EX-99.2 3 d668467dex992.htm EX-99.2

Investor Meetings February 2014 Exhibit 99.2

Forward-Looking Statements 2 The forward-looking statements are based upon management’s beliefs and assumptions. Any forward-looking statement made herein speaks only as of the date of this presentation. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the financial condition, liquidity, results of operations, future performance and business of CNB Financial Corporation. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond our control). Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would” and “could.” Such known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, include, but are not limited to: (i) changes in general business, industry or economic conditions or competition; (ii) changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting financial holding companies and their subsidiaries or with respect to tax or accounting principles or otherwise; (iii) adverse changes or conditions in capital and financial markets; (iv) changes in interest rates; (v) higher than expected costs or other difficulties related to integration of combined or merged businesses; (vi) the inability to realize expected cost savings or achieve other anticipated benefits in connection with business combinations and other acquisitions; (vii) changes in the quality or composition of our loan and investment portfolios; (viii) adequacy of loan loss reserves; (ix) increased competition; (x) loss of certain key officers; (xi) continued relationships with major customers; (xii) deposit attrition; (xiii) rapidly changing technology; (xiv) unanticipated regulatory or judicial proceedings and liabilities and other costs; (xv) changes in the cost of funds, demand for loan products or demand for financial services; and (xvi) other economic, competitive, governmental or technological factors affecting our operations, markets, products, services and prices. Such developments could have an adverse impact on our financial position and our results of operations.

CNB Financial Overview CNB Financial is a full-service bank, headquartered in Clearfield, PA, providing services, including trust and wealth management, to individuals, businesses, governments, and institutional customers As of December 31, 2013: 3 Source: SNL Financial and company data. Information and data as of December 31, 2013. • Assets: $2.1 billion • Loans: $1.3 billion • Deposits: $1.8 billion Operates 37 branches in North Central Pennsylvania and Ohio through its principal subsidiary, CNB Bank CNB Bank is a regional independent community bank operating: • 22 branches in North Central Pennsylvania • 7 full-service branches through ERIEBANK, a division of CNB Bank headquartered in Erie, PA • 8 full-service branches through its newest division FCBank, headquartered in Bucyrus, Ohio • Holiday Financial Services: Consumer loan company with 11 offices NASDAQ-listed under the symbol “CCNE”

Strong Balance Sheet Growth • Successfully closed on previously announced acquisition of FC Banc Corp during the fourth quarter • Loans of $1.3 billion at December 31, 2013 represents 39.6% growth over December 31, 2012, comprising of 26.7% from the FC acquisition and organic growth of 12.9% • Deposits of $1.8 billion at December 31, 2013 represents 23.6% growth over December 31, 2012, comprising of 22.4% from the FC acquisition and organic growth of 1.23% Profitability • Pre-tax net income of $25.1 million* excluding gain on sale of investment securities and merger costs in 2013, up 13.0% from the prior year • Return on assets of .88% and return on equity of 11.38% • Net interest margin of 3.47% Superior Asset Quality • Nonperforming assets to total assets of 0.61% • Net charge-offs to average loans of 0.38% • Allowance for loan losses to loans of 1.25% Capital • Tangible common equity to tangible assets of 6.34%* • Leverage ratio of 7.96% • Tier 1 Risk Based Ratio of 12.51% • Total Risk Based Capital Ratio of 13.72% 2013 Highlights 4 Note: Financial data as of or for the full year ended December 31, 2013 * Please see the Appendix for a reconciliation of non-GAAP financial information.

5 1865 1934 1984 2005 2006 2008 2009 2010 2013 1865: County National Bank of Clearfield established 1934: Reorganizes through a stock offering to existing depositors 1984: Forms CNB Financial Corporation holding company 2005: ERIEBANK is formed 2005: Purchases assets of Holiday Consumer Discount Company and forms Holiday Financial Services Corporation 2006: Conversion to a state banking charter 2010: Joseph Bower becomes CEO after retirement of William Falger 2008-2009: Receives approval to raise $21 million via TARP; CNB chooses not to participate 2010: Capital raise of $34.5 million 2013: Acquisition of FC Banc Corp. headquartered in Bucyrus, Ohio with $360 million in assets History of CNB Financial

6 Created bank division with "blank sheet of paper“ in 2005 – Opportunity to build commercial based service model Market not overbanked, yet dominated by larger players – PNC, Citizens – Opportunity magnified through NCC acquisition and entry of First Niagara – Smaller customers being neglected by larger institutions Significantly greater population than our home markets – Erie is fourth largest city in Pennsylvania Central location between Buffalo-Cleveland-Pittsburgh Approximately 13,000 businesses in Erie county Historically manufacturing economy making transition to service industries Major employers: GE Transportation, Erie Insurance, Plastek Group, Hamot Strong health care component Four universities 2010 Lake Erie NY PA OH Expansion into Erie

Today 7 At December 31, 2013: Seven branches $366 million in loans $580 million in deposits

FC Banc Corp. Transaction Benefits • Provided entrance into Central Ohio with an acquisition of meaningful size and scale – Entrance into 5 new markets, similar to those that CNB currently serves, with dominant market share position – $360 million in total assets; $248 million in loans; and $332 million in deposits • Opportunity to replicate CNB’s already successful ERIEBANK model in a market conducive to CNB’s business plan • Significant opportunity for both organic and strategic growth going forward • Significant accretion to EPS expected in the first full combined year without significant TBV dilution – 5.4% EPS accretion expected in first full year with TBV dilution earned back by the end of 2014 8

Experienced Management Team Years at Years in Executive Title CCNE Industry Joseph B. Bower Jr. President & Chief Executive Officer 17 21 Mark D. Breakey EVP & Chief Credit Officer 23 29 David J. Zimmer President of ERIEBANK 9 30 Brian W. Wingard Treasurer and Chief Financial Officer 6 6 Joseph E. Dell Jr. SVP & Senior Commercial Lending Officer 1 30 Richard L. Greslick Jr. Secretary and SVP/Administration 16 16 Vincent C. Turiano SVP of Operations 5 41 9

CNB Stock Price Performance Since its follow-on offering in 2010, CNB has outperformed the NASDAQ Bank Index Source: SNL Financial. Price change from 6/14/10 to 1/24/14 10

Strong Organic Loan and Deposit Growth Strong organic loan and deposit growth through the financial crisis and recession Fundamental focus on originating loans in-market and funding with local, low-cost core deposits The Bank strives to be more customer-driven than its competitors and builds long-term customer relationships by being reliable and competitively priced 11 Total Loans Total Deposits 5-Year CAGR: Organic 9.5% 5-Year CAGR: Total 17.6% Organic 13.0% Total 14.2% 0 200,000 400,000 600,000 800,000 1,000,000 1,200,000 1,400,000 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 0 200,000 400,000 600,000 800,000 1,000,000 1,200,000 1,400,000 1,600,000 1,800,000 2,000,000 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y

Diversified Loan Portfolio $795 million 6.43% yield $1.3 billion 5.18% yield 12 0 0 0.00 0 Residential Mortgage 33.2% Commercial Real Estate 26.8% C&I 32.4% Consumer 7.6% 12/31/10 0 0 0 Residential Mortgage 35.1% Commercial Real Estate 38.3% C&I 21.4% Consumer 5.2% 12/31/13

Attractive Deposit Mix $1.2 billion 1.42% cost of deposits $1.8 billion 0.56% cost of deposits 13 Non- interest Bearing 12.1% Savings 56.1% Retail CDs 17.5% Jumbo CDs 14.2% 12/31/10 Non- interest Bearing 12.1% MMDA & Savings 73.5% Retail CDs 7.4% Jumbo CDs 7.0% 12/31/13

Deposit Market Share Source: SNL Financial. Deposit market share as of June 30, 2013 CNB Growth Market Growth Market Rank # of Branches CNB Deposits ($000) CNB Deposit Market Share (%) Year over Year (%) 5-Year CAGR (%) Total Deposits in Market ($000) Year over Year (%) 5-Year CAGR (%) Clearfield, PA 1 11 449,038 33.96 3.26 2.52 1,322,107 0.06 0.19 Erie, PA 5 4 426,736 10.09 6.13 51.94 4,228,343 3.57 5.56 Elk, PA 2 4 165,653 24.09 3.34 11.21 687,547 2.05 1.29 Crawford, OH 2 2 132,660 17.81 6.93 5.52 744,874 0.46 1.20 Crawford, PA 5 2 124,153 10.17 39.24 - 1,220,579 4.25 2.68 Mc Kean, PA 3 3 122,177 14.73 3.55 10.75 829,566 2.69 4.91 Franklin, OH 17 2 111,671 0.26 0.47 23.97 42,412,438 6.91 10.37 Centre, PA 9 1 84,641 3.16 7.94 11.64 2,680,576 7.21 7.26 Jefferson, PA 5 1 60,432 6.79 0.54 11.50 890,119 (1.18) 1.29 Warren, PA 4 1 59,694 7.03 (3.01) 33.49 848,819 5.83 4.70 Cambria, PA 10 1 51,717 1.87 0.87 6.33 2,770,851 (0.21) 2.47 Knox, OH 6 1 36,705 4.98 5.30 12.63 736,557 2.55 3.39 Morrow, OH 4 1 32,294 16.34 1.23 7.16 197,582 3.78 2.29 Richland, OH 13 1 10,753 0.63 10.32 - 1,705,766 (2.10) 1.43 Holmes, OH 9 1 2,880 0.39 - - 730,505 3.50 6.27 Indiana, PA 9 1 2,645 0.11 - - 2,436,997 20.10 4.62 Total 37 1,873,849 2.91 6.02 14.83 64,443,226 5.93 7.82 14

Improved Profitability * Please see the Appendix for a reconciliation of non-GAAP financial information. 15

Stable Net Interest Margin 16 0.00 1.00 2.00 3.00 4.00 5.00 6.00 7.00 8.00 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y Net Interest Margin Yield on Interest Earning Assets Cost of Interest Bearing Liabilities

Superior Asset Quality Source: SNL Financial. NPAs excluded restructured loans. Texas ratio defined as NPA & Loans 90+/ Tangible Common Equity + LLR. 0 0 0 0 0.42 1.17 0.93 1.09 0.85 0.61 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y NPAs/Assets 0 0 0 0 0.28 0.49 0.56 0.38 0.55 0.38 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y NCOs/Average Loans 0 0 0 0 1.29 1.37 1.35 1.48 1.51 1.25 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y Loan Loss Reserves/Gross Loans 0 0 0 0 7.06 20.30 14.82 18.85 16.90 8.64 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y Texas Ratio 17

Strong Capital Levels 0 0 0 0 5.12 5.08 7.05 7.61 7.63 6.34 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y Tangible Common Equity/Tangible Assets* 0 0 0 0 8.40 7.87 8.81 8.22 8.06 7.96 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y Leverage Ratio 0 0 0 0 10.80 10.70 14.13 13.89 14.03 12.51 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y Tier 1 Risk Based Ratio 0 0 0 0 12.00 11.95 15.38 15.14 15.28 13.72 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y Total Risk Based Ratio 18 * Please see the Appendix for a reconciliation of non-GAAP financial information.

CNB’s Growth Strategy Organic / De Novo Growth Strategy Acquisition Strategy 19 ERIEBANK growth continues to be strong Continue to open loan production offices to fill-in our markets FCBank market provides for organic growth through new offices and additional lenders Expand our presence into new markets that fit our business model (i.e. FCBank) Bring significant talent M&A is not a priority in our growth strategy; however, we will remain opportunistic and would consider a transaction that would:

Appendix 20

Non-GAAP Financial Reconciliation Tangible common equity to tangible assets is a non-GAAP financial measure calculated using GAAP amounts. Tangible common equity is calculated by excluding the balance of goodwill and other intangible assets from the calculation of shareholders’ equity. Tangible assets is calculated by excluding the balance of goodwill and other intangible assets from the calculation of total assets. CNB believes that this non-GAAP financial measure provides information to investors that is useful in understanding our financial condition. Because not all companies use the same calculations of tangible common equity and tangible assets, this presentation may not be comparable to other similarly titled measures calculated by other companies. A reconciliation of this non-GAAP financial measure is provided below. 21 Year ended December 31, ($ in thousands) 2008 2009 2010 2011 2012 2013 Total Shareholders' Equity $62,467 $69,409 $109,645 $131,889 $145,364 $164,911 Less Goodwill 10,821 10,821 10,821 10,821 10,946 27,194 Less Other Intangible Assets 185 85 - - - 4,583 Tangible Common Equity $51,461 $58,503 $98,824 $121,068 $134,418 $133,134 Total Assets $1,016,518 $1,161,591 $1,413,511 $1,602,207 $1,773,079 $2,131,289 Less Goodwill 10,821 10,821 10,821 10,821 10,946 27,194 Less Other Intangible Assets 185 85 - - - 4,583 Tangible Assets $1,005,512 $1,150,685 $1,402,690 $1,591,386 $1,762,133 $2,099,512 Total Shareholders' Equity / Total Assets 6.15% 5.98% 7.76% 8.23% 8.20% 7.74% Tangible Common Equity / Tangible Assets 5.12% 5.08% 7.05% 7.61% 7.63% 6.34%

Non-GAAP Financial Reconciliation The following is a non-GAAP disclosure of net income excluding the effects of net realized gains on the sale of available for sale securities and one-time merger costs: 22 Year ended December 31, ($ in thousands) 2012 2013 Pre-tax net income, GAAP basis $23,547 $23,019 Net realized gains on available-for-sale securities (1,379) (355) Merger costs - 2,396 Pre-tax net income, non-GAAP $22,168 $25,060 Effective tax rate After-tax net income, GAAP basis $17,136 $16,679 Net realized gains on available-for-sale securities (896) (231) Merger costs, net of tax - 1,362 After-tax net income, non-GAAP $16,240 $17,810