 Investor
Meetings August 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) 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. 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 Network of 38 branches through 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, OH
Loan production offices in Hollidaysburg, PA and Ashtabula, OH
Holiday Financial Services Corporation is a consumer discount loan company with 12
offices 3
Source: SNL Financial and company data. Information and data as of June 30,
2015 Full-service branches
Loan production offices
Full-service branches
Loan production offices
Full-service branches
Loan production offices
CNB Financial, the parent financial
holding company of CNB Bank, is a
full-service, regional independent
community bank, headquartered in
Clearfield, PA, providing services,
including wealth and asset
management, to individuals,
businesses, governments, and
institutional customers
Key Financials (as of June 30, 2015):
• Assets: $2.3 billion • Loans: $1.5 billion • Deposits: $1.9 billion NASDAQ: “CCNE” |
 Strong
Balance Sheet Growth •
$1.5 billion Total Loans – 10.9% organic growth over June 30, 2014 • $1.9 billion Total Deposits – 0.6% growth over June 30, 2014 • Non-interest bearing demand deposits grew 14.4% • Partially offset by a 2.0% decline in savings deposits Profitability YTD • 1.01% annualized ROA • 11.47% annualized ROE • $11.2 million Net Income • 3.6% increase over $10.8 million for the same period in 2014 • $0.77 earnings per share • 2.7% increase over $0.75 for the same period in 2014 Superior Asset Quality • NPAs / Total Assets of 0.58%, down 4 bps from June 30, 2014 • NCOs / Avg. Loans of 0.06% for CNB Bank, 0.19% on a consolidated basis • ALL / Loans of 1.21%, down from 1.33% at June 30, 2014 Solid Capital Base • TCE / TA of 7.31%* • Leverage ratio of 8.61% • Common equity tier 1 ratio of 11.47% • Tier 1 Risk Based Ratio of 12.82% • Total Risk Based Capital Ratio of 14.00% Financial Highlights – 2Q15 4 Note: Financial data as of or for the six months ended June 30, 2015 *Please see the Appendix for a reconciliation of non-GAAP financial information. |
 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 in the Columbus
market 5 |
 History
of CNB Financial 6
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 th Anniversary Celebration 1865 1934 1984 2005
2006 2008 2009 2010
2013 2015 |
 At
June 30, 2015: Eight branches
One loan production office
$464 million in loans and loan
growth of $47.1 million, or 11.3%,
since December 31, 2014
$616 million in deposits and
deposit growth of $21.3 million,
or 3.6%, since December 31,
2014 ERIEBANK, a division of CNB Bank, was created de novo in 2005 7 |
 • 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 – $386 million in total assets; $263 million in loans; and $345 million in deposits as of June 30, 2015 – Loan growth of $11.0 million, or 4.4%, since December 31, 2014 • 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 Expansion into Ohio 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 |
 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 2Q15 Total Deposits 5-Year CAGR: Total 11.2% Organic 6.9% 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 June 30, 2015 increased 10.9% and 0.6%, respectively, compared June 30, 2014 Deposit growth in the second quarter of 2015 includes strong growth in non- interest bearing demand deposits of 14.4%, partially offset by a decline in savings deposits of 2.0% CNB anticipates strong loan growth and nominal deposit growth across all of its markets in 2015 Strong Organic Loan and Deposit Growth 10 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 2Q15 5-Year CAGR: 14.5% Organic 10.2% Total Total Loans |
 Diversified Loan Portfolio
$791 million 6.43% yield 11 $1.5 billion 5.05% yield 1-4 Family 34% Construction 3% Owner- Occupied CRE 10% Non-Owner Occupied CRE 15% C&I 28% Consumer & Other 10% 12/31/10 1-4 Family 37% Farm 1% Construction 3% Multifamily 4% Owner- Occupied CRE 9% Non-Owner Occupied CRE 21% C&I 16% Consumer & Other 9% 6/30/15 |
 Attractive Deposit Mix $1.2 billion 1.42% cost of deposits 12 $1.9 billion 0.53% cost of deposits 0 0 0.00 0 Non- interest Bearing 12.1% MMDA & Savings 56.1% Retail CDs 17.5% Jumbo CDs 14.2% 12/31/10 0 0 0.00 0 Non- interest Bearing 13.8% MMDA & Savings 75.2% Retail CDs 6.1% Jumbo CDs 4.9% 6/30/15 |
 Total
Portfolio $640 million Tax Equivalent Book Yield 2.67%
Modified Duration 4.1 years
Price Change +300 bps (12.3%)
Available-for-Sale Investment Portfolio
June 30, 2015 13 Total Portfolio $686 million Tax Equivalent Book Yield 2.61% Modified Duration 4.1 years Price Change +300 bps (12.2%) December 31, 2014 U.S. Gov't Agencies 23% Municipals 26% U.S. Gov't Wrapped Resi/Multi- Family Mtgs 39% SBA 9% Corporate 3% Other 0% U.S. Gov't Agencies 24% Municipals 28% U.S. Gov't Wrapped Resi/Multi- Family Mtgs 36% SBA 9% Corporate 3% Other 0% |
 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 $5,235 $8,512 $11,316 $15,104 $17,136 $16,679 $23,074 $11,167 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y YTD Net Income 5-Year CAGR +16.1% 0 0 0 0 0.55 0.79 0.87 1.00 1.00 0.88 1.07 1.01 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 0 0 0 0 $0.61 $0.98 $1.06 $1.23 $1.38 $1.29 $1.60 $0.77 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y YTD Diluted EPS 5-Year CAGR +5.8% |
 Stable
Net Interest Margin 16
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 6.72 5.89 5.23 4.84 4.42 4.15 4.43 4.32 4.33 4.00 3.65 3.59 3.49 3.47 3.82 3.71 2.64 2.07 1.78 1.44 1.08 0.79 0.71 0.71 Net Interest Margin Yield on Interest Earning Assets Cost of Interest Bearing Liabilities |
 0 0 0 0 1.29 1.37 1.35 1.48 1.51 1.25 1.28 1.21 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 2Q15 Allowance for Loan Losses/ Gross Loans 0 0 0 0 0.42 1.17 0.93 1.09 0.85 0.61 0.47 0.58 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 2Q15 NPAs/Assets 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 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 7.06 20.30 14.82 18.85 16.90 14.00 14.25 13.45 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 2Q15 Texas Ratio |
 Strong
Capital Levels 18
* 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 7.31 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 2Q15 Tangible Common Equity/Tangible Assets* 0 0 0 0 8.40 7.87 8.81 8.22 8.06 7.96 8.39 8.61 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 2Q15 Leverage Ratio 0 0 0 0 10.80 10.70 14.13 13.89 14.03 12.51 13.06 12.82 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 2Q15 Tier 1 Risk Based Ratio 0 0 0 0 12.00 11.95 15.38 15.14 15.28 13.72 14.30 14.00 2008Y 2009Y 2010Y 2011Y 2012Y 2013Y 2014Y 2Q15 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 transactions 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, 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 its financial condition because, in the case of the tangible common equity to tangible assets ratio, the ratio is an additional measure used to assess capital adequacy and, in the case of tangible book value per share, tangible book value per share is an additional measure used to assess the Corporation’s value. 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). 21 Year ended December 31, ($ in thousands) 2009 2010 2011 2012 2013 2014 2Q15 Total Shareholders' Equity $69,409 $109,645 $131,889 $145,364 $164,911 $188,548 $192,737 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
2,885
Tangible Common Equity
$58,503
$98,824
$121,068
$134,418
$133,134
$157,951
$162,658
Total Assets
$1,161,591
$1,413,511
$1,602,207
$1,773,079
$2,131,289
$2,189,213
$2,253,789
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
2,885
Tangible Assets
$1,150,685
$1,402,690
$1,591,386
$1,762,133
$2,099,512
$2,158,616
$2,223,710
Total Shareholders' Equity / Total Assets
5.98%
7.76%
8.23%
8.20%
7.74%
8.61%
8.55%
Tangible Common Equity / Tangible Assets
5.08%
7.05%
7.61%
7.63%
6.34%
7.32%
7.31%
Tangible Book Value per Share
$6.68
$8.08
$9.78
$10.77
$9.23
$10.97
$11.29
Ending Shares Outstanding
8,761,273
12,237,261
12,377,318
12,475,904
14,427,780
14,404,416
14,404,466
|