-----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, EtXYW+/GmC49/8+Hgi9su+dh3E/1LJAJgWhlXpSGguGHj1tnP7Y6iCRCOf0YYYF/ yOenaLLlYSGBJW2ndaPjjA== 0000713671-02-000031.txt : 20021024 0000713671-02-000031.hdr.sgml : 20021024 20021024130148 ACCESSION NUMBER: 0000713671-02-000031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021024 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20021024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DNB FINANCIAL CORP /PA/ CENTRAL INDEX KEY: 0000713671 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 232222567 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16667 FILM NUMBER: 02797036 BUSINESS ADDRESS: STREET 1: 4 BRANDYWINE AVE CITY: DOWNINGTOWN STATE: PA ZIP: 19335 BUSINESS PHONE: 6102691040 MAIL ADDRESS: STREET 1: 4 BRANDYWINE AVENUE CITY: DOWNINGTOWN STATE: PA ZIP: 19335 8-K 1 form_8-kprelease0902.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report - October 24, 2002 DNB FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 0-1667 23-2222567 - ---------------------------- ---------------- ----------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification Number) 4 Brandywine Avenue, P. O. Box 1004, Downingtown, Pennsylvania 19335-0904 - -------------------------------------------------------------- ---------- (Address of principal executive offices) (Zip code) Registrant's telephone number including area code: (610) 269-1040 -------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 1. Changes in Control of Registrant Not Applicable. Item 2. Acquisition or Disposition of Assets Not Applicable. Item 3. Bankruptcy or Receivership Not Applicable. Item 4. Changes in Registrant's Certifying Accountant Not Applicable. Item 5. Other Events Not Applicable. Item 6. Resignations of Registrant's Directors Not Applicable. Item 7. Financial Statements and Exhibits Exhibit No. Exhibit ----------- -------------------------------------------- 99 Press Release dated October 24, 2002 of DNB Financial Corporation(filed pursuant to Item 9 hereof). 99.1 Additional Correspondence - Certifications of financial statements by Chief Executive Officer and Chief Financial Officer Item 8. Change in Fiscal Year Not Applicable Item 9. Regulation FD Disclosure. ------------------------ On October 24, 2002, DNB Financial Corporation issued a press release concerning its Third Quarter Earnings. This press release is filed herein, as part of this Item 9, as Exhibit 99. The Chief Executive Officer and Chief Financial Officer of DNB Financial Corporation (the "Company") each submitted to the Securities and Exchange Commission on October 24, 2002 the certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 in connection with the filing of the Company's Current Report on Form 8-K dated October 23, 2002. Copies of the foregoing certifications are attached hereto as exhibit 99.1. 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 hereunto duly authorized. DNB FINANCIAL CORPORATION (Registrant) /s/ Henry F. Thorne --------------------------- Henry F. Thorne, President and Chief Executive Officer Dated: October 24, 2002 EX-99.77Q1 3 pressrelease-102302.txt PRESS RELEASE DNB Financial Corporation NEWS RELEASE For further information, please contact: Bruce Moroney CFO/ Senior Vice President 610-873-5253 FOR IMMEDIATE RELEASE DNB Financial Corporation Reports Earnings for the Third Quarter (October 24, 2002 -- Downingtown, PA) DNB Financial Corporation, parent of the Downingtown National Bank, today reported a profit of $729,801 or $0.41 per share, for the third quarter of 2002. This compares to a profit of $612,019, or $0.34 per share, for the third quarter of 2001. For the nine months ended September 30, 2002, earnings were $2,076,160, or $1.16 per share, compared to a profit of $1,824,900, or $1.02 per share for the first nine months of 2001. All per share amounts are presented on a diluted basis and have been restated to reflect the 5% stock dividend paid on December 27, 2001. Return on average equity and assets for the third quarter of 2002 were 11.13% and 0.76%, compared to 9.66% and 0.65% for the same period in 2001. Commenting on earnings, Henry F. Thorne, President and Chief Executive Officer of Downingtown National Bank stated: "I am pleased that our earnings have continued to grow, despite the weak economic climate. Our net interest income increased $195,000 to $3.1 million during the quarter, compared to the same quarter last year. Non-interest income increased $127,000, or 21.8% to $709,000 for the same comparative periods, while non-interest expenses increased $217,000, or 8.3% to $2.8 million. Although net interest income is higher during both the three and nine month periods ended September 30, 2002, DNB like many banks, continues to experience pressure on our margins caused by heavy payoffs in our consumer loan and mortgage backed securities portfolios as consumers continue to take advantage of historically low rates and refinance their mortgages." The Bank's total assets were $384.5 million at September 30, 2002, up 0.78% from a year ago. Total deposits and borrowings were $356.5 million, up 0.65% from September 30, 2001. Total loans at September 30, 2002 were $193.5 million, up 1% compared to the same period last year. At September 30, 2002, stockholders' equity totaled $26.3 million. Certain statements in this report, including any which are not statements of historical fact, may constitute "forward looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Without limiting the foregoing, the words "expect", "anticipate", "plan", "believe", "seek", "estimate", "predict", "internal" and similar words are intended to identify expressions that may be forward-looking statements. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those contemplated by such statements. Many of these factors are beyond DNB's ability to control or predict. Readers of this report are accordingly cautioned not to place undue reliance on forward-looking statements. DNB disclaims any intent or obligation to update publicly any of the forward-looking statements herein, whether in response to new information, future events or otherwise. DNB Financial Corporation is a bank holding company whose bank subsidiary, Downingtown National Bank, is a commercial bank and a member of the FDIC. The Bank, headquartered in Downingtown, Chester County, Pennsylvania, has nine (9) full service offices. Through DNB Advisors, Downingtown National Bank provides wealth management and trust services to individuals and businesses throughout Chester County. The Bank and its subsidiary, DNB Financial Services, Inc., make available certain nondepository products and services, such as securities brokerage, mutual funds, life insurance and annuities. Customers may also visit us on our website at http://www.dnb4you.com. Inquiries regarding the purchase of DNB Financial Corporation stock may be made through the market makers listed on our website at http://www.dnb4you.com. DNB Financial Corporation Summary of Financial Statistics (Dollars in thousands, except per share data) Three Months Nine Months Ended Ended September 30 September 30 - -------------------------------------------------------------------------------- 2002 2001 2002 2001 ------ ------ ------- ------- EARNINGS: Total interest income $5,430 $6,093 $16,531 $18,492 Total interest expense 2,347 3,205 7,209 10,187 Net interest income 3,083 2,888 9,322 8,305 Provision for loan losses 0 0 0 0 Non-interest income 709 582 1,882 1,565 Non-interest expense 2,826 2,609 8,534 7,301 Income before income taxes 966 861 2,670 2,569 Income tax expense 236 249 594 744 Net income 730 612 2,076 1,825 Net income per share, diluted* $0.41 $0.34 $1.16 $1.02 PERFORMANCE RATIOS: Interest rate spread 3.39% 3.19% 3.46% 3.17% Net interest margin 3.43% 3.25% 3.50% 3.24% Return on average equity 11.13% 9.66% 10.94% 10.01% Return on average assets 0.76% 0.65% 0.73% 0.67% September 30 - -------------------------------------------------------------------------- 2002 2001 -------- ------- FINANCIAL POSITION: Total assets $384,520 $381,549 Loans 193,503 191,761 Deposits 287,793 293,481 Borrowings 68,730 60,737 Stockholders' equity 26,326 25,452 EQUITY RATIOS: Tier 1 leverage ratio 8.18% 8.08% Risk-based capital ratio 13.60% 12.73% Book value per share* $15.12 $14.32 * All per share amounts have been restated to reflect the 5% stock dividend paid December 27, 2001. EX-99 4 ceo-cfo_certif20021002.txt CERTIFICATION LETTER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Current Report on Form 8-K dated October 24, 2002 of DNB Financial Corp. (the "Company") as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Henry F. Thorne, President and Chief Executive Officer, and Bruce E. Moroney, Chief Financial Officer, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge: (1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a)); and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/Henry F. Thorne /s/Bruce E. Moroney - ----------------------------------- ------------------------ Henry F. Thorne Bruce E. Moroney President and Chief Executive Officer Chief Financial Officer October 24, 2002 -----END PRIVACY-ENHANCED MESSAGE-----