-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FxBl1ig2Ythw82oM0WRsLiN0qVP2LqozQEgz/0uO2ocezAewUB5uLEYOEwXl0ySc MGS9rLvbqi2C1ADXUrGhiQ== 0000950124-03-001655.txt : 20030512 0000950124-03-001655.hdr.sgml : 20030512 20030512164937 ACCESSION NUMBER: 0000950124-03-001655 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CNB CORP /MI/ CENTRAL INDEX KEY: 0000779125 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 362662386 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-00737 FILM NUMBER: 03693200 BUSINESS ADDRESS: STREET 1: PO BOX 10 CITY: CHEBOYGAN STATE: MI ZIP: 49721 BUSINESS PHONE: 6166277111 MAIL ADDRESS: STREET 1: P O BOX 10 CITY: CHEBOYGAN STATE: MI ZIP: 49721 10-Q 1 k76724e10vq.txt QUARTERLY REPORT FOR PERIOD ENDED 03/31/03 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2003 Commission file # 0-28388 CNB CORPORATION (Exact name of registrant as specified in its charter) Michigan 38-2662386 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 303 North Main Street, Cheboygan MI 49721 (Address of principal executive offices, including Zip Code) (231) 627-7111 (Registrant's telephone number, including area code) 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 such 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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes No (X) As of April 15, 2003 there were 1,188,178 shares of the issuer's common stock outstanding. 1 ITEM 1-FINANCIAL STATEMENTS (CONDENSED) CONSOLIDATED BALANCE SHEETS (dollars in thousands)
March 31, December 31, 2003 2002 ASSETS (Unaudited) Cash and due from banks $ 6,237 $ 7,026 Interest-bearing deposits with other financial institutions 5,013 8,007 Federal funds sold 5,400 7,700 -------- -------- Total cash and cash equivalents 16,650 22,733 Securities available for sale 63,764 57,533 Securities held to maturity (market value of $5,342 in 2003 and $5,755 in 2002) 5,205 5,615 Other securities 6,532 6,252 Loans, net of allowance for loan losses of $1,649 in 2003 and $1,669 in 2002 145,975 144,637 Premises and equipment, net 3,364 3,442 Other assets 4,561 5,300 -------- -------- Total assets $246,051 $245,512 ======== ======== LIABILITIES Deposits Noninterest-bearing $ 28,600 $ 32,281 Interest-bearing 189,210 184,163 -------- -------- Total deposits 217,810 216,444 Other liabilities 3,085 4,331 -------- -------- Total liabilities 220,895 220,775 -------- -------- SHAREHOLDERS' EQUITY Common stock - $2.50 par value; 2,000,000 shares authorized; 1,188,238 and 1,188,372 shares issued and outstanding in 2003 and 2002 2,971 2,971 Additional paid-in capital 18,233 18,240 Retained earnings 3,043 2,529 Accumulated other comprehensive income, net of tax 909 997 -------- -------- Total shareholders' equity 25,156 24,737 -------- -------- Total liabilities and shareholders' equity $246,051 $245,512 ======== ========
See accompanying notes to consolidated financial statements. 2 CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data)
Three months ended March 31, 2003 2002 (Unaudited) INTEREST INCOME Loans, including fees $ 2,728 $ 2,801 Securities Taxable 469 635 Tax exempt 230 238 Interest on federal funds sold 49 40 ------- ------- Total interest income 3,476 3,714 INTEREST EXPENSE ON DEPOSITS 942 1,463 ------- ------- NET INTEREST INCOME 2,534 2,251 Provision for loan losses -- -- ------- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,534 2,251 ------- ------- NONINTEREST INCOME Service charges and fees 234 241 Net realized gains from sales of loans 203 116 Loan servicing fees, net of amortization (30) 16 Other income 40 38 ------- ------- Total noninterest income 447 411 NONINTEREST EXPENSES Salaries and benefits 975 877 Occupancy 196 180 Supplies 42 28 Other expenses 425 181 ------- ------- Total noninterest expense 1,638 1,266 INCOME BEFORE INCOME TAXES 1,343 1,396 Income tax expense 354 366 ------- ------- NET INCOME $ 989 $ 1,030 ======= ======= TOTAL COMPREHENSIVE INCOME $ 901 $ 770 ======= ======= Return on average assets (annualized) 1.58% 1.88% Return on average equity (annualized) 15.70% 18.72% Basic earnings per share $ 0.83 $ 0.86 Diluted earnings per share $ 0.83 $ 0.86
See accompanying notes to consolidated financial statements. 3 CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands)
Three months ended March 31, 2003 2002 (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 989 $ 1,030 Adjustments to reconcile net income to net cash from operating activities Depreciation and amortization 211 152 Loans originated for sale (9,646) (6,120) Proceeds from sales of loans originated for sale 9,777 6,190 Gain on sales of loans (203) (116) Decrease in other assets 180 276 Decrease in other liabilities (641) (468) -------- -------- Total adjustments (322) (86) -------- -------- Net cash from operating activities 667 944 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from maturities of securities available for sale 6,877 2,817 Purchase of securities available for sale (13,355) (6,595) Proceeds from maturities of securities held to maturity 410 859 Purchase of securities held to maturity -- (40) Proceeds from maturities of other securities 320 1,200 Purchase of other securities (600) -- Net change in portfolio loans (1,266) (8,247) Premises and equipment expenditures (20) (4) -------- -------- Net cash from investing activities (7,634) (10,010) CASH FLOWS FROM FINANCING ACTIVITIES Net increase in deposits 1,366 2,219 Dividends paid (475) (474) Proceeds from exercise of stock options 1 -- Purchases of common stock (8) (11) -------- -------- Net cash from financing activities 884 1,734 Net change in cash and cash equivalents (6,083) (7,332) Cash and cash equivalents at beginning of year 22,733 16,847 -------- -------- Cash and cash equivalents at end of period $ 16,650 $ 9,515 ======== ======== Cash paid during the period for: Interest $ 944 $ 1,451 Income taxes $ 405 $ 323
See accompanying notes to consolidated financial statements. 4 NOTES TO FINANCIAL STATEMENTS Note 1-Basis of Presentation The consolidated financial statements include the accounts of CNB Corporation ("Company") and its wholly owned subsidiary, Citizens National Bank of Cheboygan ("Bank") and the Bank's wholly owned subsidiary CNB Mortgage Corporation. All significant intercompany accounts and transactions are eliminated in consolidation. The statements have been prepared by management without an audit by independent certified public accountants. However, these statements reflect all adjustments (consisting of normal recurring accruals) and disclosures which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented and should be read in conjunction with the notes to the financial statements included in the CNB Corporation's Form 10-K for the year ended December 31, 2002. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Because the results of operations are so closely related to and responsive to changes in economic conditions, the results for any interim period are not necessarily indicative of the results that can be expected for the entire year. Stock Compensation: The following proforma information presents net income and basic and diluted earnings per share had the fair value method been used to measure compensation for stock options granted. The exercise price of options granted is equivalent to the market price of the underlying stock at the stock grant date; therefore no compensation expense has been recorded for stock options granted.
2003 2002 ---- ---- Net income as reported $ 989 $ 1,030 Proforma net income 989 1,030 Reported earnings per common share Basic $ 0.83 $ 0.86 Diluted 0.83 0.86 Proforma earnings per common share Basic 0.83 0.86 Diluted 0.83 0.86
There were no stock options granted during the three months ended March 31, 2003 and 2002. 5 In future years, as additional options are granted, the proforma effect on net income and earnings per share may increase. Stock options are used to reward certain officers and provide them with an additional equity interest. Options are issued for 10 year periods and have varying vesting schedules. Information about options available for grant and options granted follows:
Weighted Average Available Options Exercise For Grant Outstanding Price Balance at December 31, 2002 17,713 29,498 $ 44.83 Options exercised - (40) 35.31 Options issued - - - ------------- ---------------- Balance at March 31, 2003 17,713 29,458 44.84 ============= ================
At March 31, 2003 options outstanding had a weighted average remaining life of approximately 5.5 years. There were 29,458 options exercisable at March 31, 2003 with a weighted-average exercise price of $ 44.84. Note 2-Earnings Per Share Basic earnings per share are calculated solely on weighted-average common shares outstanding. Diluted earnings per share will reflect the potential dilution of stock options and other common stock equivalents. For the three month period ending March 31, 2003 the weighted average shares outstanding in calculating basic earnings per share were 1,188,311 while the weighted average number of shares for diluted earnings per share were 1,191,312. For the three month period ending March 31, 2002 the weighted average shares outstanding in calculating basic earnings per share were 1,193,244 while the weighted average number of shares for diluted earnings per share were 1,199,050. 6 ITEM 2-MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This discussion provides information about the consolidated financial condition and results of operations of CNB Corporation ("Company") and its wholly owned subsidiary, Citizens National Bank of Cheboygan ("Bank") and the Bank's wholly owned subsidiary CNB Mortgage Corporation for the three month period ending March 31, 2003. FINANCIAL CONDITION The Company's balances of cash and cash equivalents decreased $6.1 million or 26.8%. During the period ending March 31, 2003, $667,000 in cash was provided from operating activities. Investing activities utilized $ 7.6 million during the three months ended March 31, 2003 and financing activities provided $884,000 due to an increase in deposits. SECURITIES The securities portfolio increased $5.8 million or 9.2%, since December 31, 2002. The available for sale portfolio increased to 92.5% of the investment portfolio up from 91.1% at year-end. The fair values and related unrealized gains and losses for securities available for sale were as follows, in thousands of dollars:
Gross Gross Fair Unrealized Unrealized Value Gains Losses ----- ----- ------ Available for Sale MARCH 31, 2003 U.S. Government agency $34,604 $ 532 $ (42) State and municipal 29,160 895 (55) ------- ------- ------- $63,764 $ 1,427 $ (97) ======= ======= ======= DECEMBER 31, 2002 U.S. Government agency $26,989 $ 687 $ -- State and municipal 30,544 866 (41) ------- ------- ------- $57,533 $ 1,553 $ (41) ======= ======= =======
7 The carrying amount, unrecognized gains and losses, and fair value of securities held to maturity were as follows, in thousand of dollars:
Gross Gross Carrying Unrecognized Unrecognized Fair Amount Gains Losses Value ------ ----- ------ ----- Held to Maturity MARCH 31, 2003 State and municipal $5,205 $ 137 $ -- $5,342 ====== ====== ========= ====== DECEMBER 31, 2002 State and municipal $5,615 $ 140 $ -- $5,755 ====== ====== ========= ======
The carrying amount and fair value of securities by contractual maturity at March 31, 2003 are shown below, in thousands of dollars.
Available for sale Held to Maturity Fair Carrying Fair Value Amount Value ----- ------ ----- Due in one year or less $12,418 $ 530 $ 536 Due from one to five years 45,365 2,297 2,371 Due from five to ten years 2,670 2,235 2,292 Due after ten years 3,311 143 143 ------- ------- ------- $63,764 $ 5,205 $ 5,342 ======= ======= =======
LOANS Loans at March 31, 2003 increased $ 1.3 million from December 31, 2002. The table below shows total loans outstanding by type, in thousands of dollars, at March 31, 2003 and December 31, 2002 and their percentages of the total loan portfolio. All loans are domestic. A quarterly review of loan concentrations at March 31, 2003 indicates the pattern of loans in the portfolio has not changed significantly. There is no individual industry with more than a 10% concentration. However, all tourism related businesses, when combined, total 10.3% of total loans. 8
March 31, 2003 December 31, 2002 Balance % of total Balance % of total ------- ---------- ------- ---------- Portfolio loans: Residential real estate $ 93,385 63.25% $ 92,653 63.32% Consumer 10,884 7.37% 11,270 7.70% Commercial real estate 34,069 23.08% 31,581 21.58% Commercial 9,305 6.30% 10,824 7.40% --------- ----------- --------- ----------- 147,643 100.00% 146,328 100.00% Deferred loan origination fees, net (19) (22) Allowance for loan losses (1,649) (1,669) --------- --------- Loans, net $ 145,975 $ 144,637 ========= =========
ALLOWANCE FOR LOAN LOSSES An analysis of the allowance for loan losses, in thousands of dollars, for the three months ended March 31, follows:
2003 2002 ------- ------- Beginning balance $ 1,669 $ 1,667 Provision for loan losses -- -- Charge-offs (22) (8) Recoveries 2 46 ------- ------- Ending balance $ 1,649 $ 1,705 ======= =======
The Company has had no impaired loans during 2003 and 2002. CREDIT QUALITY The Company maintains a high level of asset quality as a result of actively managing delinquencies, nonperforming assets and potential loan problems. The Company performs an ongoing review of all large credits to watch for any deterioration in quality. Nonperforming loans are comprised of: (1) loans accounted for on a nonaccrual basis; (2) loans contractually past due 90 days or more as to interest or principal payments (but not included in nonaccrual loans in (1) above); and (3) other loans whose terms have been renegotiated to provide a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower (exclusive of loans in (1) or (2) above). The aggregate amount of nonperforming loans is shown in the table below.
March 31, December 31, 2003 2002 (dollars in thousands) Nonaccrual $ -- $ -- Loans past due 90 days or more 244 114 Troubled debt restructurings -- -- ----- ----- Total nonperforming loans $ 244 $ 114 ===== ===== Percent of total loans 0.17% 0.08%
9 DEPOSITS Deposits at March 31, 2003 increased $1.4 million since December 31, 2002. Interest-bearing deposits increased $5.0 million for the three months ended March 31, 2003, while noninterest -bearing deposits decreased $3.7 million or 11.4%. LIQUIDITY AND FUNDS MANAGEMENT As of March 31, 2003, the Company had $5.4 million in federal funds sold, $63.8 million in securities available for sale and $530,000 in held to maturity securities maturing within one year. These sources of liquidity are supplemented by new deposits and loan payments received by customers. These short-term assets represent 32.0% of total deposits as of March 31, 2003. Total equity of the Company at March 31, 2003 was $25.2 million compared to $24.7 million at December 31, 2002. RESULTS OF OPERATIONS CNB Corporation's 2003 net income for the first three months was $989,000 a decrease of $41,000 compared to 2002 results. This decrease can be partially attributed to life insurance proceeds, which amounted to $105,000 that was received during the first quarter 2002. Income, not including life insurance proceeds, for the first three months of 2002 was $925,000 compared to $989,000 for 2003, or a 6.9% increase. Basic earnings per share were $0.83 per share for 2003 compared to $0.86 for 2002. The return on assets was 1.58% for the first three months of the year versus 1.88% for the same period in 2002. The return on equity was 15.70% compared to 18.72% for the same period last year. For the first three months of 2003, net interest income was $2.5 million representing an increase of $283,000 over the same period in 2002. This increase can be attributed to a larger decrease in interest expense compared to interest income for the first three months of 2003. Net interest margin increased to 4.32% for the quarter ending March 31, 2003 compared to 4.10% for the period ending March 31, 2002. Noninterest income for the three months ending March 31, 2003 was $447,000 an increase of $36,000 or 8.8% over the same period last year. This increase can be attributed to an increase in the net realized gain on the sale of loans to the secondary market during 2003. Noninterest expense for the first three months of 2003 was $1.6 million compared to $1.3 million for 2002. This increase can be attributed in part to an increase in expense for directors deferred compensation to reflect the change in calculating the discount rate on that plan. There was no significant change in the income tax position for the Company during the first three months of 2003. ITEM 3-QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The primary source of market risk for the financial instruments held by the Company is interest rate risk. That is, the risks that an adverse change in market rates will adversely affect the market value of the instruments. Generally, the longer the maturity, the higher the interest rate risk exposure. While maturity information does not necessarily present all aspects of exposure, it may provide an indication of where risks are prevalent. 10 All financial institutions assume interest rate risk as an integral part of normal operations. Managing and measuring interest rate risk is a dynamic, multi-faceted process that ranges from reducing the exposure of the Company's net interest margin to swings in interest rates, to assuring sufficient capital and liquidity to support future balance sheet growth. The Company manages interest rate risk through the Asset Liability Committee. The Asset Liability Committee is comprised of bank officers from various disciplines. The Committee establishes policies and rates which lead to prudent investment of resources, the effective management of risks associated with changing interest rates, the maintenance of adequate liquidity, and the earning of an adequate return of shareholders' equity. Management believes that there has been no significant changes to the interest rate sensitivity since the presentation in the December 31, 2002 Management Discussion and Analysis appearing in the December 31, 2002 10K. ITEM 4-CONTROLS AND PROCEDURES Within the 90-day period prior to the filing date of this report, an evaluation was carried out under the supervision and with the participation of CNB Corporation's management, including our Chief Executive Officer and Treasurer who serves as our Chief Financial Accounting Officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934). Based on their evaluation, our Chief Executive Officer and Treasurer have concluded that the Company's disclosure controls and procedures are, to the best of their knowledge, effective to ensure that information required to be disclosed by CNB Corporation in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. Subsequent to the date of their evaluation, our Chief Executive Officer and Treasurer have concluded that there were no significant changes in CNB Corporation's internal controls or in other factors that could significantly affect its internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. PART II-OTHER INFORMATION ITEM 4-SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 6-EXHIBITS AND REPORTS OF FORM 8-K a.) None b.) None 11 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 Corporation ------------------------------------ (Registrant) Date: May 8, 2003 /s/ Robert E. Churchill ------------------------------------ Robert E. Churchill Chairman and Chief Executive Officer Date: May 8, 2003 /s/ James C. Conboy, Jr. ------------------------------------- James C. Conboy, Jr. President and Chief Operating Officer 12 I, Robert E. Churchill, Chairman and Chief Executive Officer, certify that: 1) I have reviewed this quarterly report on Form 10-Q of CNB Corporation; 2) Based on my knowledge, this 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 officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant we have: a) designed such disclosure controls and procedures 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 as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): d) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and e) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6) The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 8, 2003 /s/ Robert E. Churchill - ----------------------------- Robert E. Churchill Chairman and Chief Executive Officer 13 I, Irene M. English, Treasurer, certify that: 1) I have reviewed this quarterly report on Form 10-Q of CNB Corporation; 2) Based on my knowledge, this 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 officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant we have: a) designed such disclosure controls and procedures 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 as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): d) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and e) f)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6) The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 8, 2003 /s/ Irene M. English - ----------------------- Irene M. English Treasurer 14 10-Q EXHIBIT INDEX EXHIBIT NO. DESCRIPTION EX-99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 EX-99.1 3 k76724exv99w1.txt 906 CERTIFICATION OF CEO/CFO EXHIBIT 99.1 CERTIFICATION The undersigned hereby certify pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003 ("Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the registrant. CNB CORPORATION (Registrant) By: /s/ Robert E. Churchill --------------------------------------- Robert E. Churchill Chairman and Chief Executive Officer By: /s/ Irene M. English --------------------------------------- Irene M. English Treasurer -----END PRIVACY-ENHANCED MESSAGE-----