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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 2, 1999
CNB FINANCIAL CORP.
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(Exact name of Registrant as specified in its Charter)
New York 000-23730 22-3203747
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(State or other jurisdiction (SEC File No.) (IRS Employer
of incorporation) Identification
Number)
24 Church Street, Canajoharie, NY 13317
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (518) 673-3243
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Not Applicable
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(Former name or former address, if changed since last Report)
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CNB FINANCIAL CORP.
INFORMATION TO BE INCLUDED IN REPORT
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Item 5. Other Events.
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Revised Operating Results
On August 2, 1999, CNB Financial Corp. announced its revised operating
results for the three and six month periods ended June 30, 1999 to reflect
recently announced developments relating to the issuer of a corporate bond held
in the Company's portfolio. The press release discussing the revised operating
results is filed herewith as Exhibit 99.1 and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
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(c) Exhibits.
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99.1 - Press Release dated August 2, 1999, discussing the
Registrant's revised operating results.
EXHIBIT INDEX
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Exhibit Number Description Page
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99.1 - Press Release dated August 2, 1999, discussing the 1
Registrant's revised operating results.
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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 CORP.
Date: August 4, 1999 By: /s/ Peter J. Corso
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Peter J. Corso
Chief Financial Officer
(Duly Authorized Representative)
Exhibit 99.1
FOR IMMEDIATE RELEASE
FOR MORE INFORMATION CONTACT:
PETER J. CORSO
(518) 673-3243
CNB FINANCIAL CORP. ANNOUNCES
REVISED SECOND QUARTER EARNINGS
CANAJOHARIE, New York (August 2, 1999) --- CNB Financial Corp. (NASDAQ: CNBF)
announced revised operating results for the three and six month periods ended
June 30, 1999 to reflect recently announced developments relating to the issuer
of a corporate bond held in the Company's portfolio.
Revised net income for the second quarter of 1999 amounted to $1.295 million,
compared to the $1.806 million reported for the second quarter of 1998 while
revised net income for the six months ended June 30, 1999 amounted to $3.146
million, compared to the $3.576 million reported for the six months ended June
30, 1998.
The Company's stockholders' equity at June 30, 1999 was $58.501 million
including an unrealized pre-tax loss of $1.187 million on a corporate bond
position in its available for sale portfolio. Subsequent to the Company's
release of its second quarter operating results, additional information about
the issuer of the corporate bond became available which has led the Company to
conclude that the value is other than temporarily impaired and is revising
second quarter operating results to reflect a non-cash charge which reduces net
income by $879,000 after tax ($1.187 million pre-tax) while stockholders' equity
remains unchanged at $58.501 million. Revised diluted earnings per share
amounted to $.17 for the quarter ended June 30, 1999 compared to diluted
earnings per share of $.23 for the quarter ended June 30, 1998 and revised
diluted earnings per share for the six months ended June 30, 1999 amounted to
$.41 compared to diluted earnings per share of $.46 for the six months ended
June 30, 1998. Cash dividends paid to shareholders in the first six months of
1999 totaled $.16 per share, or 14% higher than the $.14 per share paid in the
first six months of 1998.
Excluding the write-down of the corporate bond, net income for the second
quarter of 1999 amounted to $2.174 million, a 20.4% increase over the $1.806
million reported for the second quarter of 1998, while net income for the six
months ended June 30, 1999 amounted to $4.025 million, a 12.6% increase over the
$3.576 million reported for the six months ended June 30, 1998. Diluted earnings
per share amounted to $.29 for the quarter ended June 30, 1999, a 26.1% increase
compared to diluted earnings per share of $.23 for the quarter ended June 30,
1998 and diluted earnings per share for the six months ended June 30, 1999
amounted to $.53, a 15.2% increase compared to diluted earnings per share on the
same basis of $.46 for the six months ended June 30, 1998. The improvement in
earnings (excluding the write-down) for the quarter and six month period ended
June 30, 1999 resulted mainly from increases in net interest income despite a
decreasing net interest margin, an increase in other income resulting mainly
from net gains on security transactions and fiduciary income. Additionally,
other expenses decreased for the period ended June 30, 1999 when compared to
June 30, 1998.
Total assets amounted to $745.4 million at June 30, 1999, up 9.3% compared to
$681.7 million at June 30, 1998. Excluding the write-down of the corporate bond,
return on average assets for the six-month period ended June 30, 1999 was 1.11%
as compared to 1.06% last year while return on average equity amounted to 13.90%
for the six-month period ended June 30, 1999 compared to 12.98% for 1998.
Central National Bank, Canajoharie ("CNB"), a subsidiary of CNB Financial Corp.,
recently announced that the Bank has entered into a definitive agreement with
Astoria Federal Savings and Loan Association to acquire five retail banking
offices located in the New York counties of Otsego and Chenango. Under the terms
of the agreement, CNB will acquire all of the deposit liabilities (approximately
$164 million) in addition to the five banking offices. Donald L. Brass,
President and Chief Executive Officer of CNB stated, " With the exception of the
non-recurring charge to income, I am very pleased with the events of the first
half of 1999. I believe we are seeing the benefits of our now completed 18-month
profit enhancement program as witnessed by the increased core earnings for the
six month period, and in particular, the strong second quarter results. In
addition, the acquisition of the five Astoria branches is bringing our goal of
becoming a $1 billion asset financial service provider by year-end 2000 closer
to realization." The transaction, which is subject to regulatory approval, is
anticipated to close in the third quarter of 1999.
Headquartered in Canajoharie, New York, CNB Financial Corp. is the holding
company for Central National Bank, Canajoharie, and Central Asset Management,
Inc. Central National Bank provides a broad range of deposit and loan products
to area consumers, businesses and government entities. The bank operates 20 full
service branch offices and two financial service centers throughout seven
counties in Central New York. Central Asset Management provides investment
advisory services. Visit our web site on the World Wide Web at
http://www.canajocnb.com.
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CNB Financial Corp.
Unaudited Consolidated Financial Highlights
(Dollars in thousands)
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Quarterly Data 06/30/99 06/30/98 Change
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Summary of Operations:
Net interest income $6,802 $6,702 1.5%
Provision for loan losses 450 140 221.4%
Other income * 176 981 (82.1)%
Other expenses 4,776 5,099 (6.3)%
Net income 1,295 1,806 (28.3)%
Net income ** 2,174 1,806 20.4%
Performance Ratios (Annualized):
Net interest margin (tax equivalent) 4.03% 4.18%
Return on average assets ** 1.19% 1.03%
Return on average equity ** 14.72% 12.99%
Year-to-Date Data (y-t-d)
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Summary of Operations:
Net interest income $13,514 $13,156 2.7%
Provision for loan losses 720 290 148.3%
Other income * 1,266 1,980 (36.1)%
Other expenses 9,795 10,009 (2.1)%
Net income 3,146 3,576 (12.0)%
Net income ** 4,025 3,576 12.6%
Performance Ratios (Annualized):
Net interest margin (tax equivalent) 4.05% 4.27%
Return on average assets ** 1.11% 1.06%
Return on average equity ** 13.90% 12.98%
06/30/99 06/30/98
Balance Sheet Data: -------- --------
Assets $745,387 $681,684
Deposits 607,766 587,305
Gross loans 403,774 368,533
Allowance for loan losses 8,452 8,394
Non-performing loans 6,283 6,827
Stockholders' equity 58,501 56,041
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* Includes write-down of corporate bond of $879,000, net of tax.
** Excludes after tax $879,000 write-down of corporate bond.
Return on average assets and return on average equity including the $879,000
after tax write-down of a corporate bond was 0.71% and 10.86% for the quarter
ended June 30, 1999 and 0.86% and 8.77% for the six months ended June 30, 1999.
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August 2, 1999
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