EX-99.1 2 d875231dex991.htm EX-99.1

Investor Meetings February 2015 Exhibit 99.1

Forward-Looking Statements 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) deposit attrition; (xii) rapidly changing technology; (xiii) unanticipated regulatory or judicial proceedings and liabilities and other costs; (xiv) changes in the cost of funds, demand for loan products or demand for financial services; and (xv) 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. 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. 2

CNB Financial Overview CNB Financial is a full-service bank, headquartered in Clearfield, PA, providing services, including wealth and asset management, to individuals, businesses, governments, and institutional customers As of December 31, 2014: • Assets: $2.2 billion • Loans: $1.4 billion • Deposits: $1.8 billion Operates 38 branches in North Central Pennsylvania and Ohio through its principal subsidiary, CNB Bank CNB Bank is a regional independent community bank operating: • 21 branches in North Central Pennsylvania • 8 full-service branches through ERIEBANK, a division of CNB Bank headquartered in Erie, PA • 9 full-service branches through FCBank, a division of CNB Bank, headquartered in Bucyrus, Ohio Loan production offices in Hollidaysburg, PA and Ashtabula, OH Holiday Financial Services Corporation is a consumer discount loan company with 13 offices NASDAQ-listed under the symbol “CCNE” 3 Source: SNL Financial and company data. Information and data as of December 31, 2014

Strong Balance Sheet Growth • Loans of $1.4 billion at December 31, 2014 represent 4.6% of organic growth over December 31, 2013 • Deposits of $1.8 billion at December 31, 2014 represent 0.6% growth over December 31, 2013, non-interest bearing demand deposits grew 10.6% and savings deposits grew 8.3%, offset by a decline in non-core time deposits of 33.4% Profitability • Record net income of $23.1 million in 2014, an increase of 38.3% over 2013 • Earnings per share of $1.60 in 2014 up from $1.29 in 2013, an increase of 24% • Annualized return on assets of 1.07% and return on equity of 12.76% in 2014, as compared to 0.88% and 11.38%, respectively, in 2013 • Net interest margin of 3.82% compared to 3.47% for the full year 2013* Superior Asset Quality • Nonperforming assets to total assets declined to 0.47% from 0.61% at December 31, 2013 • Net charge-offs to average loans of 0.10% for CNB Bank and 0.21% including Holiday Financial Services Corp. • Allowance for loan losses to loans of 1.28% Capital • Tangible common equity to tangible assets of 7.32%** • Leverage ratio of 8.39% • Tier 1 Risk Based Ratio of 13.06% • Total Risk Based Capital Ratio of 14.31% Financial Highlights – 2014 4 Note: Financial data as of or for the twelve months ended December 31, 2014 * Net accretion included in loan interest income related to loans acquired in the fourth quarter of 2013 was $2.9 million in 2014, resulting in an increase in the net interest margin of 14 basis points **Please see the Appendix for a reconciliation of non-GAAP financial information.

2014 Initiatives Focused on the integration of the FC Banc Corp. acquisition Opened a CNB Bank loan production office in Blair County, PA in April Opened a FCBank full-service branch in Dublin, OH in July Opened an ERIEBANK loan production office in Ashtabula, OH in October Construction of new ERIEBANK full-service branch in Erie, PA that opened in January 2015 5

History of CNB Financial 6 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

ERIEBANK, a division of CNB Bank, was created de novo in 2005 At December 31, 2014: Eight branches One loan production office $417 million in loans $594 million in deposits 7

Expansion into Ohio • The acquisition of FC Banc Corp., which closed in the fourth quarter of 2013, expanded CNB’s geographic footprint into Central Ohio with meaningful size and scale – Entry into 5 new markets, similar to CNB core markets – $360 million in total assets; $248 million in loans; and $332 million in deposits as of October 11, 2013 • 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 • EPS accretion realized in the first full combined year without significant TBV dilution 8

CNB’s Experienced Management Team Years at Years in Executive Title CCNE Industry Joseph B. Bower Jr. President & Chief Executive Officer 18 22 Richard L. Greslick Jr. SEVP / Chief Operating Officer & Secretary 17 17 Joseph E. Dell Jr. EVP / Chief Lending Officer 2 31 Mark D. Breakey SEVP / Chief Credit Officer 24 30 Brian W. Wingard EVP / Chief Financial Officer & Treasurer 7 7 Vincent C. Turiano EVP / Operations 6 42 Leanne D. Kasseb EVP / Marketing 19 21 Mary Ann Conaway EVP / Human Resources 33 33 David J. Zimmer President of ERIEBANK 10 31 J. Andrew Dale President of FC Bank 2 28 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 2/3/15 10

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 while maintaining asset quality The Bank strives to be more customer- driven than its competitors and builds long- term customer relationships by being reliable and competitively priced Loans and deposits at December 31, 2014 increased 4.6% and 0.6%, respectively, compared to year-end 2013 Deposit growth in 2014 includes growth in non-interest bearing demand deposits of 10.6% and savings deposits of 8.3%, offset by a decline in non-core time deposits of 33.4% CNB anticipates moderate loan and deposit growth across all of its markets in 2015 Strong Organic Loan and Deposit Growth 11 0 0 0 0 0 200,000 400,000 600,000 800,000 1,000,000 1,200,000 1,400,000 1,600,000 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y Total Loans 5-Year CAGR: Total 13.6% Organic 9.1% 0 0 0 0 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 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y Total Deposits 5-Year CAGR: Total 14.1% Organic 9.6%

Diversified Loan Portfolio $795 million 6.43% yield 12 $1.4 billion 5.33% yield

Attractive Deposit Mix $1.2 billion 1.42% cost of deposits 13 $1.8 billion 0.51% cost of deposits

Deposit Market Share Source: SNL Financial. Deposit market share as of June 30, 2014 14 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 10 455,265 33.97 1.39 3.34 1,340,282 1.37 0.03 Erie, PA 5 4 408,166 9.31 (4.35) 24.86 4,382,281 3.64 5.23 Elk, PA 2 4 167,188 24.26 0.93 11.89 689,050 0.22 0.94 Crawford, PA 5 2 136,415 10.74 9.88 - 1,270,313 4.07 3.15 McKean, PA 3 3 122,367 14.90 0.16 11.62 821,456 (0.98) 3.30 Crawford, OH 2 2 120,590 16.81 (9.10) 1.66 717,532 (3.67) 0.82 Franklin, OH 17 3 107,979 0.24 (3.31) 14.18 44,791,832 5.79 8.60 Centre, PA 10 1 84,454 3.23 (0.22) 7.80 2,613,896 (2.49) 4.11 Warren, PA 4 1 58,448 7.50 (2.09) 15.80 778,847 (8.24) 1.92 Cambria, PA 10 1 51,820 1.87 0.20 4.96 2,775,698 0.17 1.47 Jefferson, PA 6 1 50,604 5.71 (16.26) 9.74 885,793 (0.49) 0.67 Knox, OH 6 1 37,364 4.94 1.80 3.97 756,899 2.76 2.92 Morrow, OH 4 1 31,116 15.51 (3.65) 2.86 200,664 1.56 2.09 Richland, OH 13 1 12,113 0.71 12.65 28.21 1,715,231 0.55 1.02 Holmes, OH 8 1 4,789 0.63 66.28 - 760,371 4.09 6.89 Indiana, PA 9 1 2,651 0.11 0.23 - 2,449,716 0.52 3.11 Total 37 1,851,329 2.77 (1.20) 11.52 66,949,861 4.01 6.48

Improved Profitability * Note 2013 full year net income includes one-time merger costs of $2.4 million (pre-tax) related to the acquisition of FC Banc Corp. 15 0 0 0 0 $8,512 $11,316 $15,104 $17,136 $16,679 $23,074 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y Net Income 5-Year CAGR +22.1% 0 0 0 0 0.79 0.87 1.00 1.00 0.88 1.07 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y ROAA 0 0 0 0 $0.98 $1.06 $1.23 $1.38 $1.29 $1.60 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y Diluted EPS 5-Year CAGR +10.3% 0 0 0 0 59.91 58.54 54.96 53.67 55.24 59.54 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y Efficiency Ratio

Stable Net Interest Margin 16 0 0 0 0 4.33 4.00 3.65 3.59 3.49 3.47 3.82 6.72 5.89 5.23 4.84 4.42 4.15 4.43 2.64 2.07 1.78 1.44 1.08 0.79 0.71 0.00 1.00 2.00 3.00 4.00 5.00 6.00 7.00 8.00 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 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* + Allowance for Loan Losses. * Please see the Appendix for a reconciliation of non-GAAP financial information 17 0 0 0 0 1.17 0.93 1.09 0.85 0.61 0.47 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y NPAs/Assets 0 0 0 0 1.37 1.35 1.48 1.51 1.25 1.28 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y Allowance for Loan Losses/ Gross Loans 0 0 0 0 20.30 14.82 18.85 16.90 14.00 14.25 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y Texas Ratio 0 0 0 0 0.49 0.56 0.38 0.55 0.39 0.21 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y NCOs/Average Loans

Strong Capital Levels 18 * Please see the Appendix for a reconciliation of non-GAAP financial information. 0 0 0 0 5.08 7.05 7.61 7.63 6.34 7.32 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y Tangible Common Equity/Tangible Assets* 0 0 0 0 7.87 8.81 8.22 8.06 7.96 8.39 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y Leverage Ratio 0 0 0 0 10.70 14.13 13.89 14.03 12.51 13.06 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y Tier 1 Risk Based Ratio 0 0 0 0 11.95 15.38 15.14 15.28 13.72 14.31 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y Total Risk Based Ratio

CNB’s Growth Strategy Organic / De Novo Growth Strategy Intend to grow organically in the FCBank market through new offices and additional lenders Continued growth of ERIEBANK by focusing on retail and commercial relationship banking as well as private banking Continue to open loan production offices to fill in our markets Acquisition Strategy M&A is not a priority in our growth strategy; however, we will remain opportunistic and would consider a transaction that would: Expand our presence into new markets that fit our business model (e.g. FCBank) Bring significant talent Fill in existing markets 19

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) 2009 2010 2011 2012 2013 2014 Total Shareholders' Equity $69,409 $109,645 $131,889 $145,364 $164,911 $188,548 Less Goodwill 10,821 10,821 10,821 10,946 27,194 27,194 Less Other Intangible Assets 85 - - - 4,583 3,403 Tangible Common Equity $58,503 $98,824 $121,068 $134,418 $133,134 $157,951 Total Assets $1,161,591 $1,413,511 $1,602,207 $1,773,079 $2,131,289 $2,189,213 Less Goodwill 10,821 10,821 10,821 10,946 27,194 27,194 Less Other Intangible Assets 85 - - - 4,583 3,403 Tangible Assets $1,150,685 $1,402,690 $1,591,386 $1,762,133 $2,099,512 $2,158,616 Total Shareholders' Equity / Total Assets 5.98% 7.76% 8.23% 8.20% 7.74% 8.61% Tangible Common Equity / Tangible Assets 5.08% 7.05% 7.61% 7.63% 6.34% 7.32%