EX-99.1 9 d634388dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

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TABLE OF CONTENTS

 

Consolidated Financial Highlights

      4   

Message to the Shareholders

      5   

Executive Management and Board of Directors

      8   

Officers

      9   

Shareholder Information

      12   

 

CNB FINANCIAL CORPORATION 2013 ANNUAL REPORT HIGHLIGHTS

 

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FOR THE YEAR

       
     2013     2012     % Change  

Interest Income

    $ 71,416      $ 68,129        4.8 % 

Interest Expense

      12,212        14,920        (18.2 %) 

Net Interest Income

      59,204        53,209        11.3 % 

Non-interest Income

      13,766        12,664        8.7 % 

Non-interest Expense

      43,813        35,945        21.9 % 

Net Income

      16,679        17,136        (2.7 %) 

Net Income Return on:

       

Average Assets

      0.88 %      1.00 %      (12.0 %) 

Average Equity

      11.38 %      12.17 %      (6.5 %) 

AT YEAR END

       

Assets

    $ 2,131,289      $ 1,773,079        20.2 % 

Loans, net of unearned

      1,295,363        927,824        39.6 % 

Deposits

      1,835,314        1,485,003        23.6 % 

Shareholders’ Equity

      164,911        145,364        13.4 % 

Trust Assets Under Management (at market value)

      422,366        387,446        9.01 % 

PER SHARE DATA

       

Net Income, diluted

    $ 1.29      $ 1.38        (6.5 %) 

Dividends

      0.66        0.66        0.0 % 

Book Value

      11.43        11.65        (1.9 %) 

Market Value

      19.00        16.38        16.0 % 
 

 

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MESSAGE TO THE SHAREHOLDERS

To Our Shareholders, Customers, Employees & Friends:

2013 marked another first for CNB Financial Corporation. CNB is now operating in the state of Ohio as a result of its merger with The Farmers Citizens Bank and its parent company, FC Banc Corp., headquartered in Bucyrus, Ohio, on October 11, 2013. CNB added $360 million in assets and eight offices located in two distinct markets. The new markets will provide fresh opportunities for agricultural lending in the rural market, as well as business development opportunities in our first major metropolitan area, Co-lumbus, Ohio. CNB’s strategy has been to grow organically in our markets with quality bankers from that market or to create a de novo presence in markets that fit our business model. This merger provided an opportunity to gain entry in Ohio and leverage the expertise of the employees of The Farmers Citizens Bank, now FCBank, to continue growing organically in the new markets.

In 2013, excluding the acquired assets and liabilities, loans for CNB grew 13% while deposits did not change significantly from 2012. Pre-tax net income, excluding merger related expenses and gain on sale of securities, increased 13%, an indication that the growth in core earnings remains strong, with even greater opportunities for growth as a result of the merger.

Earnings for 2013 were positive even with the merger costs included. CNB’s return on average equity was 11.38% and earnings per share was $1.29. As previously announced, the merger is expected to be accretive to earnings during 2014. In addition, the change in asset composition from investments to loans should provide us with a much improved loan to deposit ratio and an enhanced net interest margin and earnings.

 

CNB FINANCIAL CORPORATION 2013 ANNUAL REPORT HIGHLIGHTS

 

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Message to the Shareholders continued…

A key focus for all financial companies is the quality of their assets. CNB has a long history of high asset quality, with its loan metrics continuing to be strong and improving. CNB’s ratio of non-performing assets to total assets improved to 0.61% in 2013 from 0.85% in 2012 and its charge-offs as a percentage of average loans at decreased from 0.55% in 2012 to 0.38% in 2013. The loan portfolio mix of Commercial & Industrial, Commercial Real Estate and Residential Real Estate provides for good diversity in the portfolio. With the new markets and a chance to grow the agricultural portfolio, the lending portfolio diversification will also be enhanced by greater geographical diversity.

The merger with The Farmers Citizens Bank was our major highlight for 2013 but was not our only significant event. Throughout 2013, the major expansion of our main office in Clearfield has been underway. At the writing of last year’s letter, we expected to open the facility in the fourth quarter of 2013. Although the date of the opening was delayed until March of 2014, the expanded office will be fully operational at the time of this year’s annual meeting. The office will have the open floor plan first used in ERIE-BANK which provides the customer with a more inviting approach to banking. During 2013, we also upgraded our Indiana, PA loan production office to a full service location in order to better serve that market. Finally, Holiday Financial Services opened a new location in Indiana, PA in 2013 while relocating both the Ebensburg and Bellefonte stores to locations that are more convenient to our customers.

Charles H. Reams retired from our Board of Directors in January 2014. Chuck served for seven years as a Director of the Corporation and CNB Bank. Chuck was very instrumental in CNB gaining entry in the Erie market and with the formation and success of ERIEBANK. Chuck played a crucial role on our ERIEBANK advisory board since its founding and will remain a member of the advisory board. On behalf of the Board and Management, I would like to thank Chuck for his years of service and wish him well in all of his future endeavors.

As always, we are proud to report CNB Financial Corporation’s 2013 results. We thank you for your continued ownership in CNB and look forward to another prosperous year in 2014.

 

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Joseph B. Bower, Jr.

President and Chief Executive Officer

 

CNB FINANCIAL CORPORATION 2013 ANNUAL REPORT HIGHLIGHTS

 

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EXECUTIVE MANAGEMENT & BOARD OF DIRECTORS

Corporate Officers, CNB Financial Corporation

 

Joseph B. Bower, Jr.    Brian W. Wingard   
President & Chief Executive Officer    Treasurer & Principal Financial Officer   
Richard L. Greslick, Jr.    Vincent C. Turiano   
Secretary    Assistant Secretary   
Executive Officers, CNB Bank      
Joseph B. Bower, Jr.    Mary Ann Conaway   
President & Chief Executive Officer   

Senior Vice President, Human

Resources

   
Mark D. Breakey      
Executive Vice President &    Joseph E. Dell, Jr.   
Chief Credit Officer    Senior Vice President & Chief   
Richard L. Greslick, Jr.    Lending Officer   
Executive Vice President, Chief    Leanne D. Kassab   
Operating Officer    Senior Vice President, Marketing   
Brian W. Wingard    Vincent C. Turiano   
Senior Vice President & Chief Financial    Senior Vice President, Operations   
Officer      
Board of Directors      
CNB Financial Corporation and CNB Bank    Robert D. Hord    Nick Scott, Jr.
Dennis L. Merrey    President of Hord Livestock Company,    Vice President & Owner, Scott
Chairman of the Board    Inc. (Agriculture)    Enterprises (Hospitality Industry)
Retired, Formerly President,    Robert W. Montler    Richard B. Seager
Clearfield Powdered Metals, Inc.    President & Chief Executive Officer,    President and Chief Executive Officer,
(Manufacturer)    Lee Industries and Keystone Process    Beacon Light Behavioral Health
Joseph B. Bower, Jr.    Equipment (Manufacturer)    Systems (Health Services)
President and Chief Executive    Joel E. Peterson    Peter F. Smith
Officer, CNB Financial Corporation;    President, Clearfield Wholesale Paper    Attorney at Law
President and Chief Executive    (Wholesaler)    DIRECTOR EMERITUS
Officer, CNB Bank    Deborah Dick Pontzer   
William F. Falger    Economic Development and Workforce    L. E. Soult, Jr.
Retired, Formerly President and    Specialist, Office of Congressman   
Chief Executive Officer, CNB    Glenn Thompson   
Financial Corporation, CNB Bank    Jeffrey S. Powell   
Richard L. Greslick, Jr.    President, J.J. Powell, Inc. (Petroleum   
Executive Vice President & Chief    Distributor)   
Operating Officer, CNB Bank;    James B. Ryan   
Secretary, CNB Financial Corporation    Retired, Formerly Vice President of   
   Sales, Marketing, Windfall Products,   
   Inc. (Manufacturer)   

 

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OFFICERS

 

Administrative Services    
Timothy A. Bracken   Shannon L. Irwin   Susan B. Kurtz
Vice President, Controller   Assistant Vice President, Human   Customer Service Officer
Edward H. Proud   Resources   Dennis J. Sloppy
Vice President, Information Systems   Carolyn B. Smeal   Information Systems Officer
Susan M. Warrick   Assistant Vice President, Operations   B.J. Sterndale
Vice President, Operations   Becky Coleman   Training Officer
Thomas J. Ammerman, Jr.   Operations Officer   Brenda L. Terry
Assistant Vice President, Security   Carol J. Cossick   Banking Officer
Donna J. Collins   Assistant Controller  
Assistant Vice President,   Thomas W. Grice  
Compliance   Network Administration Officer  
Branch Division    
Ruth Anne Ryan-Catalano   Denise J. Greene   Susan J. Shimmel
Vice President, Regional Branch   Community Officer Manager,   Community Officer Manager,
Administration, Industrial Park Road   DuBois Officer   Old Town Road Officer, Clearfield
Officer, Clearfield   Lynette Hebel   Pam Synder
Vickie L. Baker   Community Office Manager, Karthaus   Community Officer Manager, Kane
Assistant Vice President, Regional   and Kylertown Officer   Office
Branch Administration, Bradford Main   Caroline Henry   Larry A. Putt
Street Officer   Community Office Manager,   Banking Officer, Clearfield
Mary A. Baker   Presqueisle Street Office, Philipsburg   Nadine J. Rodgers
Assistant Vice President, Northern   Douglas M. Shaffer   Banking Officer, Indiana
Cambria Officer   Community Office Manager,   Mary Ann Roney
Lori Curtis   Punxsutawney Office   Banking Officer, Bradford
Community Officer Manager, Plaza   Lori D. Shimel   Gregory R. Williams
Office, Philipsburg   Community Office Manager,   Banking Officer, Clearfield
  Houtzdale and Madera Offices  
Lending Division    
Jeffrey W. Alabran   Michael C. Sutika   Eileen F. Ryan
Senior Vice President, Commercial   Vice President, Commercial Banking,   Assistant Vice President, Mortgage
Banking, Indiana   Clearfield   Lending
Gregory M. Dixon   Joseph H. Yaros   Russell Daniels
Vice President, Commercial Banking,   Vice President, Commercial Banking,   Assistant Commercial Lending Officer,
Clearfield   Bradford   St. Marys
Michael E. Haines   David W. Ogden   James C. Davidson
Vice President, Commercial Banking,   Vice President, Credit Administration   Mortgage Lending Officer, Philipsburg
St. Marys   Christopher L. Stott   Autumn F. Farley
Robin L. Hay   Vice President, Retail Lending   Commercial Loan Portfolio Manager &
Vice President, Commercial Banking,   C. Brett Stewart   Support Lending Officer
Clearfield   Assistant Vice President, Commercial   Cory Johnston
Karen R. Pfingstler   Banking, Indiana   Credit Administration Officer
Vice President, Commercial Banking,     Paul A. McDermott
DuBois     Collections Officer
Wealth & Asset Management Services    
Craig C. Ball   Calvin R. Thomas, Jr.   Eric A. Johnson
Vice President, Wealth & Asset   Vice President, Wealth & Asset   Assistant Vice President, Wealth &
Management   Management   Asset Management
Glenn R. Pentz   Shawn Amblod   R. Michael Love
Vice President, Wealth & Asset   Assistant Vice President, Wealth &   Assistant Vice President, Wealth &
Management   Asset Management   Asset Management
Andrew Roman    
Vice President, Wealth & Asset    
Management    

 

CNB FINANCIAL CORPORATION 2013 ANNUAL REPORT HIGHLIGHTS

 

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OFFICERS & AFFILIATES

 

ERIEBANK, a Division of CNB Bank  
David J. Zimmer   William J. Vitron, Jr.   Theresa L. Swanson
President   Vice President, ERIEBANK Investment   Community Office Manager,
Scott Bailey   Advisors   Warren Office
Senior Vice President,   Carla M. LaBoda   Mary J. Taormina
ERIEBANK Investment Advisors   Assistant Vice President, Commercial   Community Office Manager,
Steven M. Cappellino   Banking   Meadville Office
Senior Vice President, Commercial   Gregory Noon   Abby L. Williams
Banking, Meadville Office   Assistant Vice President, Commercial   Community Office Manager,
Donald W. Damon   Banking, Warren   Interchange Office
Senior Vice President, Private Banking   Paul D. Sallie   Kelly S. Buck
William L. DeLuca, Jr.   Assistant Vice President, Private   Private Banking Officer

Senior Vice President, Commercial

Banking

   Banking  
  Katie J. Jones   Allison Hodas
Betsy Bort   Regional Retail Administrator,   Cash Management Officer
Vice President, Commercial Banking   Community Office Manager,   Julie L. Martin
Scott O. Calhoun   Harborcreek Office   Operations Officer
Vice President, Commercial Banking   Andrea G. Carr   James Miale
Kristen L. Ludwig   Community Office Manager,   Commercial Lending Officer
Vice President, Commercial Banking   Downtown Erie Office   Timothy Roberts
Larry Morton   Debra Masone   Commercial Lending Officer
Vice President, ERIEBANK Investment   Community Office Manager,  
Advisors   Vernon Township Office  
John M. Schulze   Helicia E. Sonney  
Vice President, Commercial Banking   Community Office Manager,  
  Asbury Road Office  
ERIEBANK Regional Board of Directors  
Joseph B. Bower, Jr.   Charles Hagerty  
President and Chief Executive Officer,   President, Hamot Health Foundation  
CNB Financial Corporation, CNB Bank   (Health Services)  
Mark D. Breakey   Thomas Kennedy  
Executive Vice President & Chief Credit   President, Professional Development  
Officer, CNB Bank   Associates, Inc. (Real Estate developer)  
Gary L. Clark   Charles H. Reams  
Vice President, Chief Financial Officer   President, C. H. Reams & Associates,  
and Chief Administrative Officer,   Inc. (Insurance)  
Snap-tite, Inc. (Manufacturer)   Nick Scott, Jr.  
David K. Galey   Vice President & Owner, Scott  
Treasurer, Chief Financial Officer,   Enterprises (Hospitality Industry)  
Greenleaf Corporation (Manufacturer)   James E. Spoden  
James E. Gehrlein   Esquire, MacDonald Illig Jones &  
Chief Financial Officer, Sisters of St.   Britton, LLP (Law office)  
Joseph of NW PA (Finance)   David J. Zimmer  
Richard L. Greslick, Jr.   President, ERIEBANK  
Executive Vice President and Chief    
Operating Officer, CNB Bank;    
Secretary, CNB Financial Corporation    

 

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FCBank, a Division of CNB Bank    
J. Andrew Dale   Brian A. McFarland   Michelle P. Muchow
Interim President   Community Office Manager, Upper   Banking Officer, Bucryus North Office
Louis J. Torchio   Arlington Office   Toni M. Ridge
Senior Vice President, Private Banking   Elaine M. Wilson   Banking Officer, Bucyrus North Office
Terrance E. Hamm   Community Office Manager,   Jason M. Shade
Vice President, Commercial Banking   Fredericktown Office   Banking Officer, Bucyrus North Office
Donna M. Conley   Teri A. Slate   Travis M. Smith
Assistant Vice President, Lending   Community Office Manager, Shiloh Office   Operations Officer
Elizabeth M. Ricketts     Ashley Snyder
Assistant Vice President, Regional   Brian C. Bach   Agricultural Lending Officer
Branch Administration   Agriculture Loan Officer  
Annette D. Lester   Jared Butler  
Community Office Manager,   Network Adminstrator, Facilities Officer  
Cardington Office   William R. Diehl  
Clara J. McClung   Banking Officer, Dublin Office  
Community Office Manager,   Jennifer S. Gingery  
Worthington Office   Operations Officer  
FCBank, Regional Board of Directors
Joseph B. Bower, Jr.   Scott Everhart   Patrick Hord
President and Chief Executive Officer,   President and CEO, Everhart Advisors   CEO, Hord Livestock, Inc. (Agriculture)
CNB Financial Corporation, CNB Bank   (Investments)   Lawrence A. Morrison
Mark D. Breakey   Richard L. Greslick, Jr.   CPA and Partner, Kleshinski, Morrison
Executive Vice President & Chief Credt   Executive Vice President and Chief   & Morris, LLP (Accounting)
Officer, CNB Bank   Operating Officer, CNB Bank;   J. Andrew Dale
David G. Dostal   Secretary, CNB Financial Corporation   Interim President
President, The Auck Dostal Agency,   Robert D. Hord  
Inc., Vice President, ADM Benefit   President, Hord Livestock, Inc.  
Plans, Inc. (Insurance)   (Agriculture)  
Patrick J. Drouhard    
Retired, Superintentdent, Cardington-    
Lincoln School District (Education)    
Holiday Financial Services Corporation, a Subsidiary of CNB Financial Corporation
BOARD OF DIRECTORS   Christopher L. Stott   CORPORATE OFFICERS
Joseph B. Bower, Jr.   Director   Christopher L. Stott
Chairman   Brian W. Wingard   Chairman
Richard L. Greslick, Jr.   Director   Joseph P. Strouse
Secretary     President
CNB Securities Corporation, a Subsidiary of CNB Financial Corporation, Wilmington, DE
BOARD OF DIRECTORS   CORPORATE OFFICERS   Elizabeth F. Bothner
Timothy A. Bracken   Brian W. Wingard   Secretary, Wilmington Trust SP
Director   President   Services, Inc
Glenn R. Pentz   Donald R. McLamb, Jr.  
Director   Treasurer, Wilmington Trust SP  
Donald R. McLamb, Jr.   Services, Inc.  
Wilmington Trust SP Services, Inc.    

 

CNB FINANCIAL CORPORATION 2013 ANNUAL REPORT HIGHLIGHTS

 

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SHAREHOLDER INFORMATION

 

Annual Meeting

The Annual Meeting of the Shareholders of CNB Financial Corporation will be held Tuesday, April 15, 2014 at 2:00 p.m. at the Corporation’s Headquarters in Clearfield, PA.

Corporate Address

CNB Financial Corporation

1 S. Second Street

P.O. Box 42

Clearfield, PA 16830

(814) 765-9621

Stock Transfer Agent & Registrar

Registrar and Transfer Company

10 Commerce Drive

Cranford, NJ 07016

(800) 368-5948

www.rtco.com

Form 10-K

Shareholders may obtain a copy of the Annual Report to the Securities and Exchange Commission on Form 10-K by writing to:

CNB Financial Corporation

1 S. Second Street

P.O. Box 42

Clearfield, PA 16830

ATTN: Shareholder Relations

 

Quarterly Share Data

For information regarding the Corporation’s quarterly share data, please refer to Item 5 in the 2013 Form 10-K.

Market Makers

The following firm has chosen to make a market in the stock of the Corporation. Inquiries concerning their services should be directed to:

Boenning & Scattergood, Inc.

1700 Market Street, Ste 1420

Philadelphia, PA 19103

(800) 842-8928

 

 

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SHAREHOLDER INFORMATION

 

Corporate Profile

CNB Financial Corporation is a leader in providing integrated financial solutions which create value for both consumers and businesses. These solutions encompass checking, savings, time and deposit accounts, Private Banking, loans and lines of credit (real estate, commercial, industrial, residential and consumer), credit cards, cash management, online banking, mobile banking, merchant credit card processing, on-site banker and accounts receivable handling. In addition, the Corporation provides wealth and asset management services, retirement plans and other employee benefit plans.

CNB Bank

A subsidiary of CNB Financial Corporation, CNB is a regional independent community bank in North Central Pennsylvania with approximately 400 employees who make customer service more responsive and reliable. For over 145 years, the Bank has strived to be more customer-driven than its competitors and to build long-term customer relationships by being reliable and competitively priced.

CNB continually seeks innovative ways to execute a personal, quality-driven customer service strategy and prides itself being first-to-market for many of these innovations. To satisfy customers’ financial needs and expectations, it offers a variety of delivery channels, which includes 22 full-service offices, 19 ATMs, telephone banking (1-866-224-7314), Internet banking (www.bankcnb.com), mobile banking, and a centralized customer service center (1-800-492-3221).

ERIEBANK

Headquartered in Erie, Pennsylvania, ERIEBANK is a division of CNB Bank. Presently, there are a total of seven full service offices which house its commercial, retail and Private Banking divisions. Four of those offices are in Erie, two in Meadville, and one in Warren, Pennsylvania. In addition, ERIEBANK Investment Advisors provides wealth and asset management services, retirement plans and other employee benefit plans.

FCBANK

FCBank, a division of CNB Bank, is headquartered in Bucyrus, Ohio with eight full service offices in the communties of Bucyrus, Shiloh, Mt. Hope, Carding-ton, Fredericktown, Worthington and Upper Arling-ton, and one loan production office in Dublin, Ohio. FCBank is driven by a strong focus on meeting the financial heeds of businesses and individuals in a way only a community bank can deliver. FCBank offers commercial, retail, and Private Banking services.

Holiday Financial Services

Holiday Financial Services, a subsidiary of CNB Financial Corporation, is a consumer loan company, currently has eleven conveniently located offices in State College, Bradford, Clearfield, Hollidays-burg, Erie, Northern Cambria, Ridgway, Johnstown, Ebensburg, DuBois and Indiana, Pennsylvania.

 

 

CNB FINANCIAL CORPORATION 2013 ANNUAL REPORT HIGHLIGHTS

 

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The common stock of the Corporation trades on the NASDAQ National Market under the symbol CCNE.

 

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