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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2003
------------------
Commission file number: 33-66014
--------
FNB Financial Corporation
-------------------------
(Exact name of registrant as specified in its charter)
Commonwealth of Pennsylvania 23-2466821
- ------------------------------- ----------------------
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
101 Lincoln Way West, McConnellsburg, PA 17233
- -------------------------------------------- -------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 717-485-3123
---------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
YES X NO
------- ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at September 30, 2003
- ------------------------------- ---------------------------------
(Common stock, $0.315 par value) 800,000
Page 1 of 35
FNB FINANCIAL CORPORATION
INDEX
Page
PART I - FINANCIAL INFORMATION
Condensed consolidated balance sheets -
September 30, 2003 and December 31, 2002 4
Condensed consolidated statements of income -
Three months ended September 30, 2003 and 2002 5
Condensed consolidated statements of income -
Nine months ended September 30, 2003 and 2002 6
Condensed consolidated statements of comprehensive income -
Nine months ended September 30, 2003 and 2002 7
Condensed consolidated statements of cash flows -
Nine months ended September 30, 2003 and 2002 8
Notes to condensed consolidated financial
Statements 9 - 10
Management's discussion and analysis of financial
condition and results of operations 11 - 14
PART II - OTHER INFORMATION 16
Signatures 17
Exhibits 18 - 35
Page 2 of 35
PART I - FINANCIAL INFORMATION
Page 3 of 35
FNB FINANCIAL CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2003 December 31,
2002*
(Unaudited) (Audited*)
ASSETS
Cash and due from banks $ 4,258,570 $ 3,650,351
Interest-bearing deposits with banks 1,473,997 968,266
Investment securities
Held-to-maturity (Market value -
2003 $ 356,159 and 2002
$ 692,188) 357,068 692,839
Available-for-sale 30,043,895 20,583,684
Federal Reserve, Atlantic Central Bankers
Bank, Federal Home Loan Bank 1,170,300 666,000
Loans 104,199,690 101,455,355
Less: Allowance for loan losses ( 991,067) ( 928,488)
---------------- ----------------
Loans, net 103,208,623 100,526,867
Bank building, equipment, furniture &
fixtures, net 3,305,181 2,723,375
Accrued interest receivable 598,375 658,856
Deferred income tax charges 129,445 51,703
Other real estate owned 66,512 66,512
Cash surrender value of life insurance 2,724,716 2,405,020
Other assets 819,186 371,932
---------------- ----------------
Total assets $ 148,155,868 $ 133,365,405
=============== ===============
LIABILITIES
Deposits
Demand deposits $ 20,408,656 $ 13,930,687
Savings deposits 28,673,209 30,520,623
Time certificates 68,514,065 65,934,931
Other time deposits 734,730 306,118
---------------- ----------------
Total deposits 118,330,660 110,692,359
Accrued interest payable & other
liabilities 845,070 999,564
Liability for other borrowed funds 14,228,576 7,232,659
Dividends payable 136,000 264,000
---------------- ----------------
Total liabilities 133,540,306 119,188,582
---------------- ----------------
STOCKHOLDERS' EQUITY
Capital stock, common, par value -
$ 0.315; 12,000,000 shares authorized,
800,000 outstanding 252,000 252,000
Additional paid-in capital 1,789,833 1,789,833
Retained earnings 12,335,816 11,746,170
Accumulated other comprehensive income 237,913 388,820
---------------- ----------------
Total stockholders' equity 14,615,562 14,176,823
---------------- ----------------
Total liabilities and
stockholders' equity $ 148,155,868 $ 133,365,405
=============== ===============
*Condensed from audited financial statements.
The accompanying notes are an integral part of these
condensed financial statements.
Page 4 of 35
FNB FINANCIAL CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended September 30, 2003 and 2002
(UNAUDITED)
2003 2002
Interest & Dividend Income
Interest & fees on loans $ 1,858,225 $ 1,826,087
Interest on investment securities:
Obligations of other U.S. Government
Agencies 54,998 121,975
Obligations of State & Political
Subdivisions 84,567 98,059
Interest on deposits with banks 7,941 23,152
Dividends on Equity Securities 4,140 7,551
Interest on federal funds sold 1,400 4,817
------------- -------------
Total Interest & Dividend Income 2,011,271 2,081,641
------------- -------------
Interest Expense
Interest on deposits 733,161 841,509
Interest on other borrowed money 108,488 89,377
Total interest expense 841,649 930,886
------------- -------------
Net interest income 1,169,622 1,150,755
Provision for loan losses 36,000 37,000
------------- -------------
Net interest income after provision
for loan losses 1,133,622 1,113,755
------------- -------------
Other income
Service charges on deposit accounts 75,955 73,550
Other service charges, collection & exchange
charges, commissions and fees 68,141 18,166
Other income 29,354 55,868
Net gain/(loss) on disposal of other
real estate 0 15,673
Net securities gains/(losses) 989 18,836
------------- -------------
Total other income 174,439 182,093
------------- -------------
Other expenses 1,001,156 890,455
------------- -------------
Income before income taxes 306,905 405,393
Applicable income taxes 62,000 155,866
------------- -------------
Net income $ 244,905 $ 249,527
============= =============
Earnings per share of Common Stock:
Net income per share $ 0.31 $ 0.31
Cash dividend declared per share $ 0.17 $ 0.15
Weighted average number of shares outstanding 800,000 800,000
The accompanying notes are an integral part of these
condensed financial statements.
Page 5 of 35
FNB FINANCIAL CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Nine Months Ended September 30, 2003 and 2002
(UNAUDITED)
2003 2002
Interest & Dividend Income
Interest & fees on loans $5,338,779 $5,367,611
Interest on investment securities:
Obligations of other U.S. Government Agencies 458,581 392,021
Obligations of State & Political Subdivisions 263,483 307,471
Interest on deposits with banks 28,518 43,489
Dividends on Equity Securities 22,462 19,990
Interest on federal funds sold 6,368 59,706
---------- ----------
Total Interest & Dividend Income 6,118,191 6,190,288
---------- ----------
Interest Expense
Interest on deposits 2,226,061 2,589,934
Interest on other borrowed money 298,746 254,428
---------- ----------
Total interest expense 2,524,807 2,844,362
---------- ----------
Net interest income 3,593,384 3,345,926
Provision for loan losses 108,000 103,000
---------- ----------
Net interest income after
provision for loan losses 3,485,384 3,242,926
---------- ----------
Other income
Service charges on deposit accounts 224,411 219,193
Other service charges, collection & exchange
charges, commissions and fees 208,679 152,992
Other income 107,005 119,862
Net gain/(loss) on sale of other real estate 0 15,673
Net gain/(loss) on disposal of other assets 0 ( 1,636)
Net securities gains/(losses) 49,046 26,861
---------- ----------
Total other income 589,141 532,945
---------- ----------
Other expenses 2,813,911 2,575,680
---------- ----------
Income before income taxes 1,260,614 1,200,191
Applicable income taxes 302,968 307,912
---------- ----------
Net income $ 957,646 $ 892,279
========== ==========
Earnings per share of Common Stock:
Net income per share $ 1.20 $ 1.12
Cash dividend declared per share $ 0.46 $ 0.41
Weighted average number of shares outstanding 800,000 800,000
The accompanying notes are an integral part of these
condensed financial statements.
Page 6 of 35
FNB FINANCIAL CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Nine Months Ended September 30, 2003 and 2002
(UNAUDITED)
2003 2002
Net Income $ 957,646 $ 892,279
---------- ----------
Other Comprehensive:
Gross unrealized holding gains (losses) ( 179,603) 395,745
Reclassification adjustment for (gains) losses realized
in net income ( 49,046) ( 26,861)
---------- ----------
Net unrealized holding gains (losses) before taxes ( 228,649) 368,884
Tax effect 77,742 ( 125,420)
---------- ----------
Other comprehensive income (loss) ( 150,907) 243,464
---------- ----------
Comprehensive Income $ 806,739 $1,135,743
========== ==========
The accompanying notes are an integral part of these
condensed financial statements.
Page 7 of 35
FNB FINANCIAL CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 2003 and 2002
2003 2002
Cash flows from operating activities:
Net income $ 957,646 $ 892,279
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation & amortization 241,226 198,913
Provision for loan losses 108,000 103,000
Net (gain)/loss on sales of investments ( 49,046) ( 26,861)
Loss on Disposal of Other Assets (Net) 0 1,636
(Gain)/loss on disposal of other real
estate 0 ( 15,673)
Increase (decrease) in deferred taxes 0 122,745
Increase (decrease) in accrued interest
receivable 60,481 ( 61,367)
Increase in cash value of life insurance ( 319,696) ( 68,918)
Increase (decrease) in accrued interest
payable and other liabilities ( 154,494) ( 204,703)
(Increase) decrease in other assets ( 413,686) ( 94,005)
------------- -------------
Net cash provided (used) by operating activities: 430,431 847,046
------------- -------------
Cash flows from investing activities:
Net (increase) decrease in interest-bearing
deposits with banks ( 505,731) 1,712,198
Purchases of available-for-sale securities ( 16,860,180) ( 1,432,843)
Proceeds from maturities and calls of
securities 7,377,043 4,231,613
Proceeds sale of available-for-sale securities 179,094 196,577
Net (increase) decrease in loans ( 2,789,756) ( 7,705,410)
Proceeds from sale of other real estate owned 0 52,729
Purchases of bank premises & equipment (net) ( 823,032) ( 57,256)
Purchases of investment in insurance company ( 33,568) ( 8,000)
(Purchase) sale of other bank stock ( 504,300) 321,900
------------- -------------
Net cash provided (used) by investing activities ( 13,960,430) ( 2,688,492)
------------- -------------
Cash flows from financing activities:
Net increase (decrease) in deposits 7,638,301 358,812
Net increase (decrease) in other borrowings 6,995,917 ( 4,320)
Cash dividends paid ( 496,000) ( 424,000)
------------- -------------
Net cash provided (used) by financing activities 14,138,218 ( 69,508)
------------- -------------
Net increase (decrease) in cash & cash
equivalents 608,219 ( 1,910,954)
Cash & cash equivalents, beginning balance 3,650,351 11,400,929
------------- -------------
Cash & cash equivalents, ending balance $ 4,258,570 $ 9,489,975
============= =============
The accompanying notes are an integral part of these
condensed financial statements.
Page 8 of 35
FNB FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
(UNAUDITED)
REVIEW OF INTERIM FINANCIAL STATEMENTS
The condensed consolidated financial statements as of and for the three and
nine month periods ended September 30, 2003 and 2002 have been reviewed by
independent certified public accountants. Their report on their review is
attached as Exhibit 99 to this 10-Q.
NOTE 1 - BASIS OF PRESENTATION
The financial information presented at and for the nine months ended
September 30, 2003 and September 30, 2002 is unaudited. Information
presented at December 31, 2002, is condensed from audited year-end
financial statements. However, this unaudited information reflects all
adjustments, consisting solely of normal recurring adjustments, that are,
in the opinion of management, necessary for a fair presentation of the
financial position, results of operations and cash flows for the interim
period.
NOTE 2 - PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the
corporation and its wholly-owned subsidiaries, The First National Bank of
McConnellsburg and FNB Mortgage Broker's Inc. All significant inter-
company transactions and accounts have been eliminated.
NOTE 3 - CASH FLOWS
For purposes of the statements of cash flows, the corporation has defined
cash and cash equivalents as those amounts included in the balance sheet
captions "cash and due from banks" and "federal funds sold". As permitted
by Statement of Financial Accounting Standards No. 104, the corporation has
elected to present the net increase or decrease in deposits in banks, loans
and deposits in the statement of cash flows.
NOTE 4 - FEDERAL INCOME TAXES
For financial reporting purposes the provision for loan losses charged to
operating expense is based on management's judgment, whereas for federal
income tax purposes, the amount allowable under present tax law is
deducted. Additionally, certain expenses are charged to operating expense
in the period the liability is incurred for financial reporting purposes,
whereas for federal income tax purposes, these expenses are deducted when
paid. As a result of these timing differences, deferred taxes were
computed after reducing pre-tax accounting income for nontaxable municipal
and loan income.
Page 9 of 35
NOTE 5 - OTHER COMMITMENTS
In the normal course of business, the bank makes various commitments and
incurs certain contingent liabilities which are not reflected in the
accompanying financial statements. These commitments include various
guarantees and commitments to extend credit. The bank does not anticipate
any losses as a result of these transactions.
Note 6 - FORMATION OF A NEW SUBSIDIARY
In the second quarter of 2003, FNB Financial Corporation formed a new
company called FNB Mortgage Brokers, Inc. The company was organized as a
"C" Corporation and is a wholly-owned subsidiary of FNB Financial
Corporation. The company's primary activity is to broker secondary
mortgage loans in the Pennsylvania and Maryland markets. On August 29,
2003, FNB Mortgage Brokers, Inc. acquired substantially all the assets of
MMI Mortgage Brokers, Inc. and entered into an executive employment
agreement with the owner of MMI. The purchase price of the assets acquired
by FNB was $ 25,000. The executive employment agreement with the former
owner of MMI is attached as Exhibit 10 to this Form 10-Q.
Page 10 of 35
FNB FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
SUMMARY
Net income for the first nine months of 2003 was $ 957,646, compared to
$ 892,279 for the first nine months of 2002. This represents an increase of
$ 65,367 or 7.33% from 2002. Net income on an adjusted per share basis for the
first nine months of 2003 was $ 1.20 which is an increase of $ 0.08 from the
$ 1.12 per share for the nine months ended September 30, 2002.
NET INTEREST INCOME
Total interest and dividend income for the first nine months of 2003 was
$ 6,118,191 compared to $ 6,190,288 for the first nine months of 2002, a
decrease of $ 72,097.
The decrease is due primarily to the continuing decline in rates, which has been
offset by the growth in the loan portfolio. This growth was concentrated in
commercial loans and real estate mortgages which increased 8.8% and 8.6%,
respectively, over average balances for the first nine months of 2002.
Effective yields on earning assets continue to be below yields realized in the
first nine months of 2002. The increases in the volume of earning assets and the
shift in the growth of earning assets more toward higher yielding loans has
offset the decreases in average yields to allow interest income to remain
relatively consistent with totals for the first nine months of 2002.
In order to sustain desired net interest margins, deposit rates were lowered to
decrease funding costs.
Interest expense for the nine months ended September 30, 2003, was $ 2,524,807,
a decrease of $ 319,555 from the $ 2,844,362 for the same period in 2002. Total
deposits increased $ 5,608,488 from totals at September 30, 2002. However, the
mix of deposits has shifted away from interest bearing transaction accounts to
demand deposit accounts which represent the lowest cost of funds. This coupled
with the aforementioned general reduction in deposit rates and the increase in
volume of earning assets allowed us to produce a 7.4% increase in net interest
income over the first nine months of 2002.
The net interest margin has increased 15 basis points to 3.88% for the first
nine months of 2003 from that of the first nine months of 2002 which was 3.73%.
Management will continue to competitively price its loan and deposit products to
maintain desired net interest spreads.
Page 11 of 35
PROVISION AND ALLOWANCE FOR LOAN LOSSES
Activity in the allowance for loan losses is summarized as follows:
2003 2002
(000 Omitted)
Allowance for loan losses beginning of the year $ 928 $ 884
Loans charged-off during the year
Real estate mortgages 0 39
Installment loans 90 68
Commercial and all other 0 0
------ ------
Total charge offs 90 107
------ ------
Recoveries of loans previously charged-off:
Real estate mortgages 0 9
Installment loans 45 16
Commercial and all other 0 0
------ ------
Total recoveries 45 25
------ ------
Net loans charged-off (recovered) 45 82
Provision for loan losses charged to operations 108 103
------ ------
Allowance for loan losses, September 30 $ 991 $ 905
====== ======
We utilize a comprehensive systematic review of our loan portfolio on a
quarterly basis in order to determine the adequacy of the Allowance for Loan
losses. Each quarter the loan portfolio is categorized into various Pools as
follows:
POOL #1 Specific allowances for any individually identified
trouble loans
POOL #2 Commercial and Industrial
POOL #3 Commercial and Industrial - Real Estate Secured
POOL #4 Consumer Demand and Installment
POOL #5 Guaranteed Loans and Farmers and Commercial
Lines of credit and non-secured commercial loans with balances of $ 100,000 and
over are individually reviewed. Also, loans that are 90 days or more past due
or have been previously classified as substandard are individually reviewed.
Allocations to the Allowance for Loan Losses are based upon classifications
assigned to those loans.
Loan classifications utilized are consistent with OCC regulatory guidelines and
are as follows:
Allowance Factors
-----------------
Loss Charge-off
Doubtful 20% - 50%
Substandard 10% - 20%
Special Mention 5% - 10%
Watch 1% - 5%
The remaining portion of the Pools are evaluated as groups with allocations made
to the Allowance based on historical loss experience, current and anticipated
trends in delinquencies, and general economic conditions within the bank's
trading area.
Page 12 of 35
In addition to the aforementioned internal loan review, the Bank engaged an
outside Firm to conduct an independent loan review during the first quarter of
2003 in order to validate the methodologies used internally and to independently
test the adequacy of the Allowance for Loan Losses.
Delinquencies are well below peer group averages and management is not aware of
any problem loans that are indicative of trends, events, or uncertainties that
would significantly impact operations, liquidity, or capital.
NON-INTEREST INCOME AND EXPENSES
Total noninterest income for the first nine months of 2003 increased $ 56,196
over totals for the first nine months of 2002 due primarily to service charges
and securities gains. Operating expenses for the period ended September 30,
2003, were $ 2,813,911, a $ 238,231 increase from the operating expenses
incurred for the same period in 2002 of $ 2,575,680. This increase was mainly
the result of increases in personnel costs and data processing costs in
connection with a core system conversion in March 2003.
Our income tax provision for the first nine months of 2003 was $ 302,968 as
compared to $ 307,912 for the first nine months of 2002. We continue to operate
with a marginal tax rate of 34% during 2003. The effective income tax rate for
the first nine months of 2003 was 24.1% compared to 25.6% for the first nine
months of 2002.
BALANCE SHEET AND EQUITY CHANGES
Total assets as of September 30, 2003, were $ 148,155,868, an increase of
$ 15,133,820 from the period ended September 30, 2002, representing an increase
of 11.4%. This increase was primarily due to growth in the loan and investment
portfolios. Loans as of September 30, 2003, were $ 104,199,690 compared to
$ 98,672,896 as of September 30, 2002.
Total equity as of September 30, 2003, was $ 14,615,562, 9.9% of total assets,
as compared to $ 14,195,740, 10.7% of total assets as of September 30, 2002.
The Company's risk based capital ratios continue to exceed regulatory minimum
requirements.
Page 13 of 35
CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. The company maintains
controls and procedures designed to ensure that information required to be
disclosed in the reports that the company files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized, and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed within 90 days of the filing date of this
report, the chief executive and chief financial officers of the company
concluded that the company's disclosure controls and procedures were
adequate.
(b) Changes in internal controls. The Company made no significant changes in
its internal controls or in other factors that could significantly affect
these controls subsequent to the date of the evaluation of the controls by
the Chief Executive or Chief Financial officers.
Page 14 of 35
PART II - OTHER INFORMATION
Page 15 of 35
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
None
Item 3 - Defaults Upon Senior Securities
Not Applicable
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
a. Exhibits:
Exhibit Number
Referred to
Item 601 of
Regulation S-K: Description of Exhibit:
10 Executive employment agreement with Vice President of
FNB Mortgage Brokers, Inc.
31.1 Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350
32.2 Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350
99 Report of Independent Accountant's on Interim Financial
Statements
b. Reports on Form 8-K - None
Page 16 of 35
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.
Date November 11, 2003 /s/John C. Duffey
---------------------- ------------------------------
John C. Duffey, President
and Director of the Company and
President of the Bank)
(Duly Authorized Officer)
Date November 11, 2003 /s/Dale M. Fleck
---------------------- ------------------------------
Dale M. Fleck
Controller of the Bank
(Principal Financial &
Accounting Officer)
Page 17 of 35
Exhibit 10
EXECUTIVE EMPLOYMENT AGREEMENT
This Agreement is made as of this 29th day of August 2003, by and between
FNB FINANCIAL CORPORATION, a Pennsylvania corporation with its principal place
of business at 101 Lincoln Way West, McConnellsburg, PA 17233 ("Corporation");
THE FIRST NATIONAL BANK OF MCCONNELLSBURG, PA, a nationally charted bank with
its principal place of business at 101 Lincoln Way West, McConnellsburg, PA
17233 ("Bank"); FNB Mortgage Brokers, Inc., a Pennsylvania corporation with its
principal place of business at 101 Lincoln Way West, McConnellsburg, PA 17233
("FNB MBI"); and EDGAR W. BARTON, an adult individual and resident of the state
of Maryland ("Executive").
W I T N E S S E T H:
WHEREAS, the Corporation is a registered bank holding company;
WHEREAS, the Bank is a subsidiary of the Corporation;
WHEREAS, FNB MBI is a subsidiary of the Corporation;
WHEREAS, any reference solely to Corporation in this Agreement shall mean
Corporation, Bank or FNB MBI, unless otherwise stated;
WHEREAS, Corporation, Bank, and FNB MBI desire to employ the Executive as
Vice President of FNB MBI under the terms and conditions set forth in this
Agreement; and
WHEREAS, the Executive desires to serve the Corporation, Bank and FNB MBI
in an executive capacity of Vice President under the terms and conditions set
forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement and intending to be legally bound hereby, the parties
agree as follows:
1. TERM OF EMPLOYMENT. The Corporation, Bank and FNB MBI employ the
Executive as Vice President of FNB MBI and the Executive accepts employment as
Vice President of FNB MBI for a period of five (5) years, beginning on the
"Closing Date" (as defined in the Asset Purchase Agreement executed by MMI
Mortgage Brokers, Inc., Edgar W. Barton, FNB Financial Corporation and FNB MBI)
and ending five (5) years later (the "Employment Period") subject, however, to
prior termination of this Agreement as set forth below.
Page 18 of 35
2. POSITION AND DUTIES.
(a) The Executive shall serve as Vice President of FNB MBI, reporting to
the Loan Division Manager, Chief Executive Officers and the Boards of Directors
of the Corporation, Bank and FNB MBI, and shall have those powers and duties as
may from time to time be prescribed by the Chief Executive Officers and the
Boards of Directors of the Corporation, Bank and FNB MBI, provided that such
duties are consistent with the Executive's position as Vice President of FNB
MBI.
(b) The Executive represents to Corporation, Bank and FNB MBI that he is
not subject or a party to any employment agreement, non-competition covenant,
non-disclosure agreement or other agreement, covenant, understanding or
restriction which would prohibit Executive from executing this Agreement and
performing fully his duties and responsibilities under this Agreement, or which
would in any manner, directly or indirectly, limit or affect the duties and
responsibilities which may now or in the future be assigned to Executive by the
Corporation, Bank and FNB MBI.
(c) The Executive shall also be available to assist other subsidiaries or
divisions of the Corporation as he may be directed by the Boards of Directors of
the Corporation, Bank and/or FNB MBI.
3. ENGAGEMENT IN OTHER EMPLOYMENT. The Executive shall devote
substantially all of his working time, ability and attention to the business of
the Corporation, Bank and FNB MBI during the term of this Agreement. Executive
shall be primarily responsible for effectively managing FNB MBI and its
operations and staff in Maryland and Pennsylvania and any other state in which
FNB MBI shall become licensed and/or otherwise approved to operate a mortgage
business. Executive's duties shall include, without limitation, working with
personnel designated by the Chief Executive Officers of Corporation, Bank and/or
FNB MBI, with respect to the following: management of expenses, budgetary
projections and considerations; staff scheduling; development of portfolio loan
products; development of business contacts through personal meetings, sales
meetings with realtors, advertising and other appropriate steps; training
designated loan officers and/or branch managers on criteria for and evaluation
of loan requests for secondary market versus portfolio loans, review of loan
scenarios and applications; loan requests processing; meetings with potential
customers; and completion of loan applications. Except as previously disclosed,
the Executive shall seek and obtain written approval from the Boards of
Directors of Corporation, Bank and FNB MBI, before the Executive engages in any
other business or commercial activities, duties or pursuits, including, but not
limited to, directorships of other companies. Under no circumstances may the
Executive engage in any business or commercial activities, duties or pursuits
which compete with the business or commercial activities of the Corporation,
Bank or FNB MBI or which are prohibited under the provisions of the Bank's Code
of Ethics, nor may the Executive serve as a director or officer or in any other
capacity in a company or financial institution which competes with the
Corporation, Bank and/or FNB MBI.
Page 19 of 35
4. COMPENSATION.
(a) ANNUAL DIRECT SALARY. As compensation for all services rendered by
the Executive under this Agreement, the Executive shall be entitled to receive
from the Corporation an initial salary for 2003 of $75,000 per year (the "Annual
Direct Salary"), payable in substantially equal bi-weekly installments. The
Annual Direct Salary shall be set on January 1st for the stated calendar year at
the following levels: $80,000 for 2004; $85,000 for 2005 and 2006; and $90,000
for 2007.
(b) INCENTIVE COMPENSATION. The Executive will be entitled to receive
twenty-five percent (25%) of FNB MBI's annual net profits. For purposes of this
Agreement, "annual net profits" shall mean FNB MBI's annual taxable income, less
all non-deductible business expenses and taxes paid by FNB MBI. Said sum shall
be paid to the Executive by March 31st of the year following the year for which
annual net profits are being calculated. Notwithstanding any other provision of
this Agreement, annual net profits shall not include any income of FNB MBI that
is derived from any new business resulting from Corporation, Bank or FNB MBI
acquiring or purchasing a mortgage company or business, other than MMI Mortgage
Brokers, Inc. In addition, for the year following execution of this Agreement,
Executive shall be entitled to receive all commissions due and reimbursements of
appraisal fees, credit reports and processing fees for "loans in process" (loans
in process are those loans where the application has been taken and processing
of the loan has been undertaken as of the Closing Date). In addition, Executive
shall be entitled to fifty percent (50%) of all commissions received for loans
originated no later than six months following the Closing Date, where Borrowers
have met with or made contact with Executive prior to the Closing Date. The
loans on which the Executive shall receive said commissions have been mutually
agreed upon by the Executive, Corporation, Bank and are identified in Exhibit
"A," which is attached hereto and incorporated herein by reference. Said
commission payments shall be paid to the Executive no later than thirty (30)
days following FNB MBI's receipt of the commissions.
5. FRINGE BENEFITS, VACATION, EXPENSES, AND PERQUISITES. It is agreed
that nothing paid to the Executive under any of the below, described benefit
plans or arrangements shall be deemed to be in lieu of compensation to the
Executive under this Agreement. The Executive shall be entitled to:
(a) EMPLOYEE BENEFIT PLANS. The Executive shall participate in and
receive benefits under all Corporation employment benefit plans, including
but not limited to any profit sharing plan, retirement plan, savings plan,
stock option plan, pension plan, hospitalization plan, life insurance, and
health and accident plan or arrangement made available by the Corporation
to its executives, to the extent and in the manner allowed by the terms of
the plans. It is understood and agreed that the Executive shall be
entitled to the following benefits, at minimum:
Page 20 of 35
(i) Life Insurance: The Corporation shall provide and maintain
term life insurance for the Executive if he qualifies therefore on a
standard underwriting basis and to the extent that the Corporation
provides life insurance to all other employees of the Corporation.
Such life insurance shall at all times be maintained at an amount
equal to three (3) times Executive's Annual Direct Salary, but in no
event less than an amount equal to Two Hundred Thousand Dollars
($200,000).
(ii) Disability Insurance: The Corporation shall provide and
maintain available both a short-term and long-term disability
insurance policy to the Executive to the extent that the Corporation
provides disability insurance to all other employees of the
Corporation.
(iii) Medical Coverage: All costs of the Executive's medical
insurance for both individual and family coverage will be paid by the
Corporation during the Employment Period; or, in lieu of providing
medical insurance, the Executive may utilize and participate in the
Corporation's "Medical Reimbursement Plan" as provided to all
employees of the Corporation. In the event that the amount of
reimbursement provided by the Medical Reimbursement Plan is less than
the amount that the Executive pays for his share of medical coverage
through his spouse's plan, the difference shall be provided to the
Executive as additional salary. However, in no event will this
reimbursement exceed the amount of the Corporation's insurance premium
for family coverage. Said amount will be reimbursed in a lump sum at
the end of each calendar year. If Corporation increases the amount of
reimbursement provided under the Medical Reimbursement Plan, then
Executive's Annual Direct Salary shall be decreased by an identical
amount.
(b) VACATION AND HOLIDAYS. During the Employment Period, the
Executive shall be entitled to five (5) weeks of paid vacation per calendar
year. In the event that the Executive does not take vacation, or is unable
to take vacation, the Executive's compensation shall be supplemented at the
discretion of the Board of Directors of Corporation. The Executive shall
also be entitled to all paid holidays given by the Corporation to its
employees.
(c) BUSINESS EXPENSES. During the term of his employment under this
Agreement, the Executive shall be entitled to receive prompt reimbursement
for all reasonable expenses incurred by him in performing services under
this Agreement, provided that the Executive properly accounts for the
expenses in accordance with the policies of the Corporation, Bank and FNB
MBI. Reimbursement will occur no later than the pay period following
submission of the expenses.
Page 21 of 35
(d) AUTOMOBILE. The Executive shall be entitled to reimbursement for
mileage that the Executive incurs as a result of his duties under this
Agreement, as permitted under the standard mileage method in the Internal
Revenue Code, at the rate periodically established by the Internal Revenue
Service. Reimbursement shall occur in accordance with the procedures identified
in Section 5(c) of this Agreement.
6. UNAUTHORIZED DISCLOSURE. During the period of his employment
hereunder, or at any later time, the Executive shall not, without the written
consent of the Boards of Directors of the Corporation, Bank and FNB MBI or a
person authorized thereby, knowingly disclose to any person, other than an
employee of the Corporation or a person to whom disclosure is reasonably
necessary or appropriate in connection with the performance by the Executive of
his duties as Vice President of FNB MBI, any material confidential information
obtained by him while in the employ of Corporation, Bank and FNB MBI with
respect to any of the services, products, improvements, formulas, designs or
styles, processes, customers, methods of business or any business practices of
the Corporation, Bank, FNB MBI or any of their subsidiaries or affiliates, the
disclosure of which could be or will be materially damaging to the Corporation,
Bank, FNB MBI or their subsidiaries or affiliates; provided, however, that
confidential information shall not include any information known generally to
the public (other than as a result of unauthorized disclosure by the Executive
or any person with the assistance, consent or at the direction of the Executive)
or any information of a type not otherwise considered confidential by persons
engaged in the same business or a business similar to that conducted by the
Corporation, Bank, FNB MBI or any of their subsidiaries or affiliates, or any
information disclosed as required by law.
7. RESTRICTIVE COVENANT. The Executive hereby acknowledges and
recognizes the highly competitive nature of the business of the Corporation,
Bank, FNB MBI and their subsidiaries and affiliates and accordingly agrees that
within the marketing area of the Corporation, Bank and FNB MBI (defined as any
area within twenty (20) miles of any existing office or existing branch of the
Corporation, Bank, FNB MBI or their subsidiaries or affiliates), he shall not
directly or indirectly compete with the Corporation, Bank, FNB MBI or any of
their subsidiaries or affiliates for a period of one (1) year after the date of
termination of the Executive's employment. The Executive further agrees that
direct or indirect competition includes any of the following:
(a) be engaged (other than by the Corporation, Bank, FNB MBI or their
subsidiaries or affiliates), directly or indirectly, either for his own
account or as agent, consultant, employee, partner, officer, director,
proprietor, investor (except as an investor owning less than 5% of the
stock of a publicly owned company) or otherwise of any person, firm,
corporation or enterprise engaged in lending, including commercial or
residential mortgage services industry (including secondary mortgage
services market);
Page 22 of 35
(b) provide financial or other assistance (other than through
Corporation, Bank, FNB MBI or their subsidiaries or affiliates) to any
person, firm, corporation, or enterprise engaged in lending, including
commercial or residential mortgage services industry (including secondary
mortgage services market);
(c) other than on behalf of the Corporation, Bank, FNB MBI or any of
their subsidiaries or affiliates, solicit, directly or indirectly, current
or former customers or referral sources of the Corporation, Bank, FNB MBI
or any of their subsidiaries or affiliates to become a customer or referral
source of any person or entity other than Corporation, Bank, FNB MBI or
their subsidiaries or affiliates; or
(d) other than on behalf of the Corporation, Bank, FNB MBI or any of
their subsidiaries or affiliates, solicit, directly or indirectly, current
or former employees of the Corporation, Bank, FNB MBI or any of their
subsidiaries or affiliates to become an employee of any person or entity
other than Corporation, Bank, FNB MBI or any of their subsidiaries or
affiliates. For purposes of this Agreement "former employees" shall mean
employees who were employed by Corporation, Bank, FNB MBI or any of their
subsidiaries or affiliates during the year preceding solicitation.
The existence of any immaterial claim or cause of action of the Executive
against the Corporation, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by the Corporation, Bank, FNB
MBI or their subsidiaries or affiliates of this covenant. The Executive agrees
that any breach of the restrictions set forth in Paragraphs 6 or 7 will result
in irreparable injury to the Corporation, Bank, FNB MBI and/or their
subsidiaries or affiliates, for which they shall have no adequate remedy at law
and the Corporation, Bank, FNB MBI and/or their subsidiaries and affiliates
shall be entitled to injunctive relief in order to enforce the provisions
hereof. In the event that this Paragraph shall be determined by any court of
competent jurisdiction to be unenforceable in part by reason of it being too
great a period of time or covering too great a geographical area, it shall be in
full force and effect as to that period of time or geographical area determined
to be reasonable by the Court.
This Section 7 shall not apply to Executive if the Corporation terminates
Executive's employment upon expiration of the Employment Period and this
Agreement or if Corporation discontinues all of its mortgage operations and does
not offer Executive a position with Corporation.
8. TERMINATION. The Executive's employment hereunder may be terminated
without any breach of this Agreement under the following circumstances:
Page 23 of 35
(a) DEATH. The Executive's employment shall terminate upon his death
and Corporation, Bank and FNB MBI shall be relieved of all further
obligations and responsibilities under this Agreement, except as provided
in Section 9 (a) of this Agreement.
(b) DISABILITY.
(i) Suspension of compensation. If, as a result of physical or
mental injury or impairment, the Executive is unable to perform all of
the essential job functions of his position on a full-time basis,
taking into account any reasonable accommodation required by law, and
without posing a direct threat to himself and others, for a period of
ninety (90) consecutive days, all obligations of the Corporation, Bank
and FNB MBI to pay the Executive an Annual Direct Salary, as set forth
in paragraph 4(a) of this Agreement are suspended. Any paid time off,
sick leave, or short-term disability pay the Executive may be entitled
to receive, pursuant to an established disability plan or program of
the Corporation, Bank and/or FNB MBI shall be considered part of the
compensation the Executive shall receive while disabled, and shall not
be in addition to the compensation received by the Executive under
this provision of the Agreement.
(ii) Disability termination. The Executive agrees that should he
remain unable to perform all of the essential functions of his
position on a full-time basis, taking into account any reasonable
accommodation required by law, and without posing a direct threat to
himself or others, after ninety (90) consecutive days, the
Corporation, Bank and FNB MBI will suffer an undue hardship by
continuing the Executive in his position. Upon this event, all
compensation and employment obligations of the Corporation, Bank and
FNB MBI under this Agreement shall cease (with the exception of the
Executive's rights under any then existing short-term and/or long-term
disability plans of Corporation for which the Executive qualifies) and
this Agreement shall terminate.
(c) CAUSE. Corporation may terminate the Executive's employment hereunder
for "Cause." For the purposes of this Agreement, "Cause" shall mean any of the
following: (1) the willful failure by the Executive to substantially perform his
duties hereunder, other than any such failure resulting from the Executive's
incapacity due to physical or mental illness; (2) the willful engaging by the
Executive in gross misconduct materially injurious to Corporation, Bank or FNB
MBI; (3) the willful violation by the Executive of the provisions of this
Agreement, after notice from Corporation and a failure to cure such violation
within ten (10) days of said notice, or if said violation cannot be cured within
ten (10) days, within a reasonable time thereafter if the Executive is
diligently attempting to cure the violation; (4) the gross negligence of the
Executive in the performance of his
Page 24 of 35
duties; (5) Executive's conviction of or plea of guilty or nolo contender to a
felony, a crime of falsehood or a crime involving moral turpitude, or the actual
incarceration of Executive for a period of ten (10) consecutive days or more;
(6) Executive's failure to follow the good faith lawful instructions of the
Boards of Directors of Corporation with respect to its operations, after written
notice from Corporation and a failure to cure such violation within ten (10)
days of said written notice; (7) Executive's removal or prohibition from being
an institutional-affiliated party by a final order of an appropriate federal
banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act or
by the Office of the Comptroller of the Currency pursuant to national law; (8)
conduct on the part of the Executive which brings public discredit to
Corporation, Bank, FNB MBI or their subsidiaries or affiliates, as determined by
an affirmative vote of seventy-five percent (75%) of the disinterested members
of the Boards of Directors of Corporation; (9) Executive's breach of fiduciary
duty involving personal profit; (10) unlawful discrimination by the Executive,
including harassment against employees, customers, business associates,
contractors, or vendors of Corporation, Bank FNB MBI or their subsidiaries or
affiliates, which would result in liability to the Corporation, Bank, FNB MBI or
their subsidiaries, or affiliates, as determined by an affirmative vote of
seventy-five percent (75%) of the disinterested members of the Boards of
Directors of Corporation, following an investigation of the claims by the third
party; or (11) theft or material abuse by Executive of property of Corporation,
Bank, FNB MBI or their subsidiaries or affiliates or the property of customers,
employees, contractors, vendors, or business associates of Corporation, Bank,
FNB MBI or their subsidiaries or affiliates.
9. PAYMENTS UPON TERMINATION.
(a) DEATH OR DISABILITY. If the Executive's employment shall be
terminated because of death, disability, or for Cause (as set forth in
Paragraphs 8(a), 8(b) and 8(c), respectively), then the Corporation shall
pay the Executive his full Annual Direct Salary through the date of
termination at the rate in effect at the time of termination and any other
earned but unused vacation days, personal days, holidays, or other fringe
benefits owing to Executive at the date of termination as established by
Corporation policy, and the Corporation, Bank and FNB MBI shall have no
further obligations to the Executive under this Agreement.
(b) BANK TERMINATION OF EXECUTIVE. If the Executive's employment is
terminated by the Corporation (other than pursuant to Paragraphs 8 (a)
(Death), 8(b) (Disability) or 8(c) (Cause) or as a result of non-renewal of
this Agreement), then the Corporation shall pay the Executive a lump sum
payment equal to one (1) times the Annual Direct Salary. In such event,
the Corporation shall also maintain in full force and effect, for the
continued benefit of the Executive, for one (1) year following termination
of employment, all employee benefit plans and programs to which the
Executive was entitled prior to the date of termination if the Executive's
Page 25 of 35
continued participation is possible under the general terms and provisions
of such plans and programs. In the event that the Executive's
participation in any such plan or program is barred, the Executive shall be
entitled to receive an amount equal to the annual contribution, payments,
credits or allocations made by the Corporation to him, to his account or
on his behalf under such plans and programs from which his continued
participation is barred.
In the event that the payment described herein, when added to all other
amounts or benefits provided to or on behalf of the Executive in connection with
his termination of employment, would result in the imposition of an excise tax
under Code Section 4999, such payment shall be retroactively (if necessary)
reduced to the extent necessary to avoid such excise tax imposition. Upon
written notice to the Executive, together with calculation of the Corporation's
independent auditors, the Executive shall remit to the Corporation, the amount
of reduction plus such interest as may be necessary to avoid the imposition of
such excise tax. Notwithstanding the foregoing or any other provision of this
contract to the contrary, if any portion of the amount herein payable to the
Executive is determined to be non-deductible pursuant to the regulations
promulgated under Section 280G of the Code, then the Corporation shall be
required only to pay the Executive the amount determined to be deductible under
Section 280G.
10. PAYMENTS FOLLOWING DISCONTINUATION OF BUSINESS. In the event that
Corporation discontinues all of its mortgage operations and Executive's
employment is terminated, Executive shall be entitled to receive seventy-five
percent (75%) of his Annual Direct Salary and continuation of health and life
insurance coverage in effect under this Agreement, for the remainder of the
Employment Period. The salary shall be paid to Executive in substantially equal
amounts on regularly scheduled paydays for Corporation. If the Executive is
entitled to payments under this Paragraph 10, the Executive shall not be
entitled to any payments under Paragraph 9 of this Agreement.
11. DIRECTORS & OFFICERS INSURANCE. The Corporation shall use its
bestefforts to obtain insurance coverage for the Executive under an insurance
policy covering officers and directors of Corporation against lawsuits,
arbitrations or other legal or regulatory proceedings; however, nothing herein
shall be construed to require Corporation to obtain such insurance, if the Board
of Directors of the Corporation determine that such coverage cannot be obtained
at a reasonable price.
Page 26 of 35
12. NOTICE. For the purposes of this Agreement, notices and other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to Executive: Edgar W. Barton
17507 Olde Stone Court
Hagerstown, MD 21740
If to FNB MBI, Bank
or Corporation: Board of Directors
FNB Financial Corporation
101 Lincoln Way West
McConnellsburg, PA 17233
or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
13. SUCCESSORS. This Agreement shall inure to the benefit of and be
binding upon the Executive, the Corporation, Bank, FNB MBI and any successors to
the Corporation, Bank and FNB MBI.
14. VALIDITY. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.
15. AMENDMENT. This Agreement may be amended or canceled only by mutual
agreement of the parties in writing, without the consent of any other person
and, so long as the Executive lives, no person other than the parties to this
Agreement, shall have any rights under or interest in this Agreement or the
subject matter hereof.
16. ATTORNEYS' FEES AND COSTS. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorney's fees, costs, and necessary
disbursements in addition to any other relief that may be proper.
17. PAYMENT OF MONEY DUE DECEASED EXECUTIVE. If the Executive dies prior
to the expiration of the term of employment, any monies that may be due him from
the Corporation under this Agreement as of the date of death, shall be paid to
the executor, administrator, or other personal representative of the Executive's
estate.
18. LAW GOVERNING. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
Page 27 of 35
19. ENTIRE AGREEMENT. This Agreement supersedes any and all agreements,
either oral or in writing, between the parties with respect to the employment of
the Executive by the Corporation, Bank and FNB MBI, and this Agreement contains
all the covenants and agreements between the parties with respect to such
employment.
20. SEVERABILITY. If any provision of this Agreement is declared
unenforceable for any reason, the remaining provisions of this Agreement shall
be unaffected thereby and shall remain in full force and effect.
[SPACE INTENTIONALLY LEFT BLANK]
WITNESS: EXECUTIVE:
- ------------------------------ ----------------------------------
Edgar W. Barton
ATTEST: FNB FINANCIAL CORPORATION
- ------------------------------ ----------------------------------
, Secretary John C. Duffey,
President and CEO
ATTEST: THE FIRST NATIONAL BANK
OF MCCONNELLSBURG
- ------------------------------ ----------------------------------
, Secretary John C. Duffey
President and CEO
ATTEST: FNB MORTGAGE BROKERS, INC.
- ------------------------------ ----------------------------------
, Secretary John C. Duffey
President and CEO
:155526
Page 28 of 35
Exhibit 31.1
CERTIFICATION
I, John C. Duffey, President/CEO, certify, that:
1. I have reviewed this quarterly report on Form 10-Q of FNB Financial
Corporation.
2. Based on my knowledge, the quarterly 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 quarterly report.
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report.
4. The registrant's other certifying officer 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)) for the
registrant and we 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 quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this quarterly report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this quarterly report based on such evaluation; and
(c) disclosed in this quarterly report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.
Page 29 of 35
5. The registrant's other certifying officer 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
registrant's board of directors (or persons performing the equivalent
function):
(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: November 11, 2003 By: /s/John C. Duffey
----------------- -------------------------
John C. Duffey,
President/CEO
(Principal Executive
Officer)
Page 30 of 35
Exhibit 31.2
CERTIFICATION
I, Dale M. Fleck, Controller, certify, that:
1. I have reviewed this quarterly report on Form 10-Q of FNB Financial
Corporation.
2. Based on my knowledge, the quarterly 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 quarterly report.
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report.
4. The registrant's other certifying officer 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)) for the
registrant and we 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 quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this quarterly report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this quarterly report based on such evaluation; and
(c) disclosed in this quarterly report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.
Page 31 of 35
5. The registrant's other certifying officer 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
registrant's board of directors (or persons performing the equivalent
function):
(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: November 11, 2003 By: /s/Dale M. Fleck
----------------- -------------------------
Dale M. Fleck
Controller
(Principal Financial
Officer)
Page 32 of 35
Exhibit 32.1
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 FNB Financial Corporation (the
"Company") on Form 10-Q for the period ending September 30, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
John C. Duffey, Chief Executive Officer of the Company, certify, 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 presents, in all
material respects, the financial condition and results of operations of the
Company.
/s/ John C. Duffey
-----------------------------
Chief Executive Officer
November 11, 2003
Page 33 of 35
Exhibit 32.2
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 FNB Financial Corporation (the
"Company") on Form 10-Q for the period ending September 30, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Dale M. Fleck, Chief Financial Officer of the Company, certify, 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 presents, in all
material respects, the financial condition and results of operations of the
Company.
/s/ Dale M. Fleck
-----------------------------
Chief Financial Officer
November 11, 2003
Page 34 of 35
Exhibit 99
INDEPENDENT ACCOUNTANT'S REPORT
Board of Directors
FNB Financial Corporation
McConnellsburg, Pennsylvania
We have reviewed the accompanying consolidated balance sheet of FNB
Financial Corporation and Subsidiary as of September 30, 2003 and the related
consolidated statements of income for the three and nine month periods ended
September 30, 2003 and 2002 and consolidated statements of comprehensive income
for the nine months ended September 30, 2003 and 2002 and consolidated
statements of cash flows for the nine months ended September 30, 2003 and 2002.
These financial statements are the responsibility of the corporation's
management.
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 to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the consolidated 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 accompanying consolidated financial statements for them to
be in conformity with generally accepted accounting principles.
/s/ Smith Elliott Kearns & Company, LLC
SMITH ELLIOTT KEARNS & COMPANY, LLC
Chambersburg, Pennsylvania
November 11, 2003
Page 35 of 35