EX-99.1 2 d923706dex991.htm EX-99.1

Investor Meetings May 2015 Exhibit 99.1

Forward-Looking Statements 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 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; (xvi) other economic, competitive, governmental or technological factors affecting our operations, markets, products, services and prices; and (xvii) our success at managing the foregoing items. Such developments could have an adverse impact on our financial position and our results of operations.

CNB Financial Overview 3 Source: SNL Financial and company data. Information and data as of March 31, 2015 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 March 31, 2015: • Assets: $2.2 billion • Loans: $1.4 billion • Deposits: $1.9 billion Regional independent community bank operating 38 branches through its principal subsidiary, CNB Bank: • 21 CNB Bank full-service 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”

Strong Balance Sheet Growth • Loans of $1.4 billion at March 31, 2015 represent 4.8% of organic growth over March 31, 2014 • Deposits of $1.9 billion at March 31, 2015 represent 2.1% growth over March 31, 2014, non-interest bearing demand deposits grew 17.0% and savings deposits grew 0.9% over March 31, 2014, offset by a decline in non-core time deposits of 3.8% Profitability • Net income of $5.6 million for the three months ended March 31, 2015 compared to net income of $5.2 million for the same period in 2014, an increase of 7.7% • Earnings per share of $0.39 in the first quarter of 2015 up from $0.36 in the first quarter of 2014, an increase of 8.3% • Annualized return on assets of 1.02% and return on equity of 11.47% for the first quarter of 2015, as compared to 0.97% and 11.97%, respectively, for the first quarter of 2014 • Net interest margin of 3.82% compared to 3.79% a year ago* Superior Asset Quality • Nonperforming assets to total assets declined to 0.47% from 0.62% at March 31, 2014 • Net charge-offs to average loans of 0.05% for CNB Bank only and 0.19% on a consolidated basis • Allowance for loan losses to loans of 1.30% at March 31, 2015 and 1.29% at March 31, 2014 Capital • Tangible common equity to tangible assets of 7.70%** • Leverage ratio of 8.59% • Common equity tier 1 ratio of 11.45% Financial Highlights – 1Q15 4 Note: Financial data as of or for the three months ended March 31, 2015 * Net accretion included in loan interest income related to loans acquired in the fourth quarter of 2013 was $1.06 million in the first quarter of 2015, resulting in an increase in the net interest margin of 21 basis points **Please see the Appendix for a reconciliation of non-GAAP financial information. • Tier 1 Risk Based Ratio of 12.84% • Total Risk Based Capital Ratio of 14.07%

2015 Initiatives Acquisition of land in Worthington, Ohio and begin construction process of FCBank flagship office Acquisition of land in Altoona, PA and begin construction process of full-service branch Construction of new ERIEBANK full-service branch in Erie, PA that opened in January 2015 Focus on commercial real estate lending 5

History of CNB Financial 6 1865 1934 1984 2005 2006 2008 2009 2010 2013 2015 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 2015: 150 Anniversary Celebration th

ERIEBANK, a division of CNB Bank, was created de novo in 2005 7 At March 31, 2015: Eight branches One loan production office $433 million in loans $601 million in deposits

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 – $380 million in total assets; $243 million in loans; and $340 million in deposits as of March 31, 2015 • 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. Kassab 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 4/28/15 10 CCNE NASDAQ Bank

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 March 31, 2015 increased 4.8% and 2.1%, respectively, compared March 31, 2014 Deposit growth in the first quarter of 2015 includes strong growth in non-interest bearing demand deposits of 17.0% and savings deposits of 0.9%, offset by a decline in non-core time deposits of 3.8% 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 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 1Q15 Total Loans 5-Year CAGR: Total 13.7% Organic 9.2% 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 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 1Q15 Total Deposits 5-Year CAGR: Total 12.6% Organic 8.3%

Diversified Loan Portfolio $795 million 6.43% yield 12 $1.4 billion 5.19% yield 0 0 0 0 Residential Mortgage 37.1% Commercial Real Estate 25.4% C&I 32.1% Consumer 5.4% 3/31/15 0 0 0.00 0 Residential Mortgage 33.2% Commercial Real Estate 26.8% C&I 32.4% Consumer 7.6% 12/31/10

Attractive Deposit Mix 13 $1.9 billion 0.51% cost of deposits 0 0 0.00 0 MMDA & Savings 74.7% Retail CDs 6.4% Jumbo CDs 5.0% 3/31/15 Non- interest Bearing 13.9% $1.2 billion 1.42% cost of deposits Non- interest Bearing 12.1% MMDA & Savings 56.1% Retail CDs 17.5% Jumbo CDs 14.2% 12/31/10

Total Portfolio $660 million Tax Equivalent Book Yield 2.6% Modified Duration 4.0 years Price Change +300 bps (11.8%) Available-for-Sale Investment Portfolio March 31, 2015 14 U.S. Gov't Agencies 23% Municipals 28% SBA 9% Corporate 3% Other 0% U.S. Gov't Wrapped Resi/Multi- Family Mtgs 37%

Deposit Market Share Source: SNL Financial. Deposit market share as of June 30, 2014 15 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

0 0 0 0 $0.61 $0.98 $1.06 $1.23 $1.38 $1.29 $1.60 $0.39 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y YTD Diluted EPS 5-Year CAGR +9.3% 0 0 0 0 $5,235 $8,512 $11,316 $15,104 $17,136 $16,679 $23,074 $5,565 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y YTD Net Income 5-Year CAGR +20.8% 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. 16 0 0 0 0 0.55 0.79 0.87 1.00 1.00 0.88 1.07 1.02 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y YTD ROAA 0 0 0 0 7.88 12.86 11.62 12.36 12.17 11.38 12.76 11.47 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y YTD ROAE

Stable Net Interest Margin 17 0 0 0 0 4.33 4.00 3.65 3.59 3.49 3.47 3.82 3.82 6.72 5.89 5.23 4.84 4.42 4.15 4.43 4.42 2.64 2.07 1.78 1.44 1.08 0.79 0.71 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 YTD 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 18 0 0 0 0 0.42 1.17 0.93 1.09 0.85 0.61 0.47 0.47 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 1Q15 NPAs/Assets 0 0 0 0 0.28 0.49 0.56 0.38 0.55 0.39 0.21 0.19 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y YTD NCOs/Average Loans 0 0 0 0 1.29 1.37 1.35 1.48 1.51 1.25 1.28 1.30 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 1Q15 Allowance for Loan Losses/ Gross Loans 0 0 0 0 7.06 20.30 14.82 18.85 16.90 14.00 14.25 13.86 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 1Q15 Texas Ratio

Strong Capital Levels 19 * Please see the Appendix for a reconciliation of non-GAAP financial information. 0 0 0 0 5.12 5.08 7.05 7.61 7.63 6.34 7.32 7.70 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 1Q15 Tangible Common Equity/Tangible Assets* 0 0 0 0 8.40 7.87 8.81 8.22 8.06 7.96 8.39 8.59 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 1Q15 Leverage Ratio 0 0 0 0 10.80 10.70 14.13 13.89 14.03 12.51 13.06 12.84 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 1Q15 Tier 1 Risk Based Ratio 0 0 0 0 12.00 11.95 15.38 15.14 15.28 13.72 14.30 14.07 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 1Q15 Total Risk Based Ratio

CNB’s Growth Strategy 20 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

Appendix 21

Non-GAAP Financial Reconciliation 22 Year ended December 31, ($ in thousands) 2009 2010 2011 2012 2013 2014 1Q15 Total Shareholders' Equity $69,409 $109,645 $131,889 $145,364 $164,911 $188,548 $195,882 Less Goodwill 10,821 10,821 10,821 10,946 27,194 27,194 27,194 Less Core Deposit Intangible 85 - - - 4,583 3,403 3,144 Tangible Common Equity $58,503 $98,824 $121,068 $134,418 $133,134 $157,951 $165,544 Total Assets $1,161,591 $1,413,511 $1,602,207 $1,773,079 $2,131,289 $2,189,213 $2,180,140 Less Goodwill 10,821 10,821 10,821 10,946 27,194 27,194 27,194 Less Core Deposit Intangible 85 - - - 4,583 3,403 3,144 Tangible Assets $1,150,685 $1,402,690 $1,591,386 $1,762,133 $2,099,512 $2,158,616 $2,149,802 Total Shareholders' Equity / Total Assets 5.98% 7.76% 8.23% 8.20% 7.74% 8.61% 8.98% Tangible Common Equity / Tangible Assets 5.08% 7.05% 7.61% 7.63% 6.34% 7.32% 7.70% Tangible Book Value per Share $6.68 $8.08 $9.78 $10.77 $9.23 $10.97 $11.49 Ending Shares Outstanding 8,761,273 12,237,261 12,377,318 12,475,904 14,427,780 14,404,416 14,402,362 Tangible common equity, tangible assets and tangible book value per share are non-GAAP financial measures calculated using GAAP amounts. Tangible common equity is calculated by excluding the balance of goodwill and the core deposit intangible from the calculation of shareholders’ equity. Tangible assets is calculated by excluding the balance of goodwill and the core deposit intangible from the calculation of total assets. Tangible book value per share is calculated by dividing tangible common equity by the number of shares outstanding. CNB believes that these non-GAAP financial measures provide information to investors that is useful in understanding our financial condition because they are additional measures used to assess capital adequacy. 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 these non-GAAP financial measures is provided below (dollars in thousands, except share and per share data).