EXHIBIT 99.1
SLIDE PRESENTATION
Sandler O’Neill Financial Services Conference
November 2005
Rock solid in the Keystone State
Sandler O’Neill & Partners, L.P.
Financial Services Conference
#2 / November 2005
Safe Harbor Regarding
Forward Looking Statements
Forward Looking Statements
This presentation contains forward-looking information concerning future events and
information about National Penn Bancshares, Inc., including the combined operations of
National Penn Bancshares and Nittany Financial Corporation after the completion of their
pending merger, that are intended to be covered by the safe harbor for forward-looking
statements provided by the Private Securities Litigation Reform Act of 1995. Actual
results, including but not limited to, National Penn Bancshares and Nittany Financial’s
business and operations, as well as their combined business and operations following
the completion of the transactions described in the presentation, could differ materially.
Such differences may be due to, but are not limited to, deteriorating economic
conditions; increased competition; interest rate movements; market volatility in the
securities markets; legislative or regulatory developments; merger-related synergies,
savings and integration issues; potential difficulties in establishing and maintaining
operations in new markets; technological changes; reputational risks; and other risks
and uncertainties discussed in National Penn’s reports filed from time to time with the
Securities and Exchange Commission, which are incorporated herein by reference.
National Penn and Nittany Financial caution you not to place undue reliance on these
statements. National Penn nor Nittany Financial undertake no obligation to publicly
release or update any of these statements.
information about National Penn Bancshares, Inc., including the combined operations of
National Penn Bancshares and Nittany Financial Corporation after the completion of their
pending merger, that are intended to be covered by the safe harbor for forward-looking
statements provided by the Private Securities Litigation Reform Act of 1995. Actual
results, including but not limited to, National Penn Bancshares and Nittany Financial’s
business and operations, as well as their combined business and operations following
the completion of the transactions described in the presentation, could differ materially.
Such differences may be due to, but are not limited to, deteriorating economic
conditions; increased competition; interest rate movements; market volatility in the
securities markets; legislative or regulatory developments; merger-related synergies,
savings and integration issues; potential difficulties in establishing and maintaining
operations in new markets; technological changes; reputational risks; and other risks
and uncertainties discussed in National Penn’s reports filed from time to time with the
Securities and Exchange Commission, which are incorporated herein by reference.
National Penn and Nittany Financial caution you not to place undue reliance on these
statements. National Penn nor Nittany Financial undertake no obligation to publicly
release or update any of these statements.
#3 / November 2005
Additional Information and Where To Find It
National Penn Bancshares (“NPBC”) has filed a registration statement on Form S-4 in connection with the
transaction, and Nittany Financial (“Nittany”) intends to mail a proxy statement/prospectus to its shareholders
in connection with the transaction. Investors and security holders of Nittany are urged to read the final proxy
statement/ prospectus when it becomes available, because it will contain important information about NPBC,
Nittany, and the transaction. Investors and security holders may obtain a free copy of the final proxy
statement/prospectus (when it is available) at the SEC's web site at www.sec.gov. A free copy of the final
proxy statement/prospectus may also be obtained from NPBC or Nittany. You may direct such a request to
either of the following persons:
transaction, and Nittany Financial (“Nittany”) intends to mail a proxy statement/prospectus to its shareholders
in connection with the transaction. Investors and security holders of Nittany are urged to read the final proxy
statement/ prospectus when it becomes available, because it will contain important information about NPBC,
Nittany, and the transaction. Investors and security holders may obtain a free copy of the final proxy
statement/prospectus (when it is available) at the SEC's web site at www.sec.gov. A free copy of the final
proxy statement/prospectus may also be obtained from NPBC or Nittany. You may direct such a request to
either of the following persons:
Sandra L. Spayd, Corporate Secretary David Z. Richards Jr., President and CEO
National Penn Bancshares, Inc. Nittany Financial Corporation
Philadelphia and Reading Aves 116 East College Ave
Boyertown PA 19512 (610) 369-6202 State College, PA 16801 (814) 238-5724
NPBC, Nittany and their respective executive officers and directors may be deemed to be participants in the
solicitation of proxies from the shareholders of Nittany in favor of the transaction. Information regarding the
interests of these officers and directors in the transaction will be included in the proxy statement/prospectus.
solicitation of proxies from the shareholders of Nittany in favor of the transaction. Information regarding the
interests of these officers and directors in the transaction will be included in the proxy statement/prospectus.
In addition to the registration statement on Form S-4 filed by NPBC in connection with the transaction, and the
proxy statement/prospectus to be mailed to the shareholders of Nittany in connection with the transaction, each
of NPBC and Nittany file annual, quarterly and current reports, proxy and information statements and other
information with the SEC. Investors may read and copy any of these reports, statements and other information
at the SEC's public reference rooms located at 100 F Street, N.E., Washington, D.C., 20549, or any of the SEC's
other public reference rooms located in New York and Chicago. Investors should call the SEC at
1-800-SEC-0330 for further information on these public reference rooms. The reports, statements and other
information filed by NPBC and Nittany with the SEC are also available for free at the SEC's Web site at
www.sec.gov. A free copy of these reports, statements and other information may also be obtained from NPBC
or Nittany.
proxy statement/prospectus to be mailed to the shareholders of Nittany in connection with the transaction, each
of NPBC and Nittany file annual, quarterly and current reports, proxy and information statements and other
information with the SEC. Investors may read and copy any of these reports, statements and other information
at the SEC's public reference rooms located at 100 F Street, N.E., Washington, D.C., 20549, or any of the SEC's
other public reference rooms located in New York and Chicago. Investors should call the SEC at
1-800-SEC-0330 for further information on these public reference rooms. The reports, statements and other
information filed by NPBC and Nittany with the SEC are also available for free at the SEC's Web site at
www.sec.gov. A free copy of these reports, statements and other information may also be obtained from NPBC
or Nittany.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act
of 1933, as amended.
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act
of 1933, as amended.
#4 / November 2005
National Penn Bank, chartered 1874
National Penn Bancshares
Profile
Profile
•
Asset size: $ 4.57 Billion
•
Common Stock Symbol: NPBC
•
Shares Outstanding (as of 9/30/05) 43,548,941
•
Institutional Ownership: 16.9%
•
52-Week Price Range: $ 23.70 - $ 17.94
–
10/1/2004 to 9/30/2005
•
Primary Market Area: Southeastern, PA
•
Number of Offices: 73
#5 / November 2005
Strength of Management
Team
Team
•
Wayne R. Weidner,
Chairman and CEO
Chairman and CEO
•
Average 30-plus
years banking
experience
years banking
experience
#6 / November 2005
Bank of America
Wachovia
Commerce
M&T
PNC
National City
Mid-Atlantic Crossroads
Citizens
TD Banknorth
Eastern United States
#7 / November 2005
HomeTowne
Heritage
Bank
Heritage
Bank
National Penn
Bank
Bank
FirstService
Bank
Bank
The Peoples
Bank of Oxford
Bank of Oxford
Southeastern Pennsylvania
Our Primary Market
#8 / November 2005
Balanced growth strategy
CAGR = 16.3%
Total Assets
Organic Growth vs. Acquisition Growth
Organic Growth vs. Acquisition Growth
#9 / November 2005
Acquisition Strategy
•
Identify financial services companies –
banks, insurance agencies, investment
management companies – with:
banks, insurance agencies, investment
management companies – with:
–
Similar philosophies and values
–
Operations in strong market
–
Highly focused business model
•
With considerations for:
–
Management capabilities
–
Asset quality
–
Revenue enhancement
#10 / November 2005
Acquisition Goals
•
Enhance Earnings Per Share (EPS)
•
Market demographics – growth
oriented
oriented
•
Enhance overall franchise value
•
Successful acquisition record
–
Since 1999, 6 banks, 3 insurance
agencies
agencies
–
Deposit retention average 94%
#11 / November 2005
Headquartered in State
College, PA – Home of
College, PA – Home of
Penn State University
Nittany Financial Pending Acquisition
•
$326.5 million in assets
•
#2 Deposit Market Share
–
State College
•
Vantage Investment Advisors
–
$300+ million assets under mgmt
•
Employment
–
One of three fastest growing
metropolitan regions in PA
metropolitan regions in PA
•
Development
–
University-driven entrepreneurial
business growth
business growth
#12 / November 2005
| County | NPBC Position | Total # of Institutions |
Berks | 2nd | 21 |
Chester | 3rd | 37 |
Montgomery | 11th | 41 |
Bucks | 11th | 32 |
Lancaster | 11th | 19 |
Lehigh | 12th | 19 |
Northampto n | 12th | 15 |
Philadelphia | 21st | 45 |
Delaware | 25th | 35 |
Source: FDIC Deposit Market Share Data as of 6/30/2005
Deposit Market Share
Position
Position
•
7th (of 119)
–
Primary Market
•
13th (of 283)
–
Pennsylvania
•
Average Household
Income
Income
–
8 of our 9 counties rank
in the Top 10 in
Pennsylvania
in the Top 10 in
Pennsylvania
#13 / November 2005
Berks County, PA – 2nd
•
Company Headquarters
–
Boyertown, PA
•
Strong Manufacturing Region
–
#1 employment sector, employing 22% of
workforce
workforce
•
Proximity to Major Markets
–
60 miles from Harrisburg
–
60 miles from Philadelphia
–
125 miles from New York City
–
135 miles from Washington, D.C.
#14 / November 2005
Chester County, PA – 3rd
•
Highest Avg. Household Income in PA
–
$97,104
•
Strong Residential and Commercial
Development
Development
–
Households projected to grow by 5.9% over
next 5 years vs. 1.8% for PA
–
Ranks 4th in PA for number of businesses
•
Strong Agricultural Center
–
Ranks 2nd in PA in market value of agricultural
products sold
products sold
#15 / November 2005
Montgomery County, PA – 11th
•
2nd Highest Avg. Household Income in PA
–
$91,226
•
Strong residential housing activity
–
Households grew by an estimated 3.1% from
2000 to 2004 vs. 1.7% for PA
2000 to 2004 vs. 1.7% for PA
–
Projected growth of 2.5% over next 5 years vs.
1.8% for PA
1.8% for PA
•
Strong Commercial Market
–
Ranks 3rd in PA for number of businesses
#16 / November 2005
Bucks County, PA – 11th
•
3rd Highest Avg. Household Income in PA
–
$83,995
•
Strong growth in consumer and business
activity
activity
–
Households projected to grow by 3.6%
over next 5 years vs. 1.8% for PA
over next 5 years vs. 1.8% for PA
–
Ranks 4th in PA for number of businesses
#17 / November 2005
*Not seasonally adjusted
Lancaster County, PA – 11th
•
Strong agricultural focus
–
Ranks 1st in PA in market value of agricultural
products sold
products sold
•
Diverse industry base and low unemployment
–
In July 2004, Unemployment rate of 4.0% vs.
5.2% for PA*
5.2% for PA*
•
HomeTowne Heritage Bank
–
Successful business model
#18 / November 2005
Reacting quickly to opportunities
Specialized Financial
Services
Services
•
Wealth Management
–
$1.6 billion in Assets Under Management
•
Insurance Premium Revenue
–
$7,000,000 (ANNUALIZED)
•
Mortgage Originations(Closed Loans)
–
$350,000,000 (ANNUALIZED)
•
Equipment Leasing
–
Small Ticket and Middle Market
•
Offerings driven by client needs
#19 / November 2005
Achievements of financial stability
Performance Recognitions
Staton Institute Report
An investment directory covering more than 19,000 public U.S. Companies
•
America’s Finest Companies®
–
Among the top 320 with at least 10 consecutive years of
increased earnings and dividends
increased earnings and dividends
–
Completed our 27th consecutive year of higher earnings
per share and 27th consecutive year of higher cash dividends.
per share and 27th consecutive year of higher cash dividends.
•
Super 50 Team
–
We are one of only 21 companies with a combined total of
at least 50 years of higher earnings per share AND cash
dividends per share
at least 50 years of higher earnings per share AND cash
dividends per share
#20 / November 2005
Diluted EPS
9-Month Results
Earnings Per ShareGrowth
#21 / November 2005
Dividends per share
Dividend Growth
#22 / November 2005
19.46%
18.40%
19.26%
21.62%
23.80%
Return on Tangible Equity
#23 / November 2005
TOTAL DEPOSITS
2000 - $1.81 Billion 2004 - $3.14 Billion 5 year CAGR = 13.32%
2000 - $1.81 Billion 2004 - $3.14 Billion 5 year CAGR = 13.32%
Deposits as of 9/30/05 - $3.29 Billion
Core Deposit Strength
#24 / November 2005
TOTAL LOANS
2000 - $1.68 Billion 2004 - $2.87 Billion 5 year CAGR = 11.57%
2000 - $1.68 Billion 2004 - $2.87 Billion 5 year CAGR = 11.57%
Loans as of 9/30/05 - $3.01 Billion
Commercial Loan Focus
#25 / November 2005
Reserve for Loan and Lease Losses
to Nonaccruals + 90 Days Past Due
#26 / November 2005
Asset Quality
#27 / November 2005
Net Interest Margin
#28 / November 2005
20 Years
Relative Stock Performance
#29 / November 2005
Driven to excel
Consistent Business Strategies
•
Community banking market niche
•
Profitable relationship building
•
Diversified revenue streams
•
Superior asset quality
•
Balanced growth
•
Focus on shareholder value
#30 / November 2005
Consistently growing performance
Investment Incentives
•
Geographic location of franchise
•
Strong commercial relationship growth
•
Superior financial performance
•
Knowledgeable and experienced management
team
team
•
Track record of success in creating
shareholder value
shareholder value
#31 / November 2005
Helping people fulfill their dreams
Strategic Vision
“National Penn Bancshares will be the
most highly regarded financial
institution within the markets it serves.”
most highly regarded financial
institution within the markets it serves.”