3,694 Additional paid in Capital....................................... 3,723 3,717 Retained Earnings................................................ 42,754 42,278 Treasury Stock, At Cost.......................................... (710) (715) (28,732 Shares for March 2000, 29,191 for December 1999) Accumulated other comprehensive income........................... (1,918) (1,331) ------------ ------------- TOTAL SHAREHOLDERS' EQUITY....................................... 47,543 47,643 ------------ ------------- TOTAL LIABILITIES & SHAREHOLDERS' EQUITY......................... $563,612 $561,162 9 TABLE 2 CONSOLIDATED STATEMENTS OF INCOME Loans including Fees.............................................. $7,874 $6,608 Deposits with Other Banks......................................... 19 3 Federal Funds Sold................................................ 6 158 Investment Securities: Taxable........................................................ 1,520 960 Tax-Exempt..................................................... 466 476 Dividends...................................................... 84 59 ---------- ----------- TOTAL INTEREST INCOME.......................................... $9,969 $8,264 INTEREST EXPENSE Deposits.......................................................... $4,474 $3,705 Borrowed Funds.................................................... 208 271 ---------- ----------- TOTAL INTEREST EXPENSE......................................... $4,682 $3,976 Net Interest Income............................................ $5,287 $4,288 Provision for possible loan losses............................. 180 154 ---------- ----------- NET INTEREST INCOME AFTER PROVISION............................... $5,107 $4,134 OTHER INCOME Trust & Asset Management Fees..................................... $ 232 $ 185 Service charges on deposit accounts............................... 531 318 Other service charges and fees.................................... 132 89 Securities gains.................................................. (41) - Gains on Sale of Loans............................................ 7 26 Other income...................................................... 51 85 ---------- ----------- TOTAL OTHER INCOME............................................. $ 912 $ 703 OTHER EXPENSES Salaries.......................................................... $1,495 $1,370 Employee benefits................................................. 574 465 Net occupancy expense............................................. 640 481 Amortization...................................................... 463 171 Other............................................................. 1,160 1,021 ---------- ----------- TOTAL OTHER EXPENSES........................................... $4,332 $3,508 Income Before Income Taxes........................................ $1,687 $1,329 Applicable Income Taxes........................................... 440 267 ---------- ----------- NET INCOME..................................................... $1,247 $1,062 ========== =========== Per Share Data - -------------- Net income, basic................................................. $ 0.34 $ 0.29 Net income, fully diluted......................................... $ 0.34 $ 0.29 Cash Dividends Per Share.......................................... $ 0.21 $ 0.20 10 TABLE 3 CONSOLIDATED STATEMENTS OF CASHFLOWS CNB FINANCIAL CORPORATION Consolidated Statements Of Cash Flows (Unaudited) (Dollars In Thousands) Three Months ended March 31, Cash flows from operating activities: 2000 1999 ----------------- ------------------ Net Income.................................................................. $ 1,247 $ 1,062 Adjustments to reconcile net income to net cash provided by operations: Provision for loan losses................................................ 180 154 Depreciation and amortization........................................... 733 405 Amortization and accretion and deferred loan fees....................... (100) 172 Deferred Taxes.......................................................... (219) (166) Security ( Gains) Losses................................................ 41 - Gain on sale of loans................................................... (7) (26) Net losses on dispositions of acquired property.......................... - 30 Changes in: Proceeds from sale of loans.............................................. 1,926 6,471 Origination of loans for sale............................................ (2,356) (6,025) Interest receivable..................................................... 25 (220) Other assets and intangibles............................................ 667 (5,777) Interest payable........................................................ (67) 279 Other liabilities....................................................... (226) 548 ----------------- ------------------ Net cash provided by operating activities................................... 1,844 (3,093) Cash flows from investing activities: Proceeds from maturities of: Securities held to maturity............................................. 305 - Securities available for sale........................................... 3,876 7,008 Proceeds from sales of securities available for sale...................... 2,475 154 Purchase of:.............................................................. (6,004) (17,295) Securities available for sale........................................... (10,586) (9,809) Net principal disbursed on loans.......................................... - - (Purchase) of Federal Home Loan Bank Stock................................ - - Purchase of premises and equipment........................................ (323) (134) Proceeds from the sale of foreclosed assets............................... 165 124 ----------------- ------------------ Net cash used in investing activities....................................... (10,092) (19,952) Cash flows from financing activities: Net change in: Checking, money market and savings accounts............................. (6,899) (13,506) Certificates of deposit................................................. (10,550) 30,347 Acquisition of treasury stock........................................... 5 (615) Sale of treasury stock.................................................. 5 6 Cash dividends paid..................................................... (770) (685) Net advances (repayments) from other borrowings........................... 20,815 5,356 ----------------- ------------------ Net cash provided by financing activities................................... 2,606 20,903 Net increase (decrease) in cash and cash equivalents....................... (5,642) (2,142) Cash and cash equivalents at beginning of year.............................. 21,214 26,093 ----------------- ------------------ Cash and cash equivalents at end of period.................................. $ 15,572 $ 23,951 ================= ================== Supplemental disclosures of cash flow information: Cash paid during the period for: Interest (including amount credited directly to certificate accounts)... $ 4,615 $ 4,255 Income Taxes............................................................ - $ 125 Noncash Investing Activities: (Dec.) in net unrealized gain on securities available for sale......... - ($317) (Inc.) in net unrealized gain on securities available for sale......... ($587) - 11 TABLE 4 CONSOLIDATED YIELD COMPARISONS CNB Financial Corporation Average Balances and Net Interest Margin (Dollars in thousands) March 31, 2000 March 31, 1999 - ------------------------------------------------------------------------------------------------------------------------------------ Average Annual Interest Average Annual Interest Balance Rate Inc./Exp. Balance Rate Inc./Exp. - ------------------------------------------------------------------------------------------------------------------------------------ Assets Interest-bearing deposits with banks $ 1,340 5.67% $ 19 $ 282 4.26% $ 3 Federal funds sold and securities purchased under agreements to resell 445 5.39% 6 13,332 4.08% 136 Investment Securities: Taxable 98,496 6.17% 1,520 72,924 4.96% 905 Tax-Exempt (1) 37,485 6.88% 645 37,948 7.00% 664 Equity Investments (1) 6,755 5.86% 99 5,706 4.70% 67 - ------------------------------------------------------------------------------------------------------------------------------------ Total Investments 144,521 6.34% 2,289 130,192 5.45% 1,775 Loans Commercial (1) 75,262 8.72% 1,640 64,790 7.87% 1,274 Mortgage (1) 214,701 8.58% 4,603 186,184 8.02% 3,732 Installment 48,233 9.29% 1,120 41,121 8.44% 868 Leasing 31,118 7.30% 568 26,437 7.60% 502 - ------------------------------------------------------------------------------------------------------------------------------------ Total loans (2) 369,314 8.59% 7,931 318,532 8.01% 6,376 Total earning assets 513,835 7.96% 10,220 448,724 7.27% 8,151 Non Interest Bearing Assets Cash & Due From Banks 13,040 - 10,649 - Premises & Equipment 12,939 - 10,643 - Other Assets 20,998 - 11,103 - Allowance for Possible Loan Losses (3,735) - (3,365) - - ------------------------------------------------------------------------------------------------------------------------------------ Total Non-interest earning assets 43,242 - - 29,030 - - - ------------------------------------------------------------------------------------------------------------------------------------ Total Assets $557,077 $10,220 $477,754 $8,151 ================================================================================= Liabilities and Shareholders' Equity Interest-Bearing Deposits Demand - interest-bearing $118,526 2.46% $ 730 $114,071 2.78% $ 793 Savings 72,610 3.64% 660 63,605 3.03% 482 Time 246,617 5.00% 3,083 184,913 4.86% 2,246 - ------------------------------------------------------------------------------------------------------------------------------------ Total interest-bearing deposits 437,753 4.09% 4,473 362,589 3.88% 3,521 Short-term borrowings 8,546 5.90% 126 1,453 4.96% 18 Long-term borrowings 5,769 5.75% 83 19,906 5.08% 253 - ------------------------------------------------------------------------------------------------------------------------------------ Total interest-bearing liabilities 452,068 4.14% 4,682 383,948 3.95% 3,792 Demand - non-interest-bearing 49,822 - 38,490 - Other liabilities 5,114 - 6,348 - - ------------------------------------------------------------------------------------------------------------------------------------ Total Liabilities 507,004 4,682 428,786 3,792 Shareholders' equity 50,073 - - 48,968 - - - ------------------------------------------------------------------------------------------------------------------------------------ Total Liabilities and Shareholders' Equity $557,077 $ 4,682 $477,754 $3,792 ================================================================================= Interest income/earning assets 7.96% 10,220 7.27% 8,151 Interest expense/interest bearing liabilities 4.14% 4,682 3.95% 3,792 - ------------------------------------------------------------------------------------------------------------------------------------ Net Interest Spread 3.81% $ 5,538 3.32% $4,359 ====================== ===================== Interest Income/Interest Earning Assets 7.96% $10,220 7.27% $8,151 Interest expense/Interest Earning Assets 3.64% 4,682 3.38% 3,792 - ------------------------------------------------------------------------------------------------------------------------------------ Net Interest Margin 4.31% $ 5,538 3.89% $4,359 ====================== ===================== (1) The amounts are reflected on a fully tax equivalent basis using the federal statutory rate of 34% in 2000 and 1999, adjusted for certain tax preferences. (2) Average outstanding includes the average balance outstanding of all non- accrual loans. Loans consist of the average of total loans less average unearned income. The amount of loan fees included in the interest income on loans is not material. 12 PART II OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS FOR SECURITY HOLDERS VOTE None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K There were no reports for the period ended March 31, 2000. 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. CNB FINANCIAL CORPORATION (Registrant) DATE: May 5, 2000 /s/ James P. Moore -------------------- -------------------------- James P. Moore President and Director (Principal Executive Officer) DATE: May 5, 2000 /s/ Joseph B. Bower, Jr. --------------------- --------------------------- Joseph B. Bower, Jr. Treasurer (Principal Financial Officer) (Principal Accounting Officer) 13