-----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, DoCxepKW7wl0C+eRnD1rXITim5RR8SH5Nb4B3EKQP2jBFpCfN1i+zLvv2IL/a3Yi qGB3xnWYC0m+e5ruMf1gWA== 0000713671-04-000008.txt : 20040205 0000713671-04-000008.hdr.sgml : 20040205 20040205092600 ACCESSION NUMBER: 0000713671-04-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040205 ITEM INFORMATION: ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040205 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: 04568634 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 dnb_8k-020404.txt 8-K FOR YEAR END PRESS RELEASE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report - February 5, 2004 DNB FINANCIAL CORPORATION (Exact name of registrant as specified in its chapter) Pennsylvania 0-1667 23-2222567 ------------ ------ ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 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 and Regulation FD Disclosure. Not Applicable Item 6. Resignations of Registrant's Directors. Not Applicable Item 7. Financial Statements and Exhibits. Exhibit No. Exhibit ----------- ------- 99 Press Release dated February 5, 2004 of DNB Financial Corporation (furnished pursuant to Items 9 and 12 hereof). Item 8. Change in Fiscal Year Not Applicable Item 9. Regulation FD Disclosure. See Item 12. Item 10. Amendments to the Registrant's Code of Ethics,or Waiver of a Provision of the Code of Ethics. Not Applicable Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans Not Applicable Item 12. Results of Operations and Financial Condition On February 5, 2004, DNB Financial Corporation issued a press release concerning its Fourth Quarter and Year End Earnings. This press release, together with the summary financial information attached thereto, is furnished with this report, pursuant to Items 9 and 12, as Exhibit 99. SIGNATURES 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) DNB FINANCIAL CORPORATION --------------------------- (Registrant) /s/ Henry F. Thorne --------------------------- Henry F. Thorne, President and Chief Executive Officer Date February 5, 2004 ----------------- EXHIBIT INDEX Exhibit No. Description - ----------- ------------ Exhibit 99 Press Release dated February 5, 2004 of DNB Financial Corporation, together with the summary financial information attached thereto (furnished pursuant to Items 9 and 12 hereof). EX-99 3 yearendpressrelease.txt YEAR END PRESS RELEASE DNB FINANCIAL CORPORATION [GRAPHIC OMITTED] NEWS RELEASE For further information, please contact: Bruce E. Moroney Sr. Vice President & Chief Financial Officer 610-873-5253 FOR IMMEDIATE RELEASE DNB FINANCIAL CORPORATION ANNOUNCES FOURTH QUARTER 2003 AND YEAR-END EARNINGS (February 5, 2004 -- Downingtown, PA) DNB Financial Corporation ("DNB"), parent of Downingtown National Bank (the "Bank"), today reported results for the fourth quarter and year-to-date earnings. Current highlights include: o Progress achieved in balance sheet repositioning o Reorganization of DNB's Retail Bank o Solid growth in DNB Financial Services EARNINGS During the fourth quarter, DNB reported income of $583,000 or $0.30 per share on a diluted basis, compared to a profit of $652,000 or $0.33 diluted earnings per share in 2002. The decline in fourth quarter results was due primarily to increased salaries and employee benefits, legal and professional expenses, as well as higher levels of consulting fees. Net income for the twelve months ended December 31, 2003 totaled $1.4 million and diluted earnings per share of $0.72, compared to $2.7 million and diluted earnings per share of $1.40 for the same period in 2002. The decline in annual results was due to increased salaries and employee benefits of $882,000, $368,000 of which was attributable to pension expense. In addition, annual results were significantly impacted by the investment portfolio restructuring, which caused net losses on sales of investment securities of $362,000 in 2003, compared to net gains on sales of securities of $165,000 in 2002. BALANCE SHEET REPOSITIONING DNB grew its loan portfolio and reduced the size of its investment portfolio in a continuing effort to reposition its balance sheet during the quarter. During the most recent quarter, loans grew $14.4 million or 7.6%. The majority of the growth was in the commercial loan and commercial mortgage portfolios, which grew a combined $12.5 million or 9.0%. DNB also continued to promote its consumer loans which grew by $3.2 million or 9.9%. DNB reduced the size of its investment portfolio by $29.9 million or 14.7% to fund loan growth and pay off $26.0 million of short-term borrowings. These changes in the balance sheet contributed to a $172,000 or 5.8% quarter-over-quarter increase in net interest income. REORGANIZATION OF DNB'S RETAIL BANK In order to support the Bank's 5-year strategic plan which calls for strong growth in deposits, loans and fee income, DNB announced an initiative that will separate the business development responsibilities from the customer service activities of the branch. This change will allow newly appointed Market Managers to focus on business development efforts without having to spend time on administrative, sales and office activities in the branches. This will strengthen our ability to service and cross-sell our existing customers in the best possible way. DNB FINANCIAL SERVICES Through DNB Financial Services, DNB provides non-depository products such as mutual funds, annuities, 529 Plans and insurance to its customers. During 2003, management continued to make progress as revenues grew 128% to $336,000 for the year ended December 31, 2003, compared to $147,000 in 2002. 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 its Wealth Management Group, Downingtown National Bank provides wealth management, trust services and brokerage services to individuals and businesses throughout Chester County. 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. This press release contains statements, that are not of historical facts and may pertain to future operating results or events or management's expectations regarding those results or events. These are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements may include, but are not limited to, statements about our plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts. When used in this press release, the words "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", or words of similar meaning, or future or conditional verbs, such as "will", "would", "should", "could", or "may" are generally intended to identify forward-looking statements. These forward-looking statements are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are either beyond our control or not reasonably capable of predicting at this time. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the results discussed in these forward-looking statements. Readers of this press release 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. With regard to DNB's balance sheet repositioning, the degree to which these steps can be accomplished will depend on a number of factors, including changes in the interest rate environment for loans, investments and deposits, loan prepayments, market opportunities for new loan and participation originations, and the availability of loan and lease receivables for purchase at attractive prices and yields, as well as management's assessment of the timing of each of these opportunities and steps in light of future, unknown developments affecting DNB's business generally.
DNB FINANCIAL CORPORATION SUMMARY OF FINANCIAL STATISTICS (Dollars in thousands, except per share data) Three Months Ended Twelve Months Ended December 31 December 31 ------------------ -------------------- 2003 2002 2003 2002 ------ ------ ------- ------- EARNINGS: Total interest income ........ $ 4,834 $ 4,967 $ 18,894 $ 21,498 Total interest expense ....... 1,696 2,221 7,421 9,430 Net interest income .......... 3,138 2,746 11,473 12,068 Provision for loan losses .... 0 0 0 0 Non-interest income .......... 674 763 2,540 2,645 Non-interest expense ......... 3,164 2,723 12,622 11,257 Income before income taxes ... 648 786 1,391 3,456 Income tax expense ........... 65 134 (10) 728 Net income ................... 583 652 1,401 2,728 Net income per share, diluted* $ 0.30 $ 0.33 $ 0.72 $ 1.40 PERFORMANCE RATIOS: Interest rate spread ......... 3.37% 3.10% 3.14% 3.46% Net interest margin .......... 3.39% 3.14% 3.17% 3.50% Return on average equity ..... 9.25% 9.85% 5.47% 10.66% Return on average assets ..... 0.57% 0.68% 0.35% 0.72%
December 31 -------------------- 2003 2002 -------- -------- FINANCIAL POSITION: Total assets ....................................... $409,013 $384,368 Loans .............................................. 203,553 187,585 Deposits ........................................... 292,436 287,803 Borrowings ......................................... 88,720 68,728 Stockholders' equity ............................... 25,372 26,208 EQUITY RATIOS: Tier 1 leverage ratio .............................. 7.23% 8.22% Risk-based capital ratio ........................... 12.66% 13.49% Book value per share* .............................. $ 13.35 $ 13.71
* All per share amounts have been restated to reflect the 5% stock dividend paid in December 2003. -----END PRIVACY-ENHANCED MESSAGE-----