EX-99.3 4 a06-17560_1ex99d3.htm EX-99.3

Exhibit 99.3

 

FNB FINANCIAL CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

March 31

 

December 31,

 

 

 

2006

 

2005

 

 

 

(unaudited)

 

(audited*)

 

ASSETS:

 

 

 

 

 

Cash and Due from banks

 

$

4,719,677

 

$

4,702,134

 

Interest-bearing deposits with banks

 

1,228,841

 

598,114

 

Investment Securities

 

 

 

 

 

Held-to-maturity (Market value – 3/31/2006 $ 174,140; 12/31/2005 $ 188,656)

 

175,735

 

190,395

 

Available-for-sale

 

28,308,952

 

29,672,594

 

Federal Reserve, Atlantic Central Banker’s Bank and Federal Home Loan Bank Stock

 

1,881,600

 

1,571,100

 

Loans

 

144,853,680

 

139,875,235

 

Less: Allowance for loan losses

 

(1,151,495

)

(1,026,446

)

Loans, net

 

143,702,185

 

138,848,789

 

Bank building, equipment, furniture and fixtures, net

 

3,120,573

 

3,183,173

 

Accrued interest receivable

 

751,681

 

683,716

 

Deferred income taxes

 

390,077

 

323,929

 

Cash surrender value of life insurance

 

2,897,407

 

2,885,717

 

Intangible assets

 

2,062,951

 

2,104,466

 

Other assets

 

625,487

 

1,353,163

 

Total Assets

 

$

189,865,166

 

$

186,117,290

 

LIABILITIES :

 

 

 

 

 

Deposits:

 

 

 

 

 

Demand deposits

 

$

24,350,463

 

$

25,030,688

 

Savings deposits

 

45,204,031

 

46,199,179

 

Time certificates

 

71,594,139

 

73,537,218

 

Other time deposits

 

487,849

 

270,042

 

Total deposits

 

141,636,482

 

145,037,127

 

Accrued interest payable & other liabilities

 

1,211,185

 

962,371

 

Liability for other borrowed funds

 

31,247,566

 

24,424,404

 

Dividends payable

 

152,000

 

208,000

 

Total Liabilities

 

174,247,233

 

170,631,902

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

Capital stock, Common, par value $ 0.315; 6,000,000 shares authorized; 800,000 outstanding

 

252,000

 

252,000

 

Additional paid-in capital

 

1,789,833

 

1,789,833

 

Retained earnings

 

13,845,010

 

13,682,419

 

Accumulated other comprehensive income (loss)

 

(268,910

)

(238,864

)

Total Stockholders’ Equity

 

15,617,933

 

15,485,388

 

Total Liabilities & Stockholders’ Equity

 

$

189,865,166

 

$

186,117,290

 

 


* Condensed from audited financial statements.

 

The accompanying notes are an integral part of these
Condensed financial statements.

 

1



 

FNB FINANCIAL CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended March 31, 2006 and 2005

(UNAUDITED)

 

 

 

2006

 

2005

 

Interest & Dividend Income

 

 

 

 

 

Interest & fees on loans

 

$

2,336,468

 

$

1,835,614

 

Interest on investment securities:

 

 

 

 

 

Obligations of other U.S. Government Agencies

 

219,349

 

294,712

 

Obligations of State & Political Subdivisions

 

74,486

 

101,656

 

Interest on deposits with banks

 

5,830

 

3,973

 

Dividends on Equity Securities

 

16,000

 

14,920

 

Total Interest & Dividend Income

 

2,652,133

 

2,250,875

 

 

 

 

 

 

 

Interest Expense

 

 

 

 

 

Interest on deposits

 

776,740

 

658,961

 

Interest on other borrowed money

 

344,730

 

211,790

 

Total Interest Expense

 

1,121,470

 

870,751

 

Net interest income

 

1,530,663

 

1,380,124

 

Provision for loan losses

 

30,000

 

36,000

 

Net interest income after provision for loan losses

 

1,500,663

 

1,344,124

 

Other income

 

 

 

 

 

Service charges on deposit accounts

 

110,204

 

103,640

 

Other service charges, collection & exchange charges, commissions and fees

 

76,295

 

121,533

 

Other income

 

54,843

 

62,986

 

Net securities gains/(losses)

 

(5,659

)

0

 

Total other income

 

235,683

 

288,159

 

Other expenses

 

1,261,610

 

1,143,584

 

Income before income taxes

 

474,736

 

488,699

 

Applicable income taxes

 

160,145

 

115,181

 

Net income

 

$

314,591

 

$

373,518

 

 

 

 

 

 

 

Earnings per share of Common Stock:

 

 

 

 

 

Net income per share

 

$

0.39

 

$

0.47

 

Cash dividend declared per share

 

$

0.19

 

$

0.18

 

Weighted average number of shares outstanding

 

800,000

 

800,000

 

 

The accompanying notes are an integral part of these
Condensed financial statements.

 

2



 

FNB FINANCIAL CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended March 31, 2006 and 2005

(UNAUDITED)

 

 

 

2006

 

2005

 

Net Income

 

$

314,591

 

$

373,518

 

Other Comprehensive:

 

 

 

 

 

Gross unrealized holding gains (losses)

 

(45,524

)

(274,697

)

Reclassification adjustment for (gains) losses realized in net income

 

0

 

0

 

Net unrealized holding gains (losses) before taxes

 

(45,524

)

(274,697

)

Tax effect

 

15,478

 

93,397

 

Other comprehensive income (loss)

 

(30,046

)

(181,300

)

Comprehensive income (loss)

 

$

284,545

 

$

192,218

 

 

The accompanying notes are an integral part of these
Condensed financial statements.

 

3



 

FNB FINANCIAL CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2006 and 2005

(UNAUDITED)

 

 

 

2006

 

2005

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

314,591

 

$

373,519

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation & amortization

 

120,869

 

83,075

 

Provision for loan losses

 

30,000

 

36,000

 

Loss on sale of CBIA

 

5,659

 

0

 

Increase in Cash Surrender value of Life Insurance

 

(11,690

)

(17,661

)

(Increase) decrease in accrued interest receivable

 

(67,965

)

(71,048

)

Increase (decrease) in accrued interest payable and other liabilities

 

(40,008

)

263,342

 

(Increase) decrease in other assets

 

263,919

 

(180,082

)

Net cash provided (used) by operating activities:

 

615,375

 

487,145

 

Cash flows from investing activities:

 

 

 

 

 

Net (increase) decrease in interest-bearing deposits with banks

 

(630,727

)

(742,857

)

Proceeds from maturities and calls of securities

 

1,310,468

 

1,323,770

 

Proceeds from sale of available-for-sale securities

 

22,310

 

20,804

 

Proceeds from sale of CBIA

 

350,000

 

0

 

Net (increase) decrease in loans

 

(4,883,396

)

(4,843,465

)

Purchases of bank premises & equipment (net)

 

(16,754

)

(12,395

)

Nt (increase) decrease in other real estate owned

 

57,429

 

0

 

(Purchase) sale of other bank stock

 

(310,500

)

51,100

 

Net cash provided (used) by investing activities

 

(4,101,170

)

(4,203,043

)

Cash flows from financing activities:

 

 

 

 

 

Net increase (decrease) in deposits

 

(3,111,824

)

436,455

 

Net increase (decrease) in other borrowings

 

6,825,000

 

1,398,280

 

Principal payments on long-term debt

 

(1,838

)

0

 

Cash dividends paid

 

(208,000

)

(280,000

)

Net cash provided (used) by financing activities

 

3,503,338

 

1,554,735

 

Net increase (decrease) in cash & cash equivalents

 

17,543

 

(2,161,163

)

Cash & cash equivalents, beginning balance

 

4,702,134

 

5,612,686

 

Cash & cash equivalents, ending balance

 

$

4,719,677

 

$

3,451,523

 

 

The accompanying notes are an integral part of these
Condensed financial statements.

 

4



 

FNB FINANCIAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2006

(UNAUDITED)

 

NOTE 1 - BASIS OF PRESENTATION

 

The financial information presented at and for the three months ended March 31, 2006 and March 31, 2005 is unaudited. Information presented at December 31, 2005, 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. The results of operations for the three months ended March 31, 2006 are not necessarily indicative of the results that may be expected for the full year.

 

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 Brokers, 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.

 

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.

 

Entry into a Material Definitive Agreement

 

On September 21, 2005, FNB Financial Corporation (OTC BB: FNBBD-OB)(“FNB”) parent company of The First National Bank of McConnellsburg and Tower Bancorp, Inc. (OTC BB: TOBC-OB)(“Tower”) parent company of The First National Bank of Greencastle signed a definitive agreement (the “Agreement”) to combine their companies (the “Merger”).

 

The accompanying notes are an integral part of these
Condensed financial statements.

 

5



 

Pursuant to the terms of the Agreement, FNB shareholders will be entitled to receive either 0.8663 shares of Tower common stock or $ 39.00 for each share of FNB common stock. Each share holder of FNB will have the right to receive shares of Tower common stock for a portion of their shares and cash for the remaining portion of their shares. Shareholder elections will be subject to allocation procedures, which are intended to ensure that a minimum 85% of the FNB common stock will be converted into shares of Tower common stock and up to 15% of the FNB common stock will be paid in cash. The total value of the Merger is valued at approximately $ 31.2 million.

 

The Merger is subject to shareholder approvals by FNB and Tower shareholders and customary regulatory approvals. Directors and executive officers of FNB holding approximately 150,940 shares (18.8% of the outstanding FNB shares) have agreed to vote their shares in favor of the Merger pursuant to individually signed voting agreements.

 

The Merger is expected to close in the second quarter of 2006.

 

A copy of the Merger Agreement was attached to Form 8-K filed September 23, 2005. FNB expects to circulate a proxy statement and other relevant documents once they become available.

 

6