DNB Financial CorporationInvestor PresentationAugust 2018
Disclosures 2 This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, expectations or predictions of future financial or business performance. These forward-looking statements include statements with respect to DNB’s 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 DNB’s control). The words "may," "could," "should," "would," "will," "believe," "anticipate," "estimate," "expect," "intend," "plan" and similar expressions are intended to identify forward-looking statements. In addition to factors previously disclosed in the reports filed by DNB with the Securities and Exchange Commission (the “SEC”) and those identified elsewhere in this document, the following factors, among others, could cause actual results to differ materially from forward looking statements or historical performance: the strength of the United States economy in general and the strength of the local economies in which DNB conducts its operations; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; the downgrade, and any future downgrades, in the credit rating of the U.S. Government and federal agencies; inflation, interest rate, market and monetary fluctuations; the timely development of and acceptance of new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services; the willingness of users to substitute competitors’ products and services for DNB’s products and services; the success of DNB in gaining regulatory approval of its products and services, when required; the impact of changes in laws and regulations applicable to financial institutions (including laws concerning taxes, banking, securities and insurance); technological changes; additional acquisitions; changes in consumer spending and saving habits; the nature, extent, and timing of governmental actions and reforms; and the success of DNB at managing the risks involved in the foregoing. Further, DNB’s expectations with respect to the effects of the new tax law could be affected by future clarifications, amendments, and interpretations of such law. Annualized, pro forma, projected and estimated numbers presented herein are presented for illustrative purpose only, are not forecasts and may not reflect actual results. DNB cautions that the foregoing list of important factors is not exclusive. Readers are also cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date of this investor presentation, even if subsequently made available by DNB on its website or otherwise. DNB does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of DNB to reflect events or circumstances occurring after the date of this investor presentation. For a complete discussion of the assumptions, risks and uncertainties related to our business, you are encouraged to review our filings with the SEC, including our most recent annual report on Form 10-K, as supplemented by our quarterly or other reports subsequently filed with the SEC.
3 This investor presentation contains non-GAAP financial measures calculated using non-GAAP amounts. These measures are tangible book value per common share, return on average tangible equity and tangible equity to tangible assets. Tangible book value per share adjusts the numerator by the amount of Goodwill and Other Intangible Assets (reduction of Shareholders' Equity). Return on average tangible equity adjusts the denominator by the amount of Goodwill and Other Intangible Assets (reduction of Shareholders’ Equity). Tangible equity to tangible assets adjusts the numerator by the amount of Goodwill and Other Intangible Assets (reduction of Shareholders’ Equity) and adjust the denominator by the amount of Goodwill and Other Intangible Assets (reduction of Total Assets). Management uses non-GAAP measures to present historical periods comparable to the current period presentation. In addition, management believes the use of non-GAAP measures provides additional clarity when assessing our financial results and use of equity. Disclosures of this type should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. Disclosures
About:DNB Financial Corporation 4
DNB Financial Corporation Profile* 5 NASDAQ Ticker: DNBFMarket Cap: $145 million**Total Assets: $1.1 billionTotal Loans: $885.3 millionTotal Deposits: $934.1 millionTotal Equity: $105.3 million Founded: 1860, oldest National Bank in Philadelphia regionHeadquarters: Downingtown, Chester County, PABranch Offices: 15 *Financial data as of June 30, 2018**As of July 31, 2018
Investment Thesis Affluent southeastern Pennsylvania marketsHeadquartered in fast-growing Chester County with ability to grow organically and via acquisitionEnviable deposit franchiseCore deposits are 78% and noninterest-bearing deposits are 19% of total customer depositsConservative operating and risk cultureExperienced management with 12% ownership stakeStrong asset qualityNPAs comprise only 1.05% of total assets Exceeds all regulatory guidelinesSupports flexibility to grow and diversify businessesCompelling valuationDiscount to peers based on price-to-tangible book value 6
STRATEGIC OBJECTIVES Emphasize long-term shareholder value through consistent earnings growth with superior credit qualityGain market share and continue to attract stable core depositsGenerate prudent commercial loan growth Grow and diversify fee-based businessesPursue selective bank & non-bank M&A opportunities in southeastern PA and contiguous areasProvide superior customer experience through state-of-the-art digital platform including branch, web and mobile delivery systemsAttract, engage and retain great talent 7
East River Bank Acquisition 8 In-market acquisition supports strategic growth in greater Philadelphia areaCompletion date: October 1, 2016Transaction Value: $43.3 millionConsideration: 85% stock and 15% cashPer Share Multiples:Price / East River Tangible Book: 155%Price /East River Earnings per Share: 21.2X East River: Total assets were $311 millionEast River’s three branch network complemented DNB’s Philadelphia presence
DELIVERING value FOR OUR SHAREHOLDERS 9 As of July 24, 2018Source: S&P Global Market Intelligence October 1, 2016:Closing of East River Bank acquisition
Established SOUTHEASTERN PA Footprint 10 Significant opportunities in many of Pennsylvania’s most attractive suburban marketsLargest commercial bank headquartered in fast-growing Chester CountyBanking offices located in Chester, Delaware and Philadelphia counties As of June 30, 2017 County Bank & Thrift Branches DNB Branches Bank & Thrift Deposits ($000) DNB Deposits In Market($000) Median HH Income ($, 2018) Total Population (2018) Population Change (%, 2010 vs. 2018) Chester, PA 164 10 14,235,689 643,421 97,843 519,514 4.13 Delaware, PA 165 2 14,124,846 60,708 74,951 564,233 0.94 Philadelphia, PA 288 3 50,113,866 190,030 45,267 1,574,685 3.19 Source: S&P Global Market Intelligence
Chester County Dynamics 11 Pennsylvania’s seventh most populous countyTotal residents of approximately 520,000Projected 1.9% annual population growth rate 2018-2022Median household income of $97,843 with projected 10.3% annual growth rate 2018-2022Median household income for Pennsylvania of $60,400Diverse economy near several large metropolitan areasTop employers include Chester County Government, Chester County Hospital, The Devereaux Foundation, Federal Government, Giant Food Stores, Main Line Hospitals, PA State System of Higher Education, QVC Network, United Parcel Service and Vanguard Group
Delaware & Philadelphia Counties Dynamics Delaware is Pennsylvania’s sixth most populous countyTotal Delaware County residents of 564,000Median Delco household income of $74,951 with projected 14.0% annual growth rate 2018-2022Median household income for Pennsylvania of $60,400Diverse Delco economy near several large metro areasTop Delco employers include AmeriHealth Mercy Systems, Boeing, Delaware County, Prospect CCMC, SAP of America, United Parcel Service, Villanova University and WawaPhiladelphia is Pennsylvania’s most populous countyTotal residents of 1.6 millionSixth largest metropolitan area in the United StatesMedian household income of $45,267 12
Financial Highlights 13
selected financial Data 14 At or For the Six Months Ended June 30 At or For the Year Ended December 31 (Dollars in thousands) 2018 2017 2017 2016* 2015 2014 RESULTS OF OPERATIONS Net interest income $ 18,095 $ 18,511 $ 37,665 $ 25,855 $ 21,766 $ 21,285 Provision for credit losses 750 910 1,660 730 1,105 1,130 Non-interest income 2,605 2,728 5,418 6,364 5,009 4,958 Non-interest expense 14,270 13,829 28,021 24,641 19,029 18,632 Income before income taxes 5,680 6,500 13,402 6,848 6,641 6,481 Income tax expense 1,018 1,773 5,456 1,869 1,503 1,677 Net income $ 4,662 $ 4,727 $ 7,946 $ 4,979 $ 5,138 $ 4,804 Preferred stock dividends & accretion of discount - - - - 50 135 Net income available to common stockholders $ 4,662 $ 4,727 $ 7,946 $ 4,979 $ 5,088 $ 4,669 FINANCIAL CONDITION Total assets $ 1,133,609 $ 1,081,460 $ 1,081,915 $ 1,070,685 $ 748,818 $ 723,330 Total liabilities 1,028,276 982,055 979,973 975,845 693,330 659,422 Total stockholders' equity 105,333 99,405 101,942 94,840 55,488 63,908 Loans, gross 885,320 816,525 845,897 817,529 481,758 455,603 Allowance for credit losses 6,188 5,267 5,843 5,373 4,935 4,906 Investment securities 165,574 177,149 174,173 182,206 220,208 231,656 Goodwill 15,525 15,525 15,525 15,590 - - Intangible assets 388 485 435 537 66 82 Deposits 934,115 893,059 861,203 885,187 606,275 605,083 Borrowings 87,946 84,991 112,803 86,668 81,909 49,005 *East River Bank acquisition closed on October 1, 2016.
Second Quarter 2018 HIghlights 15 Net income of $2.0 million, or $0.47 per shareROA and ROTCE of 0.74% and 9.2%Total loans increased 4.7% year-to-dateCommercial loans: 82% of total loansCore deposits grew 6.9% year-to-dateLoan-to-deposit ratio: 95%NCO ratio only .15% (annualized) Non-performing loans/total loans: 0.76%Wealth management fees grew 8.7% year-to-dateWealth management fees: 38% of total fee incomePaid cash dividend of $0.07
DEPOSIT MIX 16 *Includes brokered deposits Core deposits are 78% of total deposits as of June 30, 2018
Loan MIX 17 Construction Concentration: Construction & Land Development to Total Risk-Based Capital was 69% at June 30, 2018 Total CRE Concentration: Total CRE (NOO) plus Construction & Land Development to Total Risk-Based Capital was 282% at June 30, 2018
Generating attractive returns 18 *2016 includes the one-time impact of acquiring East River Bank. 2017 includes the one-time impact of the Tax Cuts and Jobs Act.
PERFORMANCE RATIOS 19
Conservative credit culture 20 *As of or for the six months ended June 30, 2018
Conservative credit culture 21 *As of or for the six months ended June 30, 2018
STRONG CAPITAL POSITION 22 Ratios at 6-30-18 DNBF Current Minimum Capital Required-Basel III Phase -In Minimum Capital Required-Basel III Fully Phased -In (Jan. 2019) Common equity tier 1 to risk-weighted assets 10.69% 6.375% 7.00% Tier 1 capital to risk-weighted assets 11.72% 7.875% 8.50% Total capital to risk-weighted assets 13.59% 9.875% 10.50% Tier 1 leverage to average assets 9.35% 4.00% 4.00% Tangible equity to Tangible assets (Non-GAAP) 8.00% N/A N/A
EARNINGS & PER SHARE DATA 23 *2016 includes the one-time impact of acquiring East River Bank. 2017 includes the one-time impact of the Tax Cuts and Jobs Act. **For the six months ended June 30
EARNINGS & PER SHARE DATA 24 *2016 includes the one-time impact of acquiring East River Bank. 2017 includes the one-time impact of the Tax Cuts and Jobs Act. **For the six months ended June 30
BUILDING CAPITAL FOR SHAREHOLDERS 25 *2016 includes the one-time impact of acquiring East River Bank. 2017 includes the one-time impact of the Tax Cuts and Jobs Act. **For the six months ended June 30
appendix 26
experienced MANAGEMENT Team 27 Executive Title Years at DNB Selected Experience William J. Hieb President, Chief Executive Officer 15 CoreStates Bank,Wachovia Gerald F. Sopp Executive Vice President, Chief Financial Officer & Corporate Secretary 11 Wilmington Trust Corp.,The Clarks Companies, N.A. Linda M. Devine Senior Vice President, Director of Human Resources 9 Willow Financial Bank James F. Gagliano Senior Vice President, Director of Retail Banking 5 Wells Fargo Bank, Sovereign/Santander Bank C. Tomlinson Kline III Senior Vice President, Chief Commercial Lending Officer 14 First National Bank of Chester County, First Union Bank Jonathan T. McGrain Senior Vice President, Director of Sales & Marketing 3 Radian Group, Citibank Frank S. Monterosso Senior Vice President,Managing Director Operations 10 First Data Corporation, First Pennsylvania Bank Bruce E. Moroney Executive Vice President, Chief Accounting Officer 26 Brandywine Savings Bank Joseph C. Spada Senior Vice President, Chief Risk Officer 4 Blue Ball Bank, Bank of Baltimore Richard C. Weber Senior Vice President, Managing Director of DNB First Wealth Management 8 Fifth Third Bank, National City Bank
Peer Analysis* 28 Total Price/ Price/ Name Ticker Assets LTM Earn TBV ($000s) (x) (%) ACNB Corporation ACNB 1,623,342 16.3 180 CB Financial Services CBFV 1,231,660 23.8 173 Citizens & Northern Corp CZNC 1,284,007 19.9 188 Citizens Financial Services CZFS 1,397,594 14.7 207 Codorus Valley Bancorp CVLY 1,779,132 18.7 171 Embassy Bancorp EMYB 1,020,781 16.4 158 Evans Bancorp EVBN 1,346,091 19.4 196 First Keystone Corp FKYS 1,010,597 17.3 161 Mid Penn Bancorp MPB 1,415,647 25.8 177 Orrstown Financial Services ORRF 1,644,118 20.9 153 Parke Bancorp, Inc. PKBK 1,289,635 15.5 169 Penns Woods Bancorp PWOD 1,603,273 20.1 177 Peoples Financial Services PFIS 2,235,626 17.2 168 QNB Corp. QNBC 1,172,874 18.3 165 Two River Bancorp TRCB 1,055,527 20.4 171 Median 1,346,091 18.7 171 Average 1,407,327 19.0 174 DNB Financial Corporation DNBF 1,133,609 18.4 162 *Pricing data as of July 31, 2018. Financial data as or for the 12 months ended June 30, 2018.
DIGITAL Driven PLATFORM 29 Digital Offerings:Online BankingBill PayPop Money P2PCash ManagementAccount AggregationFunds TransfereStatementMobile Banking AppMobile Deposit Home Loan CenterOnline mortgage and home equity applicationRemote Check Deposit
Non-Gaap reconciliation 30 Reconciliation of Tangible Book Value Per Common Share to Book Value Per Common Share (In thousands, except share and per share data) 2014 2015 2016 2017 2018 Q2 YTD Stockholders' Equity $ 63,908 $ 55,488 $ 94,840 $ 101,942 $ 105,333 Goodwill - - 15,590 15,525 15,525 Preferred Stock 13,000 - - - - Other intangible assets 168 196 537 435 388 Tangible common equity (Non-GAAP) $ 50,740 $ 55,292 $ 78,713 $ 85,982 $ 89,420 Outstanding shares 2,778,724 2,823,840 4,240,778 4,286,117 4,301,898 Book value per common share (GAAP) $ 18.33 $ 19.65 $ 22.36 $ 23.78 $ 24.49 Tangible book value per common share (Non-GAAP) 18.26 19.58 18.56 20.06 20.79 Return on Average Tangible Equity (Dollars in thousands) 2014 2015 2016 2017 2018 Q2 YTD Average Stockholders' Equity $ 61,763 $ 58,913 $ 67,100 $ 100,212 $ 104,434 Average goodwill - - 15,590 15,540 15,525 Average other intangible assets 82 72 537 485 388 Average tangible stockholders' equity (Non-GAAP) $ 61,681 $ 58,841 $ 50,973 $ 84,187 $ 88,521 Net Income $ 4,804 $ 5,138 $ 4,979 $ 7,946 $ 4,662 Return on average stockholders' equity (GAAP) 7.78 % 8.72 % 7.40 % 7.93 % 9.00 % Return on average tangible equity (Non-GAAP) 7.79 8.73 9.74 9.44 10.62
Non-Gaap reconciliation 31 Reconciliation of Tangible Book Value Per Common Share to Book Value Per Common Share (In thousands, except share and per share data) 2014 2015 2016 2017 2018 Q2 YTD Stockholders' Equity $ 63,908 $ 55,488 $ 94,840 $ 101,942 $ 105,333 Goodwill - - 15,590 15,525 15,525 Other intangible assets 82 66 537 435 388 Tangible common equity (Non-GAAP) $ 63,826 $ 55,422 $ 78,713 $ 85,982 $ 89,420 Assets 723,330 748,818 1,070,685 1,081,915 1,133,609 Goodwill - - 15,590 15,525 15,525 Other intangible assets 82 66 537 435 388 Tangible assets (Non-GAAP) 723,248 748,752 1,054,558 1,065,955 1,117,696 Total equity/Total assets (GAAP) 8.84 % 7.41 % 8.86 % 9.42 % 9.29 % Tangible equity/Tangible assets (Non-GAAP) 8.82 7.40 7.46 8.07 8.00
INVESTOR RELATIONS CONTACT 32 Gerald F. Sopp, EVP and CFO484.359.3138gsopp@dnbfirst.comhttp://investors.dnbfirst.com/ For more information, Investors may contact: