EX-99.1 2 d923706dex991.htm EX-99.1

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).