8-K

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):  04/23/2007

CNB Financial Corporation

(Exact name of registrant as specified in its charter)

Commission File Number:  000-13396

Pennsylvania	25-1450605
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

1 South Second Street

PO Box 42

Clearfield, Pennsylvania 16830

(Address of principal executive offices, including zip code)

814-765-9621

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Information to be included in the report

Item 2.02.    Results of Operations and Financial Condition

CNB Financial Corporation, the parent company of CNB Bank, today announced reported earnings of $1.9 million or $0.22 diluted earnings per share for the quarter ended March 31, 2007, compared to $2.4 million or $0.27 diluted earnings per share for the first quarter of 2006.

Signature(s)

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 hereunto duly authorized.

		CNB Financial Corporation
Date: April 25, 2007	By:	/s/    Charles R. Guarino
		Charles R. Guarino
		Treasurer

Exhibit Index

Exhibit No.	Description
EX-99.	News Release announcing first quarter earnings.

EX-99. 2 rrd155592_19681.htm NEWS RELEASE ANNOUNCING FIRST QUARTER EARNINGS.

Exhibit 99

News Release

CCNE
NASDAQ
L I S T E D

Contact:	Charles R. Guarino
	Treasurer
	(814)765-9621
	FOR IMMEDIATE RELEASE

CNB FINANCIAL CORPORATION REPORTS FIRST QUARTER EARNINGS FOR 2007

Clearfield, Pennsylvania – April 23, 2007

CNB Financial Corporation, the parent company of CNB Bank, today announced reported earnings of $1.9 million or $0.22 diluted earnings per share for the quarter ended March 31, 2007, compared to $2.4 million or $0.27 diluted earnings per share for the first quarter of 2006. The 2007 first quarter results represent a 21% decrease in earnings compared to the first quarter of 2006.

The decrease in earnings results primarily from a reduction in net security gains after tax of $213,000, along with increased operating costs. The increased operating costs, which primarily include salary, benefits and occupancy expenses, have been expected as the Corporation continues to grow ERIEBANK, a division of CNB Bank, and its consumer finance subsidiary, Holiday Financial Services Corporation.

William F. Falger, President and Chief Executive Officer, commented, “Even though our earnings number is down compared to the prior year, I am encouraged by the opportunities we are creating with the growth initiatives that we have undertaken. Loan growth in all activities should create a positive earnings stream when combined with our strong net interest margin of 4.15% that should help offset the increased costs.”

Financial Highlights (in thousands)		(Unaudited)			(Unaudited)
Consolidated Balance Sheets		31-Mar-07		31-Dec-06		31-Mar-06
		Consolidated		Consolidated		Consolidated
Assets
Cash and due from banks	$	17,440	$	18,530	$	13,226
Interest-bearing deposits		22,661		7,021		14,959
CASH & CASH EQUIVALENTS		40,101		25,551		28,185
Securities available for sale		157,088		156,696		163,403
Loans held for sale		2,972		2,420		4,547
NET LOANS		535,820		540,934		520,833
FHLB & Federal Reserve Stock		4,231		5,321		4,800
Premises & Equipment, Net		16,352		16,237		13,794
Bank Owned Life Insurance		14,615		14,484		13,964
Intangible, net		11,611		11,206		11,931
Accrued Interest & Other Assets		7,585		8,001		7,553
TOTAL ASSETS	$	790,375	$	780,850	$	769,010
Liabilities
Deposits
Non-interest bearing deposits	$	82,558	$	82,574	$	80,176
Interest bearing deposits		558,649		548,748		543,583
TOTAL DEPOSITS		641,207		631,322		623,759
Short-term borrowings		2,000		2,000		198
Federal Home Loan Bank Advances		55,250		57,885		58,250
Subordinated Debentures		10,310		10,310		10,310
Accrued expenses and other liabilities		8,569		7,054		6,499
TOTAL LIABILITIES		717,336		708,571		699,016
Shareholders' Equity
Common stock (1)		-		-		9,234
Additional paid-in		13,071		13,250		4,015
Retained earnings		63,547		62,957		59,612
Treasury stock, at cost (359,682 shares for Mar 2007,
369,546 shares for Dec 2006, and
248,884 shares for Mar 2006)		(5,106)		(5,271)		(3,602)
Accumulated other comprehensive income		1,527		1,343		735
TOTAL SHAREHOLDERS' EQUITY		73,039		72,279		69,994
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY	$	790,375	$	780,850	$	769,010
Nonperforming Assets	$	1,702	$	1,928	$	2,597
% of Total Assets		0.22%		0.25%		0.34%
Trust Assets	$	224,932	$	206,899	$	197,574

Consolidated Income Statement (Unaudited)	Three Months Ended			Three Months Ended
		March 31, 2007		March 31, 2006
Interest Income
Loans including fees	$	10,406	$	9,434
Deposits with banks		102		102
Federal funds sold		115		156
Securities		1,989		1,816
TOTAL INTEREST AND DIVIDENDS		12,612		11,508
Interest Expense
Deposits		4,669		3,783
Federal Home Loan Bank advances		673		703
Subordinated Debentures		220		200
Total interest expense		5,562		4,686
NET INTEREST INCOME		7,050		6,822
Provision for loan losses		126		365
NET INTEREST AFTER PROVISION		6,924		6,457
Other Income
Trust income		261		255
Service charges on deposits		935		956
Other charges and fees		182		149
Net security gains		13		341
Mortgage Servicing Income		5		54
BOLI		131		168
Wealth Management		152		114
Other		236		126
TOTAL OTHER INCOME		1,915		2,163
Non-Interest Expenses
Salaries and Benefits		3,178		2,668
Occupancy, net		836		738
Data Processing		552		496
Amortization of intangible		25		103
Director's Fees		89		95
Total other expenses		1,579		1,342
Total non-interest expenses		6,259		5,442
NET INCOME BEFORE TAXES		2,580		3,178
Federal income tax		659		747
NET INCOME	$	1,921	$	2,431
Earnings Per Share, Fully diluted	$	0.22	$	0.27
Dividends Per Share	$	0.15	$	0.14
Return on Average Assets (ROA)		1.00%		1.30%
Return on Average Equity (ROE)		10.68%		14.28%

(1) On April 18, 2006, the shareholders of the Corporation voted to change from $1.00 par value to no par stock. The change had no effect on the dollar amount of total shareholder’s equity and simply resulted in a reclassification between the common stock and additional paid in capital line items.

Note: This press release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various factors. These factors include operating, legal and regulatory risks; changing economic competitive conditions; and other risks and uncertainties.

CNB Bank’s website is www.bankcnb.com.

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.

Exhibit 99

News Release

CCNE
NASDAQ
L I S T E D

Contact:	Charles R. Guarino
	Treasurer
	(814)765-9621
	FOR IMMEDIATE RELEASE

CNB FINANCIAL CORPORATION REPORTS FIRST QUARTER EARNINGS FOR 2007

Clearfield, Pennsylvania – April 23, 2007

CNB Financial Corporation, the parent company of CNB Bank, today announced reported earnings of $1.9 million or $0.22 diluted earnings per share for the quarter ended March 31, 2007, compared to $2.4 million or $0.27 diluted earnings per share for the first quarter of 2006. The 2007 first quarter results represent a 21% decrease in earnings compared to the first quarter of 2006.

The decrease in earnings results primarily from a reduction in net security gains after tax of $213,000, along with increased operating costs. The increased operating costs, which primarily include salary, benefits and occupancy expenses, have been expected as the Corporation continues to grow ERIEBANK, a division of CNB Bank, and its consumer finance subsidiary, Holiday Financial Services Corporation.

William F. Falger, President and Chief Executive Officer, commented, “Even though our earnings number is down compared to the prior year, I am encouraged by the opportunities we are creating with the growth initiatives that we have undertaken. Loan growth in all activities should create a positive earnings stream when combined with our strong net interest margin of 4.15% that should help offset the increased costs.”

Financial Highlights (in thousands)		(Unaudited)			(Unaudited)
Consolidated Balance Sheets		31-Mar-07		31-Dec-06		31-Mar-06
		Consolidated		Consolidated		Consolidated
Assets
Cash and due from banks	$	17,440	$	18,530	$	13,226
Interest-bearing deposits		22,661		7,021		14,959
CASH & CASH EQUIVALENTS		40,101		25,551		28,185
Securities available for sale		157,088		156,696		163,403
Loans held for sale		2,972		2,420		4,547
NET LOANS		535,820		540,934		520,833
FHLB & Federal Reserve Stock		4,231		5,321		4,800
Premises & Equipment, Net		16,352		16,237		13,794
Bank Owned Life Insurance		14,615		14,484		13,964
Intangible, net		11,611		11,206		11,931
Accrued Interest & Other Assets		7,585		8,001		7,553
TOTAL ASSETS	$	790,375	$	780,850	$	769,010
Liabilities
Deposits
Non-interest bearing deposits	$	82,558	$	82,574	$	80,176
Interest bearing deposits		558,649		548,748		543,583
TOTAL DEPOSITS		641,207		631,322		623,759
Short-term borrowings		2,000		2,000		198
Federal Home Loan Bank Advances		55,250		57,885		58,250
Subordinated Debentures		10,310		10,310		10,310
Accrued expenses and other liabilities		8,569		7,054		6,499
TOTAL LIABILITIES		717,336		708,571		699,016
Shareholders' Equity
Common stock (1)		-		-		9,234
Additional paid-in		13,071		13,250		4,015
Retained earnings		63,547		62,957		59,612
Treasury stock, at cost (359,682 shares for Mar 2007,
369,546 shares for Dec 2006, and
248,884 shares for Mar 2006)		(5,106)		(5,271)		(3,602)
Accumulated other comprehensive income		1,527		1,343		735
TOTAL SHAREHOLDERS' EQUITY		73,039		72,279		69,994
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY	$	790,375	$	780,850	$	769,010
Nonperforming Assets	$	1,702	$	1,928	$	2,597
% of Total Assets		0.22%		0.25%		0.34%
Trust Assets	$	224,932	$	206,899	$	197,574

Consolidated Income Statement (Unaudited)	Three Months Ended			Three Months Ended
		March 31, 2007		March 31, 2006
Interest Income
Loans including fees	$	10,406	$	9,434
Deposits with banks		102		102
Federal funds sold		115		156
Securities		1,989		1,816
TOTAL INTEREST AND DIVIDENDS		12,612		11,508
Interest Expense
Deposits		4,669		3,783
Federal Home Loan Bank advances		673		703
Subordinated Debentures		220		200
Total interest expense		5,562		4,686
NET INTEREST INCOME		7,050		6,822
Provision for loan losses		126		365
NET INTEREST AFTER PROVISION		6,924		6,457
Other Income
Trust income		261		255
Service charges on deposits		935		956
Other charges and fees		182		149
Net security gains		13		341
Mortgage Servicing Income		5		54
BOLI		131		168
Wealth Management		152		114
Other		236		126
TOTAL OTHER INCOME		1,915		2,163
Non-Interest Expenses
Salaries and Benefits		3,178		2,668
Occupancy, net		836		738
Data Processing		552		496
Amortization of intangible		25		103
Director's Fees		89		95
Total other expenses		1,579		1,342
Total non-interest expenses		6,259		5,442
NET INCOME BEFORE TAXES		2,580		3,178
Federal income tax		659		747
NET INCOME	$	1,921	$	2,431
Earnings Per Share, Fully diluted	$	0.22	$	0.27
Dividends Per Share	$	0.15	$	0.14
Return on Average Assets (ROA)		1.00%		1.30%
Return on Average Equity (ROE)		10.68%		14.28%

(1) On April 18, 2006, the shareholders of the Corporation voted to change from $1.00 par value to no par stock. The change had no effect on the dollar amount of total shareholder’s equity and simply resulted in a reclassification between the common stock and additional paid in capital line items.

Note: This press release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various factors. These factors include operating, legal and regulatory risks; changing economic competitive conditions; and other risks and uncertainties.

CNB Bank’s website is www.bankcnb.com.