UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):
 
July 23, 2015
 

 
DNB Financial Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Pennsylvania
1-34242
23-2222567
 
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
 
of incorporation)
File Number)
Identification No.)
 
       
4 Brandywine Avenue, Downingtown, Pennsylvania
 
19335
 
_________________________________
(Address of principal executive offices)
 
___________
(Zip Code)
 

 
Registrant’s telephone number, including area code:
 
(610) 269-1040
 


Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
 

 

 
Item 2.02. Results of Operations and Financial Condition.

On July 23, 2015, DNB Financial Corporation issued a press release discussing the Company's 2015 Second Quarter results. The press release, attached as Exhibit 99.1 hereto and incorporated herein by reference, is being furnished to the SEC and shall not be deemed to be "filed" for any purpose.

 
Item 9.01. Financial Statements and Exhibits.

(c) Exhibits. The following exhibit is furnished herewith:

 
 
 

 
 
 

 
 

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
   
July 23, 2015
By:
/s/ Gerald F. Sopp
   
Name: Gerald F. Sopp
   
Title: Chief Financial Officer and
Executive Vice President
 
 
 

 
 
 

 
 
 
Exhibit Index

Exhibit
No.
 
Description
 
       
99.1
   
 
 
 



 
 
DNB Financial Corporation
 

 

 
 
For further information, please contact:
 
Gerald F. Sopp CFO/Executive Vice-President
 
484.359.3138
FOR IMMEDIATE RELEASE
gsopp@dnbfirst.com
(NasdaqCM: DNBF)
 
DNB Financial Corporation Reports Second Quarter 2015 Results
 
Downingtown PA., July 23, 2015 – DNB Financial Corporation (Nasdaq: DNBF), today reported net income available to common stockholders of $1.2 million, or $0.43 per diluted share, for the quarter ending June 30, 2015, compared with $1.1 million, or $0.38 per diluted share, for the same quarter, last year.  Net income available for common shareholders for the first half of 2015 was $2.5 million, or $0.86 per diluted share, compared with $2.1 million, or $0.73 per diluted share, in the prior year period. DNB Financial Corporation (the “Company”) is the parent of DNB First, National Association, one of the first nationally-chartered community banks to serve the greater Philadelphia region.
 
Second Quarter 2015 Highlights
 
 
·
Wealth management assets under care grew to $189.4 million as of June 30, 2015, which represents a 19.4% increase from June 30, 2014.
 
·
Total loans increased 7.6% on a year-over-year basis and 1.8% (not annualized) on a sequential quarter basis.
 
·
Asset quality remained strong.  As of June 30, 2015, non-performing loans were 0.98% of total loans compared with 1.47% as of March 31, 2015.
 
·
Core deposits were up 12.8% on a year-over-year basis and 1.2% (not annualized) on a sequential quarter basis.  As of June 30, 2015, core deposits were 88% of total deposits.
 
·
The Company paid a quarterly cash dividend of $0.07 on June 22, 2015.
 
William S. Latoff, Chairman and CEO, commented: “We are pleased with our strong second quarter results, accomplished in the face of sustained net interest margin pressure largely due to the prolonged low-interest rate environment. Our solid loan growth was achieved while maintaining pricing and credit discipline. We are particularly encouraged by our ability to build wealth management assets, through strategic initiatives to expand banking relationships.”
 
 
 
 
 
1

 
 
 
Income Statement Summary
 
The Company’s performance resulted in a return on average assets of 0.66% and 0.68% for the second quarter and first six months of 2015, respectively. The return on average equity was 8.8% and 8.4% for the same periods, respectively.
 
Total interest income for the three months ending June 30, 2015 was $6.1 million, which represented a $254,000, or 4.3% increase compared with the three months ending June 30, 2014 and a $135,000, or 2.3% (not annualized), increase from $6.0 million for the three months ending March 31, 2015.  Total interest expense rose to $678,000 for the second quarter of 2015, compared with $581,000 for the second quarter of 2014, and $606,000 for the three months ending March 31, 2015.  The increase was primarily due to the issuance of $9.8 million of subordinated debt at the end of the first quarter. Proceeds from this issuance were used to partially pay back funds received under the Small Business Lending Fund (SBLF). Overall, the weighted average cost of funds remained at a historically low level.
 
The net interest margin for the second quarter of 2015 was 3.11%, compared with 3.36% for the second quarter of 2014 and 3.14% for the first quarter of 2015.  On a consecutive quarter basis, the Company's net interest margin has been relatively stable in 2015, despite continuing pressure due to the low-interest rate environment and intense pricing competition for quality lending business. As in past quarters, the Company partially offset this pressure by growing lower-cost core deposits while trimming time deposits, and through the opportunistic use of wholesale borrowings at attractive rates.  As of June 30, 2015, the loan-to-deposit ratio was 75.41%, which indicates that the Company is largely core-funded.
 
Total non-interest income for the second quarter of 2015 was $1.3 million, which was a $224,000, or 20.1% increase, from the second quarter of 2014.  On a sequential quarter basis, total non-interest income was relatively unchanged.  The primary driver of the year-over-year increase was a strong 30.0% growth from the Company’s wealth management business and a $185,000 gain on Small Business Administration (SBA) loan sales.  Wealth management fees were $422,000 for the quarter ending June 30, 2015, which represented nearly one-third of total fee income.
 
Non-interest expense was $4.7 million for the second quarter of 2015, which represented an increase of only 1.1% from that of the corresponding quarter last year, reflecting management’s emphasis on controlling expenses.  Annual increases in salary and employee benefit costs were largely offset by declines in occupancy expense, and professional and consulting fees.
 
The effective tax rate for the quarter ending June 30, 2015 was 25.2%, compared with 24.4% for the corresponding quarter in 2014. Increased earnings was the primary reason for the higher effective rate.
 
Balance Sheet Summary
 
As of June 30, 2015, total assets were $755.9 million compared with $748.4 million as of March 31, 2015, and $685.2 million as of June 30, 2014.  The increase in total assets over the past year was primarily due to strong loan growth, which was accompanied by a smaller increase in investment securities.  Solid loan growth reflects the Company’s commercial banking initiatives and attractive markets.
 
 
 
 
 
2

 
 
 
Total loans grew $33.3 million or 7.6% to $472.3 million as of June 30, 2015, from $439.0 million as of June 30, 2014.  On a sequential quarter basis, total loans increased 1.8% (not annualized) from $464.1 million as of March 31, 2015.  As of June 30, 2015, total loans were 62.5% of total assets compared with 64.1% as of June 30, 2014, reflecting strong core deposit growth that has outpaced loan growth. The Company remains challenged to grow quality loans in a competitive market, while maintaining its conservative underwriting standards.
 
Total core deposits continued to grow during the second quarter of 2015 and were 88.0% of total deposits as of June 30, 2015.  The increase in core deposits was primarily due to a $9.2 million rise in demand deposits, which was partially offset by a $6.2 million decrease in NOW accounts.  Time deposits, which declined $16.1 million, were partially offset by an $8.4 million increase in brokered deposits in the second quarter.  Total deposits were $626.4 million as of June 30, 2015, compared with $575.6 million as of June 30, 2014 and $627.3 million at March 31, 2015.
 
Capital ratios continue to exceed regulatory standards for well capitalized institutions.  At June 30, 2015 the Tier 1 leverage ratio was 9.02%, the Tier 1 risk-based capital was 12.43%, and the total risk based capital ratio was 15.21%. As of the same date, the total shareholder equity-to- total assets ratio was 7.49% and the tangible common equity-to-tangible assets ratio was 7.05%.  Tangible book value per share was $18.96 as of June 30, 2015, compared with $18.83 as of March 31, 2015, and $18.26 as of December 31, 2014.
 
Asset Quality Summary
 
Asset quality remained strong although net charge-offs increased to 0.43% of average loans for the quarter ending June 30, 2015, compared with lower levels for the previous four quarters.  The increase was primarily due to the write down of three non-performing loans based on recent valuations.  Total non-performing assets, including loans and other real estate property, were $6.6 million as of June 30, 2015 compared with $7.7 million as of March 31, 2015 and $6.1 million as of June 30, 2014.  The ratio of non-performing assets to total assets was 0.88% and non-performing loans were 0.98% of total loans as of June 30, 2015.  As of the same date, the allowance for credit losses to total loans ratio was 1.08%. The Company’s allowance for credit losses as a percentage of non-performing loans increased to 110.3% on June 30, 2015, from 76.24% at March 31, 2015 as a result of the write downs previously mentioned.
 
Interest Rate Risk Management
 
DNB's strategy has been to seek shorter duration over yield in its lending and investing activities and longer 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.
 
 
 
 
 
3

 
 
 
DNB Financial Corporation is a bank holding company whose bank subsidiary, DNB First, National Association, is a community bank headquartered in Downingtown, Pennsylvania with 13 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/.
 
DNB Financial Corporation (the "Corporation"), may from time to time make written or oral "forward-looking statements," including statements contained in the Corporation's filings with the Securities and Exchange Commission including this press release and in its reports to stockholders and in other communications by the Corporation, which are made in good faith by the Corporation pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.
 
These forward-looking statements include statements with respect to the Corporation'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 the Corporation'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. The following factors, among others, could cause the Corporation's financial performance to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements: the strength of the United States economy in general and the strength of the local economies in which the Corporation conducts 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 recent 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 of the Corporation 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 the Corporation's products and services; the success of the Corporation 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; acquisitions; changes in consumer spending and saving habits; the nature, extent, and timing of governmental actions and reforms, including the rules of participation for the Small Business Lending Fund (SBLF), a U.S. Treasury Department program; and the success of the Corporation at managing the risks involved in the foregoing.
 
The Corporation 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 the Corporation on its website or otherwise. The Corporation 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 the Corporation 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 Securities and Exchange Commission, including our most recent annual report on Form 10-K, as supplemented by our quarterly or other reports subsequently filed with the SEC.
 
 
 
FINANCIAL TABLES FOLLOW
 

 

 
4

 
 
 
DNB Financial Corporation
Condensed Consolidated Statements of Income (Unaudited)
(Dollars in thousands, except per share data)
 
                         
   
Three Months Ended
 
Six Months Ended
   
June 30,
 
June 30,
   
2015
   
2014
   
2015
   
2014
 
  EARNINGS:
                       
  Interest income
  $ 6,131     $ 5,877     $ 12,127     $ 11,679  
  Interest expense
    678       581       1,284       1,206  
  Net interest income
    5,453       5,296       10,843       10,473  
  Provision for credit losses
    415       255       715       630  
  Non-interest income
    1,142       1,012       2,193       1,996  
  Gain on sale of investment securities
    11       102       64       337  
  Gain on sale of SBA loans
    185       0       416       0  
  Loss on sale / write-down of OREO and ORA
    0       1       0       7  
  Non-interest expense
    4,724       4,673       9,548       9,361  
  Income before income taxes
    1,652       1,481       3,253       2,808  
  Income tax expense
    417       361       766       684  
  Net income
    1,235       1,120       2,487       2,124  
  Preferred stock dividends and accretion of discount
    8       33       34       70  
  Net income available to common stockholders
  $ 1,227     $ 1,087     $ 2,453     $ 2,054  
  Net income per common share, diluted
  $ 0.43     $ 0.38     $ 0.86     $ 0.73  
                                 
                                 
                                 
                                 
Condensed Consolidated Statements of Financial Condition (Unaudited)
(Dollars in thousands)
                                 
                                 
   
June 30,
   
Dec 31,
   
June 30,
         
      2015       2014       2014          
  FINANCIAL POSITION:
                               
  Cash and cash equivalents
  $ 27,493     $ 12,504     $ 28,428          
  Investment securities
    231,712       231,656       194,771          
  Loans held for sale
    0       617       0          
  Loans
    472,335       455,603       439,022          
  Allowance for credit losses
    (5,108 )     (4,906 )     (4,887 )        
  Net loans
    467,227       450,697       434,135          
  Premises and equipment, net
    6,629       7,668       7,973          
  Other assets
    22,882       20,188       19,855          
  Total assets
  $ 755,943     $ 723,330     $ 685,162          
                                 
  Deposits
  $ 626,376     $ 605,083     $ 575,569          
  FHLB advances
    20,000       20,000       10,000          
  Repurchase agreements
    28,211       19,221       23,939          
  Other borrowings
    9,764       9,784       9,802          
  Subordinated debt
    9,750       0       0          
  Other liabilities
    5,218       5,334       4,155          
  Stockholders' equity
    56,624       63,908       61,697          
  Total liabilities and stockholders' equity
  $ 755,943     $ 723,330     $ 685,162          
                                 
 
 
 
 
 
5

 
 
DNB Financial Corporation
Selected Financial Data (Unaudited)
(In thousands, except per share data)
 
                             
                               
   
Quarterly
   
2015
   
2015
   
2014
   
2014
   
2014
 
   
2nd Qtr
   
1st Qtr
   
4th Qtr
   
3rd Qtr
   
2nd Qtr
 
Earnings and Per Share Data
                             
  Net income available to common stockholders
  $ 1,227     $ 1,226     $ 1,419     $ 1,196     $ 1,087  
  Basic earnings per common share
  $ 0.44     $ 0.44     $ 0.51     $ 0.43     $ 0.39  
  Diluted earnings per common share
  $ 0.43     $ 0.43     $ 0.50     $ 0.43     $ 0.38  
  Dividends per common share
  $ 0.07     $ 0.07     $ 0.07     $ 0.07     $ 0.07  
  Book value per common share
  $ 19.04     $ 18.91     $ 18.32     $ 17.81     $ 17.62  
  Tangible book value per common share
  $ 18.96     $ 18.83     $ 18.26     $ 17.74     $ 17.55  
  Average common shares outstanding
    2,802       2,786       2,776       2,769       2,763  
  Average diluted common shares outstanding
    2,848       2,833       2,822       2,817       2,810  
                                         
Performance Ratios
                                       
  Return on average assets
    0.66 %     0.69 %     0.82 %     0.72 %     0.67 %
  Return on average equity
    8.75 %     8.13 %     9.04 %     7.82 %     7.35 %
  Return on average tangible equity
    8.79 %     8.15 %     9.06 %     7.84 %     7.38 %
  Net interest margin
    3.11 %     3.14 %     3.25 %     3.33 %     3.36 %
  Efficiency ratio
    67.29 %     69.87 %     70.45 %     68.76 %     71.97 %
                                         
Asset Quality Ratios
                                       
  Net charge-offs to average loans
    0.43 %     0.01 %     0.16 %     0.27 %     0.11 %
  Non-performing loans/Total loans
    0.98 %     1.47 %     1.50 %     1.34 %     1.18 %
  Non-performing assets/Total assets
    0.88 %     1.03 %     1.07 %     1.00 %     0.89 %
  Allowance for credit loss/Total loans
    1.08 %     1.12 %     1.08 %     1.09 %     1.11 %
  Allowance for credit loss/Non-performing loans
    110.29 %     76.24 %     71.59 %     81.01 %     94.62 %
                                         
Capital Ratios
                                       
  Total equity/Total assets
    7.49 %     7.51 %     8.84 %     8.97 %     9.00 %
  Tangible equity/Tangible assets
    7.48 %     7.49 %     8.82 %     8.95 %     8.95 %
  Tangible common equity/Tangible assets
    7.05 %     7.06 %     7.02 %     7.08 %     7.06 %
  Tier 1 leverage ratio
    9.02 %     8.98 %     10.55 %     10.75 %     10.76 %
  Common tier 1 risk-based capital ratio
    10.17 %     10.28 %     n/a     n/a     n/a
  Tier 1 risk-based capital ratio
    12.43 %     12.63 %     14.90 %     14.84 %     14.88 %
  Total risk-based capital ratio
    15.21 %     15.51 %     15.92 %     15.86 %     15.92 %
 
                                       
Wealth Management
                                       
   Assets under care*
  $ 189,411     $ 178,339     $ 163,807     $ 161,068     $ 158,688  
                                         
*Wealth Management assets under care includes assets under management, administration, supervision and brokerage.
 
                                         
 
 
 
 
 
6

 
 
DNB Financial Corporation
Condensed Consolidated Statements of Income (Unaudited)
(Dollars in thousands, except per share data)
                               
                               
   
Three Months Ended
   
June 30,
   
Mar 31,
   
Dec 31,
   
Sept 30,
   
June 30,
 
   
2015
   
2015
   
2014
   
2014
   
2014
 
  EARNINGS:
                             
  Interest income
  $ 6,131     $ 5,996     $ 6,012     $ 5,905     $ 5,877  
  Interest expense
    678       606       561       544       581  
  Net interest income
    5,453       5,390       5,451       5,361       5,296  
  Provision for credit losses
    415       300       200       300       255  
  Non-interest income
    1,142       1,051       1,063       1,041       1,012  
  Gain on sale of investment securities
    11       53       435       86       102  
  Gain (loss) on sale of SBA loans
    185       231       0       0       0  
  Loss on sale / write-down of OREO and ORA
    0       0       0       0       1  
  Non-interest expense
    4,724       4,824       4,732       4,532       4,673  
  Income before income taxes
    1,652       1,601       2,017       1,656       1,481  
  Income tax expense
    417       349       566       427       361  
  Net income
    1,235       1,252       1,451       1,229       1,120  
  Preferred stock dividends and accretion of discount
    8       26       32       33       33  
  Net income available to common stockholders
  $ 1,227     $ 1,226     $ 1,419     $ 1,196     $ 1,087  
  Net income per common share, diluted
  $ 0.43     $ 0.43     $ 0.50     $ 0.43     $ 0.38  
                                         
                                         
                                         
Condensed Consolidated Statements of Financial Condition (Unaudited)
(Dollars in thousands)
                                         
                                         
   
June 30,
   
Mar 31,
   
Dec 31,
   
Sept 30,
   
June 30,
 
      2015       2015       2014       2014       2014  
  FINANCIAL POSITION:
                                       
  Cash and cash equivalents
  $ 27,493     $ 28,335     $ 12,504     $ 23,891     $ 28,428  
  Investment securities
    231,712       232,958       231,656       198,086       194,771  
  Loans held for sale
    0       0       617       0       0  
  Loans and leases
    472,335       464,100       455,603       449,407       439,022  
  Allowance for credit losses
    (5,108 )     (5,190 )     (4,906 )     (4,887 )     (4,887 )
  Net loans and leases
    467,227       458,910       450,697       444,520       434,135  
  Premises and equipment, net
    6,629       7,490       7,668       7,825       7,973  
  Other assets
    22,882       20,747       20,188       21,098       19,855  
  Total assets
  $ 755,943     $ 748,440     $ 723,330     $ 695,420     $ 685,162  
                                         
  Demand Deposits
  $ 122,642     $ 113,419     $ 102,107     $ 116,758     $ 116,989  
  NOW
    209,606       215,799       205,816       173,168       174,044  
  Money markets
    145,283       144,648       143,483       143,771       133,479  
  Savings
    73,461       70,363       66,634       64,550       63,844  
  Core Deposits
    550,992       544,229       518,040       498,247       488,356  
  Time deposits
    56,729       72,784       76,805       80,898       79,494  
  Brokered deposits
    18,655       10,248       10,238       10,221       7,719  
  Total Deposits
    626,376       627,261       605,083       589,366       575,569  
  FHLB advances
    20,000       20,000       20,000       10,000       10,000  
  Repurchase agreements
    28,211       20,316       19,221       19,330       23,939  
  Subordinated debt
    9,750       0       0       0       0  
  Other borrowings
    9,764       19,524       9,784       9,793       9,802  
  Other liabilities
    5,218       5,166       5,334       4,568       4,155  
  Stockholders' equity
    56,624       56,173       63,908       62,363       61,697  
  Total liabilities and stockholders' equity
  $ 755,943     $ 748,440     $ 723,330     $ 695,420     $ 685,162  
                                         
 
 
 
 
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