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 March 31, 2004 [ ] 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. 1,278,708 shares of $1.25 (par) common stock were outstanding as of May 3, 2004. CCFNB BANCORP, INC. AND SUBSIDIARY INDEX 10-Q MARCH 31, 2004 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 - 13 - Report of Independent Certified Public Accountants 14 - Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations 15 - 21 - Controls and Procedures 22 PART II - OTHER INFORMATION 23 SIGNATURES 24 - 27 CCFNB BANCORP, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) Unaudited March December 31, 2004 31, 2003 -------- -------- ASSETS Cash and due from banks $ 4,913 $ 6,359 Interest-bearing deposits with other banks 2,926 5,480 Federal funds sold 1,401 523 Investment securities available-for-sale 61,093 62,775 Loans, net of unearned income 146,400 147,630 Allowance for loan losses 1,365 1,415 -------- -------- Net loans 145,035 146,215 Premises and equipment, net 4,430 4,282 Other real estate owned 36 36 Cash surrender value of bank-owned life insurance 5,985 5,908 Accrued interest receivable 761 811 Other assets 711 525 -------- -------- TOTAL ASSETS $227,291 $232,914 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits: Non-interest bearing $ 15,106 $ 17,313 Interest bearing 154,741 154,473 -------- -------- Total Deposits 169,847 171,786 Short-term borrowings 16,806 20,990 Long-term borrowings 11,333 11,335 Accrued interest and other expenses 1,229 1,187 Other liabilities 15 13 -------- -------- TOTAL LIABILITIES 199,230 205,311 -------- -------- STOCKHOLDERS' EQUITY Common stock, par value $1.25 per share; authorized 5,000,000 shares; issued and outstanding 1,278,708 shares in 2004 and 1,276,445 shares in 2003 1,598 1,595 Surplus 3,696 3,635 Retained earnings 22,289 21,997 Accumulated other comprehensive income 478 376 -------- -------- TOTAL STOCKHOLDERS' EQUITY 28,061 27,603 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $227,291 $232,914 ======== ======== See accompanying notes to Consolidated Financial Statements. -1- CCFNB BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS EXCEPT PER SHARE DATA) UNAUDITED For the Three Months Ending March 31, ----------------------- 2004 2003 ---- ---- INTEREST INCOME Interest and fees on loans: Taxable $ 2,111 $ 2,333 Tax-exempt 74 45 Interest and dividends on investment securities: Taxable interest 379 340 Tax-exempt interest 127 184 Dividends 18 16 Federal funds sold 1 12 Deposits in other banks 10 14 ---------- ---------- TOTAL INTEREST INCOME 2,720 2,944 ---------- ---------- INTEREST EXPENSE Deposits 672 1,017 Short-term borrowings 69 80 Long-term borrowings 170 168 ---------- ---------- TOTAL INTEREST EXPENSE 911 1,265 ---------- ---------- Net interest income 1,809 1,679 Provision for loan losses 50 50 ---------- ---------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,759 1,629 ---------- ---------- NON-INTEREST INCOME Service charges and fees 167 183 Trust department income 34 36 Bank-owned life insurance income 71 54 Other income 49 53 ---------- ---------- TOTAL NON-INTEREST INCOME 321 326 ---------- ---------- NON-INTEREST EXPENSES Salaries and wages 571 525 Pensions and other employee benefits 204 186 Occupancy expense, net 105 103 Furniture and equipment expense 107 118 Other operating expenses 458 384 ---------- ---------- TOTAL NON-INTEREST EXPENSES 1,445 1,316 ---------- ---------- Income before income taxes 635 639 Income tax expense 126 132 ---------- ---------- NET INCOME $ 509 $ 507 ========== ========== PER SHARE DATA Net income $ 0.40 $ 0.39 Cash dividends $ 0.17 $ 0.16 Weighted average shares outstanding 1,276,995 1,289,815 See accompanying notes to Consolidated Financial Statements. -2- CCFNB BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) UNAUDITED For the Three Months Ending March 31, -------------------- 2004 2003 ---- ---- OPERATING ACTIVITIES Net income $ 509 $ 507 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 50 50 Depreciation and amortization 83 95 Premium amortization on investment securities 64 105 Discount accretion on investment securities (13) (12) Deferred income taxes (benefit) 3 (25) (Gain) on sale of mortgage loans (2) (14) Proceeds from sale of mortgage loans 150 1,221 Originations of mortgage loans for resale (148) (1,207) (Gain) on sale of other real estate owned - (12) Loss from investment in insurance agency 1 6 Decrease in accrued interest receivable and other assets (191) (150) Net increase in cash surrender value of bank-owned life insurance (77) (47) Increase (decrease) in accrued interest, other expenses and other liabilities 44 (93) -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 473 424 -------- -------- INVESTING ACTIVITIES Purchase of investment securities Available-for-Sale (8,513) (16,164) Proceeds from sales, maturities and redemptions of investment securities Available-for-Sale 10,297 12,304 Net decrease in loans 1,130 2,273 Purchases of premises and equipment (231) (59) Proceeds from sale of other real estate owned - 37 -------- -------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 2,683 (1,609) -------- -------- FINANCING ACTIVITIES Net decrease in deposits (1,939) (411) Net decrease in short-term borrowings (4,184) (2,047) Net decrease in long-term borrowings (2) (3) Acquisition of treasury stock - (144) Proceeds from issuance of common stock 64 52 Cash dividends paid (217) (206) -------- -------- NET CASH (USED IN) FINANCING ACTIVITIES (6,278) (2,759) -------- -------- (DECREASE) IN CASH AND CASH EQUIVALENTS (3,122) (3,944) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 12,362 16,020 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 9,240 $ 12,076 ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for: Interest $ 933 $ 1,332 Income taxes $ - $ - See accompanying notes to Consolidated Financial Statements. -3- CCFNB BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2004 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting and reporting policies of CCFNB Bancorp, Inc. and Subsidiary (the "Corporation") are in accordance with the accounting principles generally accepted in the United States of America and conform to common practices within the banking industry. The more significant policies follow: PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of CCFNB Bancorp, Inc. and its wholly owned subsidiary, Columbia County Farmers National Bank (the "Bank"). All significant inter-company balances and transactions have been eliminated in consolidation. NATURE OF OPERATIONS & LINES OF BUSINESS The Corporation provides full banking services, including trust services, through the Bank, to individuals and corporate customers. The Bank has six offices covering an area of approximately 484 square miles in Northeastern Pennsylvania. The Corporation and its banking subsidiary are subject to regulation of the Office of the Comptroller of the Currency, The Federal Deposit Insurance Corporation and the Federal Reserve Bank of Philadelphia. Procuring deposits and making loans are the major lines of business. The deposits are mainly deposits of individuals and small businesses and the loans are mainly real estate loans covering primary residences and small business enterprises. The trust services, under the name of CCFNB and Co., include administration of various estates, pension plans, self-directed IRA's and other services. A third-party brokerage arrangement is also resident in the Lightstreet location. This investment center offers a full line of stocks, bonds and other non-insured financial services. USE OF ESTIMATES The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates. INVESTMENT SECURITIES The Corporation classifies its investment securities as either "Held-to-Maturity" or "Available-for-Sale" at the time of purchase. Debt securities are classified as Held-to-Maturity when the Corporation has the ability and positive intent to hold the securities to maturity. Investment securities Held-to-Maturity are carried at cost adjusted for amortization of premiums and accretion of discounts to maturity. -4- Debt securities not classified as Held-to-Maturity and equity securities included in the Available-for-Sale category, are carried at fair value, and the amount of any unrealized gain or loss net of the effect of deferred income taxes is reported as other comprehensive income (loss) in the consolidated Statement of Stockholders' Equity. Management's decision to sell Available-for-Sale securities is based on changes in economic conditions controlling the sources and uses of funds, terms, availability of and yield of alternative investments, interest rate risk, and the need for liquidity. The cost of debt securities classified as Held-to-Maturity or Available-for-Sale is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion, as well as interest and dividends, is included in interest income from investments. Realized gains and losses are included in net investment securities gains. The cost of investment securities sold, redeemed or matured is based on the specific identification method. LOANS Loans are stated at their outstanding principal balances, net of deferred fees or costs, unearned income, and the allowance for loan losses. Interest on loans is accrued on the principal amount outstanding, primarily on an actual day basis. Non-refundable loan fees and certain direct costs are deferred and amortized over the life of the loans using the interest method. The amortization is reflected as an interest yield adjustment, and the deferred portion of the net fees and costs is reflected as a part of the loan balance. Real estate mortgage loans held for resale are carried at the lower of cost or market on an aggregate basis. These loans are sold with limited recourse to the Corporation. PAST DUE LOANS - Generally, a loan is considered past due when a payment is in arrears for a period of 10 or 15 days, depending on the type of loan. Delinquent notices are issued at this point and collection efforts will continue on loans past due beyond 60 days which have not been satisfied. Past due loans are continually evaluated with determination for charge-off being made when no reasonable chance remains that the status of the loan can be improved. NON-ACCRUAL LOANS - Generally, a loan is classified as non-accrual, with the accrual of interest on such a loan discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectibility of principal or interest, even though the loan currently is performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on non-accrual status, unpaid interest credited to income in the current year is reversed, and unpaid interest accrued in prior years is charged against the allowance for loan losses. Certain non-accrual loans may continue to perform, wherein, payments are still being received with those payments generally applied to principal. Non-accrual loans remain under constant scrutiny and if performance continues, interest income may be recorded on a cash basis based on management's judgement as to collectibility of principal. ALLOWANCE FOR LOAN LOSSES - The allowance for loan losses is established through provisions for loan losses charged against income. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. A factor in estimating the allowance for loan losses is the measurement of impaired loans. A loan is considered impaired when, based on current information and events, it is probable that the Corporation will be unable to collect all amounts due according to the contractual terms of the loan agreement. Under current accounting standards, the allowance for loan losses related to impaired loans is based on discounted cash flows using the loan's effective interest rate or the fair value of the collateral for certain collateral dependent loans. -5- 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. In addition, an allowance is provided for possible credit losses on off-balance sheet credit exposures. The allowance is estimated by management and is classified in other liabilities. DERIVATIVES The Bank has outstanding loan commitments that relate to the origination of mortgage loans that will be held for resale. Pursuant to Statement of Financial Accounting Standards (SFAS) No. 133 "Accounting for Derivative Instruments and Hedging Activities" as amended by SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities", and SFAS No. 149 "Amendments to SFAS 133 on Derivative Instruments and Hedging Activities" and the guidance contained in the Derivatives Implementation Group Statement 133 Implementation Issue No. C 13, the Bank has accounted for such loan commitments as derivative instruments. The outstanding loan commitments in this category did not give rise to any losses for the period ended March 31, 2004 and the year ended December 31, 2003, as the fair market value of each outstanding loan commitment exceeded the Bank's cost basis in each loan commitment. PREMISES AND EQUIPMENT Premises and equipment are stated at cost less accumulated depreciation computed principally on the straight-line method over the estimated useful lives of the assets. Maintenance and minor repairs are charged to operations as incurred. The cost and accumulated depreciation of the premises and equipment retired or sold are eliminated from the property accounts at the time of retirement or sale, and the resulting gain or loss is reflected in current operations. MORTGAGE SERVICING RIGHTS The Corporation originates and sells real estate loans to investors in the secondary mortgage market. After the sale, the Corporation retains the right to service these loans. When originated mortgage loans are sold and servicing is retained, a servicing asset is capitalized based on relative fair value at the date of sale. Servicing assets are amortized as an offset to other fees in proportion to, and over the period of, estimated net servicing income. The unamortized cost is included in other assets in the accompanying consolidated balance sheet. The servicing rights are periodically evaluated for impairment based on their relative fair value. OTHER REAL ESTATE OWNED Real estate properties acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value on the date of foreclosure establishing a new cost basis. After foreclosure, valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less cost to sell and is included in other assets. Revenues derived from and costs to maintain the assets and subsequent gains and losses on sales are included in other non-interest income and expense. -6- BANK OWNED LIFE INSURANCE The Corporation invests in Bank Owned Life Insurance (BOLI). Purchase of BOLI provides life insurance coverage on certain employees with the Corporation being owner and primary beneficiary of the policies. INVESTMENT IN INSURANCE AGENCY On January 2, 2001, the Corporation acquired a 50% interest in a local insurance agency, a corporation organized under the laws of the Commonwealth of Pennsylvania. The income or loss from this investment is accounted for under the equity method of accounting. The carrying value of this investment as of March 31, 2004 and December 31, 2003 was $169,530 and $170,296, respectively, and is carried in other assets in the accompanying consolidated balance sheets. INCOME TAXES The provision for income taxes is based on the results of operations, adjusted primarily for tax-exempt income. Certain items of income and expense are reported in different periods for financial reporting and tax return purposes. Deferred tax assets and liabilities are determined based on the differences between the consolidated financial statement and income tax bases of assets and liabilities measured by using the enacted tax rates and laws expected to be in effect when the timing differences are expected to reverse. Deferred tax expense or benefit is based on the difference between deferred tax asset or liability from period to period. PER SHARE DATA Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share", requires dual presentation of basic and diluted earnings per share. Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding at the end of each period. Diluted earnings per share is calculated by increasing the denominator for the assumed conversion of all potentially dilutive securities. The Corporation does not have any securities which have or will have a dilutive effect, accordingly, basic and diluted per share data are the same. CASH FLOW INFORMATION For purposes of reporting consolidated cash flows, cash and cash equivalents include cash on hand and due from banks, interest-bearing deposits in other banks and federal funds sold. The Corporation considers cash classified as interest-bearing deposits with other banks as a cash equivalent because they are represented by cash accounts essentially on a demand basis. Federal funds are also included as a cash equivalent because they are generally purchased and sold for one-day periods. TRUST ASSETS AND INCOME Property held by the Corporation in a fiduciary or agency capacity for its customers is not included in the accompanying consolidated financial statements because such items are not assets of the Corporation. Trust Department income is generally recognized on a cash basis and is not materially different than if it was reported on an accrual basis. -7- SEGMENT REPORTING The Corporation's banking subsidiary acts as an independent community financial services provider, and offers traditional banking and related financial services to individual, business and government customers. Through its branch, internet banking, telephone and automated teller machine network, the Bank offers a full array of commercial and retail financial services, including the taking of time, savings and demand deposits; the making of commercial, consumer and mortgage loans; and the providing of other financial services. The Bank also performs personal, corporate, pension and fiduciary services through its Trust Department as well as offering diverse investment products through its investment center. Management does not separately allocate expenses, including the cost of funding loan demand, between the commercial, retail, trust and investment center operations of the Corporation. As such, discrete financial information is not available and segment reporting would not be meaningful. RECENT ACCOUNTING PRONOUNCEMENTS In November 2002, the Financial Accounting Standards Board (FASB) issued Interpretation No. 45 (FIN 45), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others". This Interpretation expands the disclosures to be made by a guarantor about its obligations under certain guarantees and requires the guarantor to recognize a liability in its financial statements for the obligation assumed under a guarantee. In general, FIN 45 applies to contracts of indemnification agreements that contingently require the guarantor to make payments to the guaranteed party based on changes in an underlying that is related to an asset, liability, or equity security of the guaranteed party. Certain guarantee contracts are excluded from both the disclosure and recognition requirements of this Interpretation, while other guarantees are subject to just the disclosure requirements of FIN 45 but not to the recognition provisions. The disclosure requirements of FIN 45 were effective for the Corporation as of December 31, 2002 and require disclosure of the nature of the guarantee, the maximum potential amount of future payments the guarantor could be required to make under the guarantee, and the current amount of the liability, if any, for the guarantor's obligations under the guarantee. The recognition requirements of FIN 45 are applied prospectively to guarantees issued or modified after December 31, 2002. This standard did not have any impact on the Corporation's consolidated financial condition or results of operations. In December 2002, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of SFAS No. 123," is generally effective for financial statements for fiscal years and interim periods beginning after December 31, 2002. The statement amends SFAS No. 123, "Accounting for Stock-Based Compensation" to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. The statement also amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based compensation and the effect of the method used on reported results. The Corporation does not have any stock-based compensation, therefore the standard has no impact on the Corporation's consolidated financial condition or results of operations. -8- In December 2002, the FASB issued Statement of Financial Accounting Standard (SFAS) No. 149, "Amendments to SFAS 133 on Derivative Instruments and Hedging Activities" is generally effective for contracts entered into after June 30, 2003. This statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities." The changes in this statement improve financial reporting by requiring that contracts with comparable characteristics be accounted for similarly. The changes will result in more consistent reporting of contracts as either derivatives or hybrid instruments. This standard does not have any impact on the Corporation's consolidated financial position or results of operations. In January 2003, the FASB issued FIN 46, which provides guidance on how to identify a variable interest entity (VIE) and determine when the assets, liabilities, noncontrolling interests, and results of operations of a VIE are to be included in an entity's consolidated financial statements. A VIE exists when either the total equity investment at risk is not sufficient to permit the entity to finance its activities by itself, or the equity investors lack one of three characteristics associated with owning a controlling financial interest. Those characteristics include the direct or indirect ability to make decisions about an entity's activities through voting rights or similar rights, the obligations to absorb the expected losses of an entity if they occur, or the right to receive the expected residual returns of the entity if they occur. This standard did not have any impact on the Corporation's consolidated financial positions or results of operations. In May 2003, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity" is generally effective for financial instruments entered into or modified after May 31, 2003 and for contracts in existence at the start of the first interim period beginning after June 15, 2003. This Statement establishes new standards for classification, measurement and disclosure of certain types of financial instruments having characteristics of both liabilities and equity, including instruments that are mandatory redeemable and that embody obligations requiring or permitting settlement by transferring assets or by issuing an entity's own shares. In December 2003, the FASB deferred for an indefinite period the application of the guidance in SFAS 150 to noncontrolling interests that are classified as equity in the financial statements of a subsidiary but would be classified as a liability in the parent's financial statements under SFAS 150. The deferral is limited to mandatory redeemable noncontrolling interests associated with finite-lived subsidiaries. This standard does not have any impact on the Corporation's consolidated financial position or results of operations. In December 2003, the Emerging Issuance Task Force Issue (EITF) issued No. 03-01 "The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments" is generally effective for fiscal years ending after December 15, 2003, and addresses how to define an "other-than-temporary impairment" as well as its application to investments classified as either "Available-for-Sale" and "Held-to-Maturity" under SFAS 115. The EITF requires disclosure of securities in a continuous unrealized loss position to be stratified based on length of time those securities were carried in such a position (less than 12 months, and 12 months or more). Additional information is required to be disclosed annually to include the nature of the investment, the cause of the decline in value and the evidence considered in reaching the conclusion that the investment is not other than temporarily impaired. The disclosure is required for fiscal years ending after December 15, 2003. Comparative information for earlier periods is not required. ADVERTISING COSTS It is the Corporation's policy to expense advertising costs in the period in which they are incurred. Advertising expense for the periods ended March 31, 2004 and March 31, 2003, were approximately $19,111 and $15,871, respectively. -9- RECLASSIFICATION Certain amounts in the consolidated financial statements of the prior years have been reclassified to conform with presentation used in the 2004 consolidated financial statements. Such reclassifications had no effect on the Corporation's consolidated financial condition or net income. NOTE 2 - ALLOWANCE FOR LOAN LOSSES Changes in the allowance for loan losses for the periods ended March 31, 2004 and March 31, 2003 were as follows: (Amounts in Thousands) ---------------------- 2004 2003 ---- ---- Balance, beginning of year $ 1,415 $ 1,298 Provision charged to operations 50 50 Loans charged-off (116) (19) Recoveries 16 21 -------- -------- Balance, March 31 $ 1,365 $ 1,350 ======== ======== At March 31, 2004 the recorded investment in loans that are considered to be impaired as defined by SFAS No. 114 was $89,887. No additional charge to operations was required to provide for the impaired loans since the total allowance for loan losses is estimated by management to be adequate to provide for the loan loss allowance required by SFAS No. 114 along with any other potential losses. At March 31, 2004, there were no significant commitments to lend additional funds with respect to non-accrual and restructured loans. Real estate loans held for resale were $35,816 at March 31, 2004 and December 31, 2003. Non-accrual loans at March 31, 2004 and December 31, 2003 were $1,503,000 and $1,851,686, respectively. Loans past due 90 days or more and still accruing interest amounted to $119,000 at March 31, 2004. NOTE 3 - SHORT-TERM BORROWINGS Federal funds purchased, securities sold under agreements to repurchase, and Federal Home Loan Bank advances generally represented overnight or less than 30-day borrowings. U.S. Treasury tax and loan notes for collections made by the Bank were payable on demand. -10- NOTE 4 - LONG-TERM BORROWINGS Long-term borrowings are comprised of advances from the Federal Home Loan Bank. NOTE 5 - DEFERRED COMPENSATION PLANS The Bank has entered into certain non-qualified deferred compensation agreements with certain executive officers and directors. Expense related to these non-qualified deferred compensation plans amounted to $27,659 and $9,551 for March 31, 2004 and March 31, 2003, respectively. There were no substantial changes in other plans as disclosed in the 2003 Annual Report. NOTE 6 - STOCKHOLDERS' EQUITY Changes in stockholders' equity for the period ended March 31, 2004 were as follows: (Amounts in Thousands, Except Common Share Data) ------------------------------------------------ Accumulated Other Common Common Comprehensive Retained Comprehensive Treasury Shares Stock Surplus Income Earnings Income Stock Total --------- ------- ------- ------------- -------- ------------- -------- ----- Balance at January 1, 2004 1,276,445 $ 1,595 $ 3,635 $ 21,997 $ 376 $ - $ 27,603 Comprehensive Income: Net income 509 509 509 Change in unrealized gain (loss) on investment securities available-for-sale net of reclassification adjustment and tax effects 102 102 102 ------------- TOTAL COMPREHENSIVE INCOME $ 611 ============= Issuance of 2,263 shares of common stock under dividend reinvestment and stock purchase plans 2,263 3 61 - - - 64 Cash dividends $.17 per share - - - (217) - - (217) --------- ------- ------- -------- ------------- -------- -------- Balance at March 31, 2004 1,278,708 $ 1,598 $ 3,696 $ 22,289 $ 478 $ - $ 28,061 ========= ======= ======= ======== ============= ======== ======== -11- NOTE 7 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONCENTRATIONS OF CREDIT RISK The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These consolidated financial instruments include commitments to extend credit, standby letters of credit and commercial letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of involvement the Corporation has in particular classes of financial instruments. The Corporation does not engage in trading activities with respect to any of its financial instruments with off-balance sheet risk. The Corporation may require collateral or other security to support financial instruments with off-balance sheet credit risk. The contract or notional amounts at March 31, 2004 and December 31, 2003 were as follows: (Amounts in Thousands) ---------------------- March December 31, 2004 31, 2003 -------- -------- Financial instruments whose contract amounts represent credit risk: Commitments to extend credit $ 15,324 $ 13,106 Financial standby letters of credit 1,813 1,813 Performance standby letters of credit 843 843 Dealer floor plans 1,119 1,412 Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Corporation evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Corporation upon extension of credit, is based on management's credit evaluation of the counter-party. Collateral held varies but may include accounts receivable, inventory, property, plant, equipment and income-producing commercial properties. Standby letters of credit and commercial letters of credit are conditional commitments issued by the Corporation to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Corporation holds collateral supporting those commitments for which collateral is deemed necessary. The Corporation's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual notional amount of those instruments. The Corporation uses the same credit policies in making commitments and conditional obligations, as it does for on-balance sheet instruments. -12- The Corporation granted commercial, consumer and residential loans to customers within Pennsylvania. Of the total loan portfolio at March 31, 2004, 81.49% was for real estate loans, principally residential. It was the opinion of management that the high concentration did not pose an adverse credit risk. Further, it was management's opinion that the remainder of the loan portfolio was balanced and diversified to the extent necessary to avoid any significant concentration of credit. NOTE 8 - MANAGEMENT'S ASSERTIONS AND COMMENTS REQUIRED TO BE PROVIDED WITH FORM 10Q FILING In management's opinion, the consolidated interim financial statements reflect fair presentation of the consolidated financial position of CCFNB Bancorp, Inc. and Subsidiary, and the results of their operations and their cash flows for the interim periods presented. Further, the consolidated interim financial statements are unaudited, however they 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 periods presented and that all such adjustments to the consolidated financial statements are of a normal recurring nature. The results of operations for the three-month period ended March 31, 2004, are not necessarily indicative of the results to be expected for the full year. These consolidated interim financial statements have been prepared in accordance with requirements of Form 10Q and therefore do not include all disclosures normally required by accounting principles generally accepted in the United States of America applicable to financial institutions as included with consolidated financial statements included in the Corporation's annual Form 10K filing. The reader of these consolidated interim financial statements may wish to refer to the Corporation's annual report or Form 10K for the period ended December 31, 2003, filed with the Securities and Exchange Commission. -13- REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Directors and Stockholders of CCFNB Bancorp, Inc.: We have reviewed the accompanying consolidated balance sheet of CCFNB Bancorp, Inc. and Subsidiary as of March 31, 2004, and the related consolidated statements of income and cash flows for the three month periods ended March 31, 2004 and 2003. These consolidated interim financial statements are the responsibility of the management of CCFNB Bancorp, Inc. and Subsidiary. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of CCFNB Bancorp, Inc. and Subsidiary as of December 31, 2003, and the related consolidated statements of income, stockholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated January 13, 2004, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2003, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. /s/ J.H. Williams & Co., LLP ---------------------------- J.H. Williams & Co., LLP Kingston, Pennsylvania April 19, 2004 -14- CCFNB BANCORP, INC. FORM 10-Q FOR THE QUARTER ENDED MARCH 2004 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Consolidated Summary of Operations (Dollars in Thousands, except for per share data) At and For the Three Months Ended March 31, At and For the Years Ended December 31, --------------- --------------------------------------- 2004 2003 2003 2002 2001 2000 1999 ---- ---- ---- ---- ---- ---- ---- Income and Expense: Interest income $ 2,720 $ 2,944 $ 11,221 $ 12,780 $ 13,720 $ 13,552 $ 12,669 Interest expense 911 1,265 4,366 5,741 6,924 6,859 6,099 ----------- ---------- ---------- ---------- ---------- ---------- ---------- Net interest income 1,809 1,679 6,855 7,039 6,796 6,693 6,570 Loan loss provision 50 50 200 309 163 54 78 ----------- ---------- ---------- ---------- ---------- ---------- ---------- Net interest income after loan loss Provision 1,759 1,629 6,655 6,730 6,633 6,639 6,492 Non-interest income 321 326 1,,508 1,210 1,149 1,053 1,050 Non-interest expense 1,445 1,316 5,409 5,479 5,104 4,967 4,818 ----------- ---------- ---------- ---------- ---------- ---------- ---------- Income before income taxes 635 639 2,754 2,461 2,678 2,725 2,724 Income taxes 126 132 591 539 621 671 685 ----------- ---------- ---------- ---------- ---------- ---------- ---------- Net income $ 509 $ 507 $ 2,163 $ 1,922 $ 2,057 $ 2,054 $ 2,039 =========== ========== ========== ========== ========== ========== ========== Per Share: (1) Net income $ .40 $ .39 $ 1.69 $ 1.47 $ 1.54 $ 1.51 $ 1.48 Cash dividends paid .17 .16 .66 .63 .59 .56 .51 Average shares outstanding 1,276,995 1,289,815 1,281,265 1,309,084 1,338,007 1,355,624 1,375,572 Average Balance Sheet: Loans $ 147,015 $ 150,025 $ 149,485 $ 147,545 $ 139,219 $ 134,325 $ 123,185 Investments 61,934 54,539 58,152 54,197 50,593 47,003 49,827 Other earning assets 5,165 8,016 8,036 5,309 6,569 219 1,638 Total assets 230,103 227,838 230,975 223,476 208,630 196,727 186,597 Deposits 170,817 171,922 171,956 150,883 149,601 139,774 138,963 Other interest-bearing liabilities 30,232 27,595 29.772 29.356 31.629 31,203 23,458 Stockholders' equity 27,832 26,939 27,223 26,615 25,890 23,910 22,874 Balance Sheet Data: Loans $ 146,400 $ 149,066 $ 147,631 $ 151,338 $ 142,990 $ 137,360 $ 134,423 Investments 61,093 57,277 62,775 53,528 57,121 47,311 49,104 Other earning assets 4,327 7,063 6,882 10,068 9,644 4,814 1,343 Total assets 227,291 226,643 232,914 229,032 214,238 203,054 196,122 Deposits 169,847 171,716 171,786 172,127 155,666 143,169 138,606 Other interest-bearing liabilities 28,139 26,571 32,325 28,621 31,384 33,477 33,224 Stockholders' equity 28,061 27,037 27,603 26,840 26,042 25,050 23,047 Ratios: (2) Return on average assets .88% .89% .94% .86% .99% 1.04% 1.09% Return on average equity 7.32% 7.56% 7.95% 7.22% 7.90% 8.59% 8.91% Dividend payout ratio 42.63% 40.63% 39.02% 42.86% 38.31% 37.09% 34.09% Average equity to average assets ratio 12.10% 11.52% 11.79% 11.77% 12.16% 12.34% 11.75% (1) Per share data has been calculated on the weighted average number of shares outstanding. (2) The ratios for the three month period ending March 31, 2004 and 2003 are annualized. CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS This Form 10-Q, both in the MD & A and elsewhere, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about our confidence and strategies and our expectations about new and existing programs and products, relationships, opportunities, technology and market conditions. These statements may be identified by such forward-looking terminology as "expect," "look," "believe," "anticipate," "may," "will," or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. These include, but are not limited to, the direction of interest rates, continued levels of loan quality and origination volume, continued relationships with major customers, and sources for loans, as well as the effects of economic conditions and legal and regulatory barriers and structure. Actual results may differ materially from such forward-looking statements. We assume no obligation for updating any such forward-looking statement at any time. Our consolidated financial condition and results of operations are essentially those of our wholly-owned subsidiary bank, Columbia County Farmers National Bank. Therefore, our discussion and analysis that follows is primarily centered on the performance of this bank. EARNINGS SUMMARY Net income for the three months ended March 31, 2004 was $509 thousand or $.17 per basic and diluted share. These results compare with net income of $507 thousand, or $.16 per basic and diluted share for the same period in 2003. Annualized return on average equity decreased to 7.32 percent from 7.56 percent, while the annualized return on average assets increased to .89 percent from .86 percent, for the three months ended March 31, 2004 and 2003 respectively. Net interest income continues to be the largest source of our operating income. Net interest income on a tax equivalent basis increased to $1.8 million at March 31, 2004, compared with $1.6 million for the three months ended March 31, 2003. The increase in net interest income is primarily due to the decreased interest rates on deposit accounts and renewing certificates of deposit. Overall, interest earning assets yielded 5.28 percent for the quarter ended March 31, 2004 compared to 5.76 15 percent yield for the quarter ended March 31, 2003. The tax equavilized interest margin increased to 3.57 percent for the three months ended March 31, 2004 compared to 3.38 percent for the three months ended March 31, 2003. Average interest earning assets increased $1.5 million or .70 percent for the three months ended March 31, 2004 over the same period in 2003. Average loans decreased $3.0 million or 2.0 percent, average investments increased $7.4 million or 13.6 percent and average federal funds sold and interest-bearing deposits with other financial institutions decreased 2.8 million or 35.6 percent for this three month period, from $8.0 million at March 31, 2003 to $5.2 million at March 31, 2004. Average interest bearing liabilities for the three months ended March 31, 2004 remained at $184.8 million for the three month period ending March 31, 2004 and 2003. Average short-term borrowings were $16.2 million at March 31, 2003 and $18.9 million at March 31, 2004, an increase of 16.7 percent. Long-term debt, which includes primarily FHLB advances, was $11.3 million at March 31, 2003 and 2004. Average demand deposits increased $1.5 million from 2003 balances. The average interest rate for loans decreased 29 basis points to 6.11 percent at March 31, 2004 compared to 6.40 percent March 31, 2003. Interest-bearing deposits with other Financial Institutions interest rates decreased 7 basis points to .95 percent from 1.02 percent at March 31, 2003 Average rates on interest bearing deposits decreased by 85 basis points from 2.59 percent to 1.74 percent in one year. Average interest rates also decreased on total interest bearing liabilities by 77 basis points to 1.97 percent from 2.74 percent. The reason for these decreases on interest bearing liabilities was primarily attributed to the decreasing rates on all deposit liabilities and the tied-to-prime interest rates paid on repurchase agreements. The net interest margin increased to 3.57 percent for the three months ended March 31, 2004 from 3.38 percent for the three months ended March 31, 2003. The increase in the overall net interest margin is a result of interest rate changes with deposit rates pricing downward and certificates of deposit coming due being reinvested at lower rates. Our "asset" sensitive position places us in a position to have an increase in our net interest margin when rates rise. The cost of long-term debt averaged 5.99% for the past several years which contributed to the declining net interest margin. This long-term debt will remain a deterrent to us in a declining interest rate environment. This is due to the fact that the Federal Home Loan Bank has the option to reprice these loans at their discretion. Until interest rates would rise to make the current 5.99% average rate unattractive, this in all probability will not occur. We will continue to use the following strategies to mitigate this decline in our net interest margin: Pricing of deposits will continue to be monitored and lowered, if necessary, to meet current market conditions; large deposits over $100,000 will continue to be priced conservatively; and in this low interest rate environment the majority of new investments will be kept short term in anticipation of rising rates. NET INTEREST INCOME Net interest income increased to $1.8 million for the three months ended March 31, 2004 compared to $1.6 million for the same period in 2003. The following table reflects the components of net interest income for each of the three months ended March 31, 2004 and 2003 . ANALYSIS OF AVERAGE ASSETS, LIABILITIES AND CAPITAL EQUITY AND NET INTEREST INCOME ON A TAX EQUIVALENT BASIS AVERAGE BALANCE SHEET AND RATE ANALYSIS (Dollars in Thousands) Three Months Ended March 31, 2004 and 2003 Interest Average Interest Average Average Income / Yield / Average Income / Yield / Balance Expense Rate Balance Expense Rate ------- -------- ------- ------- ------- -------- (1) (2) (1) (2) ASSETS: Interest-bearing deposits with other financial institutions $ 4,203 $ 10 .95% $ 5,483 $ 14 1.02% Investment securities (3) 61,934 524 3.38% 54,539 540 4.66% Federal funds sold 962 1 .42% 2,533 12 1.89% Loans 147,015 2,185 6.11% 150,025 2,378 6.40% -------- -------- -------- -------- Total interest earning assets $214,114 $ 2,720 5.28% $212,580 $ 2,944 5.76% -------- -------- -------- -------- Reserve for loan losses (1,390) (1,324) Cash and due from banks 5,636 5,483 Other assets 11,743 11,099 -------- -------- Total assets $230,103 $227,838 -------- -------- LIABILITIES AND CAPITAL: Interest bearing deposits $154,607 $ 672 1.74% $157,177 $ 1,017 2.59% Short-term borrowings 18,898 69 1.46% 16,250 81 1.98% Long-term borrowings 11,334 170 6.00% 11,345 167 5.89% -------- -------- -------- -------- Total interest-bearing liabilities $184,839 $ 911 1.97% $184,772 $ 1,265 2.74% -------- -------- Demand deposits $ 16,210 $ 14,745 Other liabilities 1,222 1,382 Stockholders' equity 27,832 26,939 -------- -------- Total liabilities and capital $230,103 $227,838 -------- -------- NET INTEREST INCOME / NET INTEREST MARGIN (4) $ 1,809 3.38% $ 1,679 3.16% TAX EQUIVALENT NET INTEREST INCOME / NET INTEREST MARGIN (5) $ 1,913 3.57% $ 1,797 3.38% 16 (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 percent for 2004 and 2003. The following table demonstrates the relative impact on net interest income of changes in volume of interest earnings assets and interest bearing liabilities and changes in rates earned and paid by us on such assets and liabilities. CHANGE IN NET INTEREST INCOME ON A TAX EQUIVALENT BASIS Three Months Ended March 31, 2004 Compared with 2003 Increase (Decrease) (2) Volume Rate Total ------ ---- ----- (In thousands) Interest income: Loans (1) (193) (435) (628) Investments (1) 345 (698) (353) Federal funds sold and other short-term investments (43) (41) (84) Interest expense: Deposits (67) (1,336) (1,403) Short-term borrowings 52 (85) (33) Long term debt (1) 12 11 (1) Interest income is adjusted to a tax equivalent basis using a 34 percent tax rate. (2) Variances resulting from a combination of changes in volume and rates are allocated to the categories in proportion to the absolute dollar amounts of the change in each category. The outstanding balance of loans at March 31, 2004 was $146.4 million compared to $147.6 million at December 31, 2003. Income from investment securities declined $16 thousand at $524 thousand for the three months ended March 31, 2004 compared to $540 thousand at March 31, 2003. The average balance of investment securities for the three months ended March 31, 2004 increased 13.6 percent to $61.9 million, compared to the $54.5 million for the same period of 2003. Total interest expense decreased $354 thousand or 28.0 percent for the first three months of 2004 as compared to the first three months of 2003. The average yield on interest earning assets decreased from 5.76 percent to 5.28 percent through March 2004 and 2003, respectively. NON-INTEREST INCOME The following table presents the components of non-interest income for the three months ended March 31, 2004 and 2003: Three Months Ended March 31, (In thousands) -------------- 2004 2003 ---- ---- Service charges and fees $167 $183 Trust Department income 34 36 Investment securities gain - net 0 0 Gain on sale of loans 3 14 Gain on sale of Other Real Estate Owned 3 12 Gain on Cash Surrender Value of BOLI 71 54 Third party brokerage income 23 19 Other 20 8 ---- ---- Total $321 $326 ---- ---- Non-interest income continues to represent a considerable source of our income. We are committed to increasing non-interest income. Increases will be from our existing sources of non-interest income and any new opportunities that may develop. For the three months ended March 31, 2004, total non-interest income decreased $5 thousand to $321 thousand or 1.5 percent, compared to $326 thousand for the three month period ended March 31, 2003. Service charges and fees decreased $16 thousand from $183 thousand at March 31, 2003 to $167 thousand or 8.7 percent at March 31, 2004. Trust Department income decreased from $36 thousand at March 31, 2003 to $34 thousand or 5.6 percent at March 31, 2004. Third party brokerage income reflected a $4 thousand increase or 21.1 percent comparing March 31, 2003 to March 31, 2004. We began selling fixed rate mortgages during 2003 and the increase in income derived from these sales were $3 thousand through March 31, 2004 compared to $14 thousand through March 31, 2003. The loans are being serviced by CCFNB and the bank retains some credit risk. Investment in Bank Owned Life Insurance is reflected in the March 31, 2004 balance sheet and income statement. Other non-interest income increased $12 thousand from $8 thousand at March 31, 2003 to $20 thousand at March 31, 2004. This increase was attributable mainly to an increase in fees and surcharge on ATM transactions and fees from servicing MPF mortgage loans. 17 NON-INTEREST EXPENSE The following table presents the components of non-interest expense for the three months ended March 31, 2003 and 2004: Three Months Ended March 31, 2004 2003 ---- ---- (Dollars in Thousands) Salaries and wages $ 571 $ 525 Employee benefits 204 186 Net occupancy expense 105 103 Furniture and equipment expense 107 118 State shares tax 73 69 Other expense 385 315 ------ ------ Total $1,445 $1,316 ------ ------ Non-interest expense increased from $1.3 million at March 31, 2003 to $1.4 million at March 31, 2004. Generally, non-interest expense accounts for the cost of maintaining facilities; providing salaries and benefits to employees; and paying for 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, we utilize budgets and related measures to control variable expenses. Salaries increased 8.8 percent at March 31, 2004 compared to March 31, 2003. A 9.7 percent increase was reflected in employee benefits from $186 thousand at March 31, 2003 to $204 thousand at March 31, 2004. Occupancy expense increased 1.9 percent. Furniture and equipment expense reflects an $11 thousand or 9.3 percent decrease for the first three months of 2004 compared to the first three months of 2003. New computer hardware is replacing fully depreciated hardware and recognition of depreciation on this new equipment will have the effect of increased expense beginning the second quarter of 2004. Pennsylvania Bank Shares Tax increased 5.8 percent from $69 thousand at March 31, 2003 compared to $73 thousand at March 31, 2004. Other expenses increased $70 thousand or 22.2 percent from $315 thousand at March 31, 2003 to $385 thousand at March 31, 2004. The following schedule defines the increases: EXPENSE ------- Directors Fees $ 3 Officer Deferred Retirement 20 Training 4 Donations 4 Supplies 5 Miscellaneous Expense 5 Data Processing Expense 3 ATM Expense 6 Advertising 4 Deferred Costs 16 --- TOTAL $70 --- INCOME TAXES Income tax expense as a percentage of pre-tax income was 19.8 percent for the three months ended March 31, 2004 compared with 20.7 percent for the same period in 2003. The effective tax rate for 2004 remains at 34 percent. ASSET / LIABILITY MANAGEMENT INTEREST RATE SENSITIVITY Our success is largely dependent upon our ability to manage interest rate risk. Interest rate risk can be defined as the exposure of our net interest income to the movement in interest rates. We do not currently use derivatives to manage market and interest rate risks. Our interest rate risk management is the responsibility of the Asset / Liability Management Committee ("ALCO"), which reports to the Board of Directors. ALCO establishes policies that monitor and coordinate our sources, uses and pricing of funds as well as interest-earning asset pricing and volume. We use a simulation model to analyze net interest income sensitivity to movements in interest rates. The simulation model projects net interest income based on various interest rate scenarios over a 12 and 24 month period. The model is based on the actual maturity and repricing characteristics of rate sensitive assets and liabilities. The model incorporates assumptions regarding the impact of changing interest rates on the prepayment rates of certain assets and liabilities. In the current interest rate environment, our net interest income is not expected to change materially. LIQUIDITY Liquidity measures the ability to satisfy current and future cash flow needs as they become due. Maintaining a level of liquid funds through asset / liability management seeks to ensure that these needs are met at a reasonable cost. On the asset side, liquid funds are maintained in the form of cash and due from banks, federal funds sold, investment securities maturing within one year, and security and loan payments. Liquid assets amounted to $112.8 million and $118.5 million at March 31, 2004 and December 31, 2003, respectively. This represents 52.7 percent and 54.9 percent of earning assets, and 49.6 percent and 50.9 percent of total assets at March 31, 2004 and December 31, 2003, respectively. 18 On the liability side, the primary source of funds available to meet liquidity needs is our core deposit base, which generally excludes certificates of deposit over $100 thousand . Core deposits averaged approximately $142.5 million for the three months ended March 31, 2004 and $143.9 million for the year ended December 31, 2003, representing 66.6 percent and 66.7 percent of average earning assets. Short-term and long-term borrowings through repurchase agreements, Federal Home Loan Bank advances and large dollar certificates of deposit, generally those over $100 thousand, are used as supplemental funding sources. Additional liquidity is derived from scheduled loan and investment payments of principal and interest, as well as prepayments received. Our cash requirements consist primarily of dividends to shareholders. This cash need is routinely satisfied by dividends collected from the bank along with cash and investments owned. Projected cash flows from this source are expected to be adequate to pay dividends, given the current capital levels and current profitable operations of the bank. In addition, we may repurchase shares of our outstanding common stock for benefit plans and other corporate purposes. The cash required for a purchase of shares can be met by using our own funds, dividends received from the bank, and borrowed funds. As of March 31, 2004, we had $61.1 million of securities available for sale recorded at their fair value, compared with $62.8 million at December 31, 2003. As of March 31, 2004, the investment securities available for sale had an unrealized gain of $478 thousand, net of deferred taxes, compared with an unrealized gain of $376 thousand, net of deferred taxes, at December 31, 2003. These securities are not considered trading account securities which may be sold on a continuous basis, but rather are securities which may be sold to meet our various liquidity and interest rate requirements. In accordance with disclosures required by EITF NO. 03-1, the summary below shows the gross unrealized losses and fair value, aggregated by investment category that individual securities have been in a continuous unrealized loss position for less than or more than 12 months as of March 31, 2004: Description of Security Less than 12 months 12 months or more Total ----------------------- ------------------- ----------------- ----- Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Loss Loss Loss Obligations of U.S. Government Corporations and Agencies Mortgage backed $10,322,762 $75,511 $2,900,178 $24,980 $13,222,940 $100,491 Other 0 0 0 0 0 0 Marketable Equity Securities 50,601 3,673 31,721 11,957 82,322 15,630 TOTAL $10,373,363 $79,184 $2,931,899 $36,937 $13,305,262 $116,121 The Corporation invests in various forms of agency debt including mortgage backed securities and callable agency debt. The fair market value of these securities is influenced by market interest rates, prepayment speeds on mortgage securities, bid to offer spreads in the market place and credit premiums for various types of agency debt. These factors change continuously and therefore the market value of these securities may be higher or lower than the Corporations carrying value at any measurement date. The Corporation's marketable equity securities represent common stock positions in various financial institutions. The fair market value of these equities tends to fluctuate with the overall equity markets as well as the trends specific to each institution. The Corporation has both the intent and ability to hold the securities contained in the previous table for a time necessary to recover the cost. Non-Performing Assets Shown below is a summary of past due and non-accrual loans: (Dollars in thousands) March 31, 2004 December 31, 2003 Past due and non-accrual: Days 30 - 89 $ 720 $ 585 Days 90 plus 119 269 Non-accrual 1,503 1,852 ------ ------ Total $2,342 $2,706 Past due and non-accrual loans decreased 17.4 percent from 2.7 million at December 31, 2003 to 2.3 million at March 31, 2004. The loan delinquency expressed as a ratio to total loans was 1.6 percent at March 31, 2004 and 1.8 percent at December 31, 2003. The provision for loan losses for the first quarter of 2004 and 2003 was $50 thousand. We plan on decreasing the provision during the second quarter of 2004 to $30 thousand. Management is diligent in its efforts to reduce these delinquencies and has increased monitoring and review of current loans to foresee future delinquency occurrences and react to them quickly. 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 we reasonably expect will materially impact future operating results, liquidity, or capital resources, or (ii) represent material credits about which we are aware of any information which causes us to have serious doubts as to the ability of such borrowers to comply with the loan repayment terms. We adhere to principles provided by Financial Accounting Standards Board Statement No. 114, "Accounting by Creditors for Impairment of a Loan" - Refer to Note 2 above for other details. The following analysis provides a schedule of loan maturities / interest rate sensitivities. This schedule presents a repricing and maturity analysis as required by the FFIEC: 19 (Dollars in Thousands) MATURITY AND REPRICING DATA FOR LOANS AND LEASES March 31, 2004 -------------- Closed-end loans secured by first liens and 1-4 family residential properties with a remaining maturity or repricing frequency of: (1) Three months or less $ 2,800 (2) Over three months through 12 months 13,309 (3) Over one year through three years 27,307 (4) Over three years through five years 2,809 (5) Over five years through 15 years 21,281 (6) Over 15 years 356 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 26,340 (2) Over three months through 12 months 13,847 (3) Over one year through three years 15,749 (4) Over three years through five years 8,903 (5) Over five years through 15 years 11,834 (6) Over 15 years 415 -------- Sub-total $144,950 Add: Non-accrual loans not included above 1,503 Less: Unearned income (53) -------- Total Loans and Leases $146,400 ALLOWANCE FOR LOAN LOSSES Because our loan portfolio and delinquencies contains a significant number of commercial loans with relatively large balances the deterioration of one or several of these loans may result in a possible significant increase in loss of interest income, higher carrying costs, and an increase in the provision for loan losses and loan charge-offs. We maintain an allowance for loan losses to absorb any loan losses based on our historical experience, an evaluation of economic conditions, and regular reviews of delinquencies and loan portfolio quality. In evaluating our allowance for loan losses, we segment our loans into the following categories: - Commercial (including investment property mortgages), - Residential mortgages, and - Consumer. We evaluate some loans as a homogeneous group and others on an individual basis. Commercial loans with balances exceeding $250 thousand are reviewed individually. After our evaluation of these loans, we determine the required allowance for loan losses based upon the following considerations: - Historical loss levels, - Prevailing economic conditions, - Delinquency trends, - Changes in the nature and volume of the portfolio, - Concentrations of credit risk, and - Changes in loan policies or underwriting standards. Management and the Board of Directors review the adequacy of the reserve on a quarterly basis and adjustments, if needed, are made accordingly. For the Three Months Ending March 31, Amounts in thousands 2004 2003 -------------------- --------- --------- Average loans outstanding: $ 147,015 $ 150,025 --------- --------- Total loans at end of period 146,400 149,066 --------- --------- Balance at beginning of period 1,415 1,298 Total charge-offs (116) (19) Total recoveries 16 21 --------- --------- Net charge-offs (100) 2 Provision for loan losses 50 50 --------- --------- Balance at end of period $ 1,365 $ 1,350 --------- --------- Net charge-offs as a percent of average loans outstanding during period .01% .01% Allowance for loan losses as a percent of total loans .96% .91% The allowance for loan losses is based on our 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 bank's 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. CAPITAL ADEQUACY A major strength of any financial institution is a strong capital position. This capital is very critical as it must provide growth, dividend payments to shareholders, and absorption of unforeseen losses. Our federal regulators provide standards that must be met. These standards measure "risk-adjusted" assets against different categories 20 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 the standards of Tier I Capital and Total Qualifying Capital. Tier I Capital is common shareholders' equity. Total Qualifying Capital includes so-called Tier II Capital which is common shareholders' equity and the allowance for loan and lease losses. The allowance for loan and lease losses must be lower than or equal to common shareholders' equity to be eligible for Total Qualifying Capital. We exceed all minimum capital requirements as reflected in the following table: March 31, 2004 December 31, 2003 -------------------- -------------------- Minimum Minimum Calculated Standard Calculated Standard Ratios Ratios Ratios Ratios ---------- -------- ---------- -------- Risk Based Ratios: Tier I Capital to risk-weighted assets 18.27% 4.00% 18.53% 4.00% Total Qualifying Capital to risk-weighted assets 19.24% 8.00% 19.46% 8.00% Additionally, certain other ratios also provide capital analysis as follows: March 31, December 31, 2004 2003 --------- ------------ Tier I Capital to average assets 12.05% 11.77% We believe that the bank's current capital position and liquidity positions are strong and that its capital position is adequate to support its operations. Book value per share amounted to $22.02 at March 31, 2004, compared with $21.63 per share at December 31, 2003. Cash dividends declared amounted to $.17 per share, for the three months ended March 31, 2004, equivalent to a dividend payout ratio of 42.63 percent, compared with 40.63 percent for the same period in 2003. Our Board of Directors continues to believe that cash dividends are an important component of shareholder value and that, at the bank's current level of performance and capital, we expect to continue our current dividend policy of a quarterly cash distribution of earnings to our shareholders. 21 CONTROLS AND PROCEDURES Evaluation of Our Disclosure Controls and Internal Controls. Within the 90-day period prior to the date of this report on Form 10-K, we evaluated the effectiveness of the design and operation of our "disclosure controls and procedures" (Disclosure Controls), and our "internal controls and procedures for financial reporting" (Internal Controls). This evaluation (the Controls Evaluation) was done under the supervision and with the participation of management, including our Chief Executive Officer (CEO) and Chief Financial Officer (Treasurer). Rules adopted by the SEC require that, in this section of this report, we present the conclusions of the CEO and the Treasurer about the effectiveness of our Disclosure Controls and Internal Controls based on and as of the date of the Controls Evaluation. CEO and CFO Certifications. Appearing at Exhibits 31.1, 31.2, 32.1 and 32.2 of this report are two separate forms of "Certifications" for each of the CEO and the Treasurer. This section of this report which you are currently reading is the information concerning the Controls Evaluation referred to in the Section 302 Certification and this information should be read in conjunction with the Section 302 Certification for a more complete understanding of the topics presented. Disclosure Controls and Internal Controls. Disclosure Controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 (Exchange Act), such as this report, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules. Disclosure Controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the CEO and Treasurer, as appropriate, to allow timely decisions regarding required disclosure. The Corporation has created a disclosure committee. The committee consists of ten key management personnel. The purpose of the committee is to verify that all internal controls and procedures are in place in each area of authority. Whistle Blowing procedures have been put in place and communicated to all directors and employees. The disclosure committee meets quarterly before each quarter end. We design Internal Controls procedures with the objective of providing reasonable assurance that: (1) our transactions are properly authorized; (2) our assets are safeguarded against unauthorized or improper use; and (3) our transactions are properly recorded and reported, all to permit the preparation of our financial statements in conformity with generally accepted accounting principals. Limitations on the Effectiveness of Controls. Our management, including the CEO and Treasurer, does not expect that our Disclosure Controls or our Internal Controls will prevent all error or all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits or controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company and the Bank have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies and procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Scope of the Controls Evaluation. The CEO and Treasurer evaluation of our Disclosure Controls and Internal Controls included a review of the controls' objectives and design, the control's implementation by us and the Bank and the effect of the controls on the information generated for use in this report. In the course of the Controls Evaluation, we sought to identify data errors, controls problems or acts of fraud and to confirm that appropriate corrective action, including process improvements, were being undertaken. This type of evaluation will be done on a quarterly basis so that the conclusions concerning controls effectiveness can be reported in our Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. Our Internal Controls are also evaluated on an ongoing basis by our Outside Internal Auditors, by other personnel in the Bank and by our external independent auditors in connection with their audit and review activities. The overall goals of these various evaluation activities are to monitor our Disclosure Controls and Internal Controls and to make modifications as necessary. Our intent in this regard is that the Disclosure Controls and Internal Controls will be maintained as dynamic systems that change (including with improvements and corrections) as conditions warrant. Among other matters, we sought in our evaluation to determine whether there were any "significant deficiencies" or "material weaknesses" in our and the Bank's Internal Controls, or whether we had identified any acts of fraud involving personnel who have a significant role in our and the Bank's Internal Controls. This information was important both for the Controls Evaluation generally and because items 5 and 6 in the Section 302 Certifications of the CEO and Treasurer require that the CEO and Treasurer disclose that information to our Board's Audit Committee and to our independent auditors and to report on related matters in this section of our Annual Report. In the professional auditing literature, "significant deficiencies" are referred to as "reportable conditions"; these are control issues that could have a significant adverse effect on the ability to record, process, summarize and report financial data in the financial statements. A "material weakness" is defined in the auditing literature as a particularly serious reportable condition where the internal control does not reduce to a relatively low level the risk that misstatements caused by error or fraud may occur in amounts that would be material in relation to the financial statements and not be detected within a timely period by employees in the normal course of performing their assigned functions. In addition, we sought to deal with other controls matters in the Controls Evaluation, and in each case if a problem was identified, we considered what revision, improvement and/or correction to make in accord with our on-going procedures. In accord with SEC requirements, the CEO and Treasurer note that, since the date of the Controls Evaluation (Evaluation Date) to the date of this Annual Report, there have been no significant changes in Internal Controls or in other factors that could significantly affect Internal Controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Conclusions. Based upon the Controls Evaluation, our CEO and Treasurer have concluded that, subject to the limitations noted above, our Disclosure Controls are effective to ensure that material information relating to CCFNB Bancorp, Inc. and its consolidated subsidiaries is made known to management, including the CEO and Treasurer, particularly during the period when our Exchange Act periodic reports are being prepared, and that our Internal Controls are effective to provide reasonable assurance that our financial statements are fairly presented in conformity with generally accepted accounting principles. 22 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 - Northing 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. 23 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/ Lance O. Diehl ------------------------------------- Lance O. Diehl President and CEO Date: May 10, 2004 By /s/ Virginia D. Kocher ------------------------------------- Virginia D. Kocher Treasurer Date: May 10, 2004 24 EXHIBIT 31.1 CCFNB BANCORP, INC. CEO CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Lance O. Diehl, certify that: 1. I have reviewed this quarterly report on Form 10-Q of CCFNB Bancorp, Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d - 15 (e) and internal control over financial reporting (as defined in Exchange act Rules 13a-15(f) and 15d-15(f) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles: (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting, Date: May 10, 2004 /s/ Lance O. Diehl ------------------------- Lance O. Diehl Chief Executive Officer 25 EXHIBIT 31.2 CCFNB BANCORP, INC. CEO CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Virginia D. Kocher, certify that: 1. I have reviewed this quarterly report on Form 10-Q of CCFNB Bancorp, Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d - 15 (e) and internal control over financial reporting (as defined in Exchange act Rules 13a-15(f) and 15d-15(f) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles: (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (c) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (d) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting, Date: May 10, 2004 /s/ Virginia D. Kocher ------------------------------ Virginia D. Kocher Principal Financial Officer CCFNB BANCORP, INC. CEO CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of CCFNB Bancorp, Inc. (the "Company") on Form 10-Q for the quarter-ended March 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Lance O. Diehl, Chief Executive Officer of the Company, and I ,Virginia D. Kocher, the Principal Financial Officer of the company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly represents, in all material respects, the financial condition and result of operations of the Company. Date: May 10, 2004 /s/ Lance O. Diehl ------------------------------- Lance O. Diehl Chief Executive Officer Date: May 10, 2004 /s/ Virginia D. Kocher ------------------------------- Virginia D. Kocher Principal Financial Officer