DNB Financial Corporation







For further information, please contact:

Gerald F. Sopp CFO/Executive Vice-President

484.359.3138FOR IMMEDIATE RELEASE

gsopp@dnbfirst.com (NasdaqCM: DNBF)

DNB Financial Corporation Reports First Quarter 2016 Results

Downingtown PA., April 20, 2016 (GLOBENEWSIRE)– DNB Financial Corporation (Nasdaq: DNBF), today reported net income available to common stockholders in accordance with generally accepted accounting principles (“GAAP”) of $1.6 million, or $0.54 per diluted share, for the quarter ending March 31, 2016, compared with $1.3 million, or $0.43 per diluted share, for the same quarter, last year. 

DNB Financial Corporation (the “Company” or “DNB”) is the parent of DNB First, National Association, one of the first nationally-chartered community banks to serve the greater Philadelphia region.

On a core basis, the Company reported net income available to common stockholders of $1.2 million, or $0.41 per diluted share, for the quarter ending March 31, 2016.  Core earnings, which is a non-GAAP measure of net income, excludes gains from insurance proceeds of $1.15 million, certain compensation expense of $446,000, merger-related expenses of $188,000, and an associated income tax adjustment of $122,000.  Please see the Reconciliation of Non-GAAP Financial Measures on page 6 of the release. Non-GAAP financial measures include references to the terms “core” or “operating”.

William J. Hieb, President and CEO, commented, "We are very pleased with our core first quarter results, which included disciplined loan growth and solid credit quality. We also continue to see a steady increase in service charges, interchange fees and wealth management fees resulting from our efforts to diversify our revenue streams. We are well-positioned for future organic growth and are excited about our pending combination with East River Bank.”

Highlights

---

 

Income Statement Summary

Based on core earnings of $1.2 million, the Company’s performance for the quarter ending March 31, 2016 resulted in a return on average assets (“ROAA”) and return on average tangible common equity (“ROTCE”) of 0.63% and 8.19%, respectively.  The ROAA and ROTCE were 0.69% and 8.15%, respectively, for the same quarter, last year.  Please see the “Reconciliation of Non-GAAP Financial Measures” on page 6 of the release.

Total interest income for the three months ending March 31, 2016 was $6.1 million, which represented an $85,000 decline from the quarter ending December 31, 2015, and a $109,000, or 1.8% increase from $6.0 million for the three months ending March 31, 2015.  The year-over-year increase is primarily due to a 5.4% rise in total loans. 

Total interest expense decreased $67,000 to $650,000 for the first quarter of 2016 from $717,000 for the fourth quarter of 2015, due to a four basis point reduction in the weighted average cost of interest-bearing liabilities to 0.38%.  Total interest expense increased $44,000 compared with the three months ending March 31, 2015.  The year-over-year increase was primarily due to a greater amount of interest-bearing liabilities and the issuance of $9.8 million of subordinated debt at the end of the first quarter of 2015.

The net interest margin remained stable despite continuing pressure due to the flattening yield curve.  The net interest margin was 3.15% for the first quarter of 2016 compared with 3.14% for both the fourth quarter of 2015 and first quarter of 2015.  As of March 31, 2016, the loan-to-deposit ratio was 77%, which suggests that the Company is largely core-funded. 

The loan loss provision was $330,000 for the most recent quarter compared with $290,000 for the three months ended December 31, 2015 and $300,000 for the three months ended March 31, 2015.  Net loan charge-offs were only $93,000, or 0.08% (annualized) of total average loans, for the March 2016 quarter.  As of March 31, 2016, the Company’s allowance for loan losses was $5.2 million and represented 1.06% of total loans. 

Total non-interest income for the first quarter of 2016 was $2.3 million, compared with $1.3 million for both the prior quarter and the quarter ended March 31, 2015.  Wealth management fees were $397,000 for the first quarter of 2016 compared with $352,000 for the quarter ending March 31, 2015.  Wealth management fees represented approximately one-third of total fee income.  Total non-interest income for the first quarter of 2016 included a $1.15 million net gain from the insurance proceeds associated with the fire at our West Chester location.  Excluding this gain, core non-interest income was approximately $1.2 million, or 17% of total revenue, for the quarter ending March 31, 2016.  Please see the “Reconciliation of Non-GAAP Financial Measures” on page 6 of the release.

Non-interest expense was $5.4 million for the first quarter of 2016, compared with $4.7 million for the quarter ending December 31, 2015 and $4.8 million for the quarter ending March 31, 2015.  Non-interest expense for the quarter ending March 31, 2016 included net compensation expense of $446,000 associated with the passing of the former Chairman and CEO, William S. Latoff and merger-related costs of $188,000 associated with East River

---

 

Bank.  Excluding these items, core non-interest expense was $4.8 million, which represented a slight decrease from that of the corresponding quarter last year, reflecting management’s disciplined expense controls.  Annual increases in salary and employee benefit costs were largely offset by declines in occupancy expense, and professional and consulting fees.  Please see the Reconciliation of Non-GAAP Financial Measures on page 6 of the release.

Balance Sheet Summary

As of March 31, 2016, total assets were $761.4 million compared with $748.8 million as of December 31, 2015.  Total assets grew $12.6 million, or 1.7% (not annualized), on a sequential quarter basis largely due to loan growth and an increase in cash and cash equivalents, which was partially offset by a $13.2 million decrease in investment securities.  Total deposits increased $30.8 million, or 5.1% (not annualized), on a sequential quarter basis primarily due to growth in NOW accounts and non-interest-bearing deposits.  As of March 31, 2016, total shareholders’ equity was $58.2 million, compared with $55.5 million as of December 31, 2015.  Tangible book value per share was $20.38 as of March 31, 2016 compared with $19.58 as of December 31, 2015.

On a sequential quarter basis, total loans increased $7.6 million, or 1.6% (not annualized), to $489.4 million as of March 31, 2016.  As of the same date, total loans were 64.3% of total assets.  Loan growth has been prudent; and the Company remains challenged to grow commercial-oriented loans in a competitive market, while maintaining its conservative underwriting standards.

On a sequential quarter basis, total core deposits grew $25.5 million, or 4.9% (not annualized), and were 85.9% of total deposits as of March 31, 2016.  Total deposits were $637.1 million as of March 31, 2016 compared with $606.3 million as of December 31, 2015.

Capital ratios continue to exceed regulatory standards for well capitalized institutions.  At March 31, 2016, the Tier 1 leverage ratio was 9.2%, Tier 1 risk-based capital was 12.3%, and total risk based capital ratio was 15.1%. As of the same date, the tangible common equity-to-tangible assets ratio was 7.6%. 

Asset Quality Summary

Net charge-offs were only 0.08% of total average loans for the quarter ending March 31, 2016 compared with 0.07% for the quarter ending December 31, 2015, and 0.01% for the quarter ending March 31, 2015.  Total non-performing assets, including loans and other real estate property, were $7.8 million as of March 31, 2016 compared with $7.7 million as of December 31, 2015.  The ratio of non-performing assets to total assets was 1.02% and non-performing loans were 1.06% of total loans as of March 31, 2016.  As of the same date, the allowance for loan losses to total loans ratio was 1.06%.

Interest Rate Risk Management

DNB's strategy has been to seek shorter duration over yield in its lending and investing activities and lengthen duration over rate in its financing activities to minimize interest rate risk.  The Company also strives to offer products and services that develop strong relationships to retain core deposits. The Bank has an Asset Liability Management Committee that actively monitors and manages the bank's interest rate exposure using simulation models and gap analysis. The Committee's primary objective is to minimize the adverse impact of changes in interest rates on net interest income, while maximizing earnings. 

General Information



DNB Financial Corporation is a bank holding company whose bank subsidiary, DNB First, National Association, is a community bank headquartered in Downingtown, Pennsylvania with 12 locations. DNB First, which was founded in 1860, provides a broad array of consumer and business banking products, and offers brokerage and insurance services through DNB Investments & Insurance, and investment management services through DNB Investment

---

 

Management & Trust. DNB Financial Corporation's shares are traded on Nasdaq's Capital Market under the symbol: DNBF.  We invite our customers and shareholders to visit our website at https://www.dnbfirst.com. DNB's Investor Relations site can be found at http://investors.dnbfirst.com/.



For further information, please contact:

For DNB Financial Corporation
Investors – Gerald F. Sopp, Executive Vice President, Chief Financial Officer

484.359.3138

gsopp@dnbfirst.com    



Media – Jonathan T. McGrain, Senior Vice President, Marketing

484.359.3221

jmcgrain@dnbfirst.com 



For East River Bank

Investors and Media – Christopher P. McGill, President and Chief Executive Officer

267.295.6420

cmcgill@eastriverbank.com 



Forward-Looking Statements



This press release 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, conditions relating to DNB and East River Bank (“East River”) or other effects of the proposed merger of DNB and East River. 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 ability to obtain regulatory approvals and satisfy other closing conditions to the merger, including approval by shareholders of DNB and East River; delay in closing the merger; difficulties and delays in integrating the East River business or fully realizing anticipated cost savings and other benefits of the merger; business disruptions following the merger; the strength of the United States economy in general and the strength of the local economies in which DNB and East River conduct their 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.  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 press release, 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 press release.



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.



Important Additional Information and Where to Find It



DNB intends to file with the SEC a Registration Statement on Form S-4 relating to the proposed merger, which will include a prospectus for the offer and sale of DNB common stock as well as the joint proxy statement of DNB and East River for the solicitation of proxies from their shareholders for use at the meetings at which the merger will be considered.  This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS OF DNB AND EAST RIVER ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT-PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED BY DNB WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.



A free copy of the joint proxy statement-prospectus, as well as other filings containing information about DNB, may be obtained at the SEC’s website at http://www.sec.gov, when they are filed by DNB.  You will also be able to obtain these documents, when they are filed, free of charge, from DNB at http://investors.dnbfirst.com. In addition, copies of the joint proxy statement-prospectus can also be obtained, when it becomes available, free of charge by directing a request to DNB at 4 Brandywine Avenue, Downingtown, PA 19335-0904 or by contacting Gerald F. Sopp at 484.359.3138 or gsopp@dnbfirst.com or to East River at 4341 Ridge Avenue, Philadelphia, PA 19129 or by contacting Christopher P. McGill at 267.295.6420 or cmcgill@eastriverbank.com.



DNB, East River and certain of their directors, executive officers and employees may be deemed to be “participants” in the solicitation of proxies in connection with the proposed merger.  Information concerning the interests of the DNB and East River persons who may be considered “participants” in the solicitation will be set forth in the joint proxy statement-prospectus relating to the merger, when it becomes available.  Information concerning DNB’s directors and executive officers, including their ownership of DNB common stock, is set forth in DNB’s proxy statement previously filed with the SEC on March 23, 2016.



.





FINANCIAL TABLES FOLLOW

---

 





---

 



---

 



---

 



---

 





---