 Investor Presentation June 30, 2015 Exhibit 99.1 * * * * * * |
 2 Disclosure Statements Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the financial condition, results of operations, asset quality trends and profitability of Farmers National Banc Corp. (“Farmers”). Forward-looking statements are not historical facts but instead express management’s current expectations, forecasts of future events or long-term-goals, many of which, by their nature, are inherently uncertain and outside of Farmers control. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions, as well as any statements related to future expectations of performance or conditional verbs, such as “will,” “would,” “should,” “could” or “may.” Farmers’ actual results and financial condition could differ, possibly materially, from those indicated in these forward-looking statements. Factors that could cause Farmers’ actual results to differ materially from those described in the forward-looking statements can be found in Farmers’ periodic reports and registration statements filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2014, as amended, and Quarterly Report on Form 10-Q for the period ended June 30, 2015, which have been filed with the Securities and Exchange Commission and are available on Farmers’ website (www.farmersbankgroup.com) and on the Securities and Exchange Commission’s website (www.sec.gov). Factors that may cause or contribute to these differences may also include, without limitation, Farmers’ failure to integrate Tri-State and its subsidiary in accordance with expectations, and deviations from performance expectations related to Tri-State and its subsidiary. Forward-looking statements are not guarantees of future performance and should not be relied upon as representing management’s views as of any subsequent date. Farmers undertakes no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. Use of Non-GAAP Financial Measures This presentation contains certain financial information determined by methods other than in accordance with accounting principles generally accepted in the United States (“GAAP”). These non-GAAP financial measures include “Core Deposits” and “Pre-tax, Pre- provision Earnings”. Farmers believes that these non-GAAP financial measures provide both management and investors a more complete understanding of the Company’s deposit profile and profitability. These non-GAAP financial measures are supplemental and are not a substitute for any analysis based on GAAP financial measures. Because not all companies use the same calculation of “Core Deposits” and “Pre-tax, Pre-provision Earnings”, this presentation may not be comparable to other similarly titled measures as calculated by other companies. |
 3 Disclosure Statement Important Additional Information About the Merger. In connection with the proposed merger with Tri-State 1 st Banc, Inc. (Tri-State), Farmers has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that includes a proxy statement and a prospectus, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS OF TRI-STATE AND OTHER INVESTORS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS TO BE INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-4, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT FARMERS, TRI-STATE, THE PROPOSED MERGER, THE PERSONS SOLICITING PROXIES WITH RESPECT TO THE PROPOSED MERGER AND THEIR INTERESTS IN THE PROPOSED MERGER AND RELATED MATTERS. The respective directors and executive officers of Farmers and Tri-State and other persons may be deemed to be participants in the solicitation of proxies from shareholders of Tri-State with respect to the proposed merger. Information regarding the directors and executive officers of Farmers is available in its proxy statement filed with the SEC on March 13, 2015. Information regarding directors and executive officers of Tri-State is available on its website at http://www.1stncb.com/. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus to be included in the Registration Statement on Form S-4 and other relevant materials filed with the SEC when they become available. Investors and security holders will be able to obtain free copies of the registration statement and other documents filed with the SEC by Farmers through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Farmers will be available free of charge on Farmers’ website at https://www.farmersbankgroup.com. 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 the offer, solicitation or sale is unlawful before registration or qualification of the securities under the securities laws of the jurisdiction. No offer of securities shall be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act. |
 4 FMNB - Legacy Financial Highlights at March 31, 2015 • Banking Locations: 19 • Assets: $1.13 billion • Loans: $673.78 million • Deposits: $909.41 million • Loan/Deposit Ratio: 74.09% • Tangible Common Equity: 10.50% • Market Capitalization: $150.77 million Strategic Objectives • Strong Capital Position • Strong Asset Quality • Loan Growth • Diversifying Revenue Stream • Controlling Non-interest Expenses (PIC) |
 5 FMNB-NBOH Merger Financial Highlights at June 30, 2015 • Banking Locations: 33 • Assets: $1.67 billion • Loans: $1.13 billion • Deposits: $1.32 billion • Loan/Deposit Ratio: 85.94% • Tangible Common Equity: 8.76% • Market Capitalization: $211.8 million Strategic Objectives • Creates the third largest community bank 1 by asset size headquartered in NE Ohio • Complementary business lines & compelling cultural fit • Enhanced board of directors and management team bringing strengths and best practices from both sides • Catalyst for additional growth opportunities (1) Community Banks defined as those with assets less than $20.0 billion. Northeast Ohio includes area codes 216, 330 and 440 |
 6 FMNB-NBOH Combined with TSOH Acquisition Pro Forma Financial Highlights • Banking Locations: 38 • Assets: $1.8 billion • Loans: $1.2 billion • Deposits: $1.5 billion • Loan/Deposit Ratio: 78.16% • Tangible Common Equity: 8.75% • Market Capitalization: $223 million 1 Strategic Objectives • Pro-forma, Farmers will rank 2 nd in market share with ~20% of the county’s deposits • TSOH provides an attractive deposit base with $54.3 million of demand deposits and an overall cost of deposits of 0.19% • Entrance into the Pennsylvania market (1) Based on FMNB’s stock price of $8.25 on June 30, 2015 Source: SNL Financial |
 7 Who We Are Today • Operating in eight counties in Ohio – Founded over 128 years ago • Sound franchise with commitment to independence and positioned for growth • Profitable throughout cycle and growth in current year core earnings • Diversified and growing revenue streams • Compelling valuation: – 1.48x of tangible book value – 13.30x LTM pre-tax pre-provision earnings (excludes security gains) – 1.45% dividend yield |
       8 About Farmers National Banc Corp. • Stock Price: $8.25 • Dividend (yield): $0.03 (1.45%) • Cash Dividends: $552 thousand • Tangible Book Value: $5.57 Stock Data – NASDAQ: FMNB as of 6/30/15 • Revenue: $15.13 million • Net Income: $812 thousand • Net Income-Diluted Share: $0.04 • ROAA: 0.27% • ROAE: 2.74% Operating Results for 3 Months Ended 6/30/15 • Revenue: $15.13 million • Net Income: $2.4 million • Net Income-Diluted Share: $0.12 • ROAA: 0.82% • ROAE: 8.33% Operating Results for 3 Months Ended 6/30/15 excluding One-time Acquisition Expenses |
 • Established and experienced management team with over 300 years of combined experience, 130 of which has been with Farmers. Experienced Management Team 9 Years of Experience FMNB Industry President & Chief Executive Officer Kevin J. Helmick (43) 21+ 21+ Senior EVP, Chief Banking Officer Mark Witmer (51) <1 25+ EVP, Chief Financial Officer Carl D. Culp (52) 26+ 30+ EVP, Chief Credit Officer Mark L. Graham (60) 37+ 37+ SVP, Chief Retail & Marketing Officer Amber Wallace (49) 7+ 7+ SVP, Chief Information Officer Brian Jackson (46) 6+ 22+ SVP, Chief Risk Officer Jay VanSickle (45) <1 20+ SVP, Chief Lending Officer and Regional President Joseph Gerzina (59) 4+ 33+ SVP, Regional President Tim Shaffer (53) 3+ 29+ SVP, Director of Human Resources Mark A. Nicastro (44) 6+ 17+ President, Farmers Trust Company Joseph J. DePascale (50) 4+ 21+ President, National Associates Inc. Aubrey Christ (41) <1 20+ VP, Farmers National Investments/Farmers National Insurance Dan Cvercko (43) 14+ 17+ |
 10 Seven Key Focuses • Lending/Credit • Wealth Management • Retail/Marketing • Finance • Information Technology • Enterprise Risk Management • Human Resources |
 11 New Locations - Alliance |
 12 New Locations - Fairlawn |
 13 Commitment to Stakeholders • Four Pillars – Shareholders o 2015 Strategic Initiative o Increased Communication Plan – Customers o Small Business Support o 45% of small business lending comes from community banks* – Associates o 429 associates o Top 100 employer in the region – Community o 2015 Community Giving as of June 30, 2015: $169,595 *Source: FDIC Quarterly Banking Profile - Second Quarter 2014 Arts 5% Civic 18% Community Athletics 2% Education/ Higher Education 23% Health & Wellness 17% Religious 1% Social Services 16% CRA 18% 2015 Community Giving YTD 06/30/15 |
 0.00 1.00 2.00 3.00 4.00 5.00 6.00 7.00 8.00 9.00 10 11 12 13 14 15* 3.62 4.95 6.20 6.55 8.35 8.25 Stock Price 14 Increasing Shareholder Value Stable Dividend Policy • Consistently paid a quarterly cash dividend • Current yield 1.45% • Dividend payout range policy of 25% - 35% • Dividend payout 2015 YTD* is 36.55% of net income *As of June 30, 2015 |
 15 Source: Debrosse Memorial Report, 2014 Ohio and Gas Activity in Ohio, Ohio Oil and Gas Association • Completions – Top 10 Counties in Ohio – Columbiana #3 – Stark # 6 • Top 12 Most Active Counties in Ohio – By Well – Columbiana #3 – Stark #5 • Top 12 Most Active Counties in Ohio – By Footage – Columbiana #3 – Stark #7 – Trumbull #8 – Mahoning #9 Utica Shale Impact |
 16 Source: Debrosse Memorial Report, 2014 Ohio and Gas Activity in Ohio, Ohio Oil and Gas Association Utica Shale Impact |
 17 Source: Debrosse Memorial Report, 2014 Ohio and Gas Activity in Ohio, Ohio Oil and Gas Association Utica Shale Impact |
 Virtual Bank 18 |
 Mobile Banking Analytics Transactions • Account to Account Transfers • Bill Payments • Mobile Captures • Picture Payments * Farmers’ Active Users: 85% Active User Target: 75% 19 |
 Online Banking Analytics Transactions - Fiserv • Bill Pay • PopMoney • Account to Account Transactions • Same Day EBT • All Other Electronic Payments • Overnight Checks • All Other Paper Payments 20 |
 21 • Focus for Growth – Continued organic growth in current markets – Growth opportunities in new markets with Private Banking, Trust and Investments – Targeted acquisitions include fee-based business and banks • Target Metrics for Acquisition – Accretive to earnings near term (excluding one-time charges) – Manageable initial tangible book value dilution – Growth of fee revenue to 30+% of total revenue – Must enhance shareholder value – Must sustain our culture – Not materially change our investment merits – Sustain our TCE and regulatory ratios Growth Focus and Target Metrics |
 The Health of Our Wealth • Wealth Management Creates Fee-based Income – Fee Income 2009: 14.5% of total gross income o Noninterest income excluding security gains – Fee Income 2015*: 28.8% of total gross income o Noninterest income excluding security gains • Wealth Management Build-out Timeline – 2000 Farmers National Investments – 2009 Farmers Trust Company – 2010 Farmers National Insurance – 2012 Private Client Services – 2013 National Associates, Inc. *For the six months ended June 30, 2015 22 |
 23 • 130 consecutive quarters of profitability • Completed merger with National Bancshares on June 19, 2015 • Announced proposed merger with Tri-State 1 st Banc, Inc. on June 24, 2015 • Net income for quarter ended June 30, 2015 was $812 thousand compared to $2.2 million for most recent quarter • On-time costs related to acquisitions were $1.9 million pre-tax for the second quarter • Noninterest income increased 16.1% compared to same quarter in 2014 • Non-performing assets to total assets remain at low levels, 0.54% at June 30, 2015 Continued Strong Results – Overview of 2Q 2015 |
 24 Net Interest Income and Margin $8,952 $9,285 $9,243 $8,992 $9,749 3.54% 3.58% 3.63% 3.64% 3.66% 3.50% 3.55% 3.60% 3.65% 3.70% 3.75% 3.80% 3.85% 3.90% $8,400 $8,600 $8,800 $9,000 $9,200 $9,400 $9,600 $9,800 $10,000 2Q 2014 3Q 2014 4Q 2014 1Q 2015 2Q 2015 Net Interest Income Net Interest Margin Dollars in thousands |
 25 Growing and Diverse Revenue Stream • Continued Focus on Growing Noninterest Income • Non-interest Revenue: 28.7% of Total Revenue *For the six months ended June 30, 2015 |
 26 Loan Growth $- $200,000 $400,000 $600,000 $800,000 $1,000,000 $1,200,000 6/30/2012 6/30/2013 6/30/2014 6/30/2015 $572,453 $596,838 $637,774 $704,838 $430,000 Farmers Total Loans NBOH Acquisition YOY Growth: 4.26% YOY Growth: 77.94% Organic Growth:10.52% YOY Growth: 6.86% $1,134,838 |
 27 • Diverse loan mix • No national lending • No sub-prime lending • Farmers’ practice is to lend primarily within its market area • Less than 2% of loan portfolio is participations purchased • Less than 4.5% of loan portfolio is construction loans Loan Portfolio Mix – June 30, 2015 Overview of Loan Portfolio Note: Dollars in thousands Commercial Real Estate $392,103 34.6% Residential Real Estate $305,134 26.9% Consumer $187,579 16.5% Commercial & Industrial $202,004 17.8% Commercial Construction $34,214 3.0% Residential Construction $13,804 1.2% |
 Commercial Real Estate 43.5% Residential Real Estate 42.4% Commercial 11.9% Consumer 2.2% 28 Excellent Asset Quality Note: Dollars in millions; Asset quality ratios exclude troubled debt restructuring 6/30/2015 Nonaccrual loans $7.0 Accruing loans past due 90 days or more 1.0 OREO 1.1 Total nonperforming assets (NPAs) $9.1 Troubled Debt Restructuring (TDR) $8.5 Loans 30-89 days delinquent 7.1 Gross portfolio loans 1,134.8 Loans held for sale (HFS) 0.4 Allowance for loan losses (ALL) 7.3 Total Assets $1,672.4 NPLs & 90 days past due/Gross loans (excl. HFS) 0.70% NPAs/Total Assets 0.54% TDR/Gross loans (excl. HFS) 0.75% 30-89 days delinquent/Gross loans (excl. HFS) 0.63% ALL/NPLs & 90 days past due 91.26% ALL/Gross loans (excl. HFS) 0.64% Texas Ratio 6.06% Nonaccrual Loans by Type Nonaccrual $7.0mm 77.1% Accruing loans past due 90 days or more $1.0mm 10.6% OREO $1.1mm 12.4% |
 Interest Rate Risk Management • NII benefits from asset re-pricings in a rising rate environment – 50% of total loans are floating/variable rate – Investment portfolio duration of approximately 3.8 years – Short-term wholesale funding represents approximately 3.7% of total funding – Approximately $15.5 million in non-core funding matures beyond one year Estimated Net Interest Income (NII) Sensitivity Profile Percent Change in NII (FTE) ALCO Policy Limits Change in Interest Rates 12 Months 13 to 24 Months 12 Months 13 to 24 Months +200 bps 4.00% 7.40% 10% - +100 bps 2.20% 4.20% 5% - Estimated Economic Value of Equity (EVE) Sensitivity Profile Change in Interest Rates Change in Eve ALCO Policy Limit +200 bps -1.10% 15% +100 bps 0.60% 10% -25 bps -4.60% 10% |
 30 Supplemental Information |
 31 GAAP to Non-GAAP Reconciliation Reconciliation of Common Stockholders' Equity to Tangible Common Equity June 30, March 31, Dec. 31, Sept. 30, June 30, 2015 2015 2014 2014 2014 Stockholders' Equity $182,575 $126,771 $123,560 $121,401 $121,020 Less Goodwill and other intangibles 39,569 8,646 8,813 9,768 9,960 Tangible Common Equity $143,006 $118,125 $114,747 $111,633 $111,060 Reconciliation of Income Before Taxes to Pre-Tax, Pre-Provision Income For the Three Months Ended For the Six Months Ended June 30, March 31, Dec. 31, Sept. 30, June 30, June 30, June 30, 2015 2015 2014 2014 2014 2015 2014 Income before income taxes $1,221 $2,828 $2,744 $2,964 $3,071 $4,049 $5,889 Provision for loan losses 850 450 825 425 300 1,300 630 Pre-tax, pre-provision income $2,071 $3,278 $3,569 $3,389 $3,371 $5,349 $6,519 Reconciliation of Total Assets to Tangible Assets June 30, March 31, Dec. 31, Sept. 30, June 30, 2015 2015 2014 2014 2014 Total Assets $1,672,403 $1,133,651 $1,136,967 $1,139,739 $1,133,286 Less Goodwill and other intangibles 39,569 8,646 8,813 9,768 9,960 Tangible Assets $1,632,834 $1,125,005 $1,128,154 $1,129,971 $1,123,326 |
 32 Consolidated Statements of Income Consolidated Statements of Income For the Three Months Ended For the Six Months Ended June 30, March 31, Dec. 31, Sept. 30, June 30, June 30, June 30, Percent 2015 2015 2014 2014 2014 2015 2014 Change Total interest income $10,753 $9,999 $10,321 $10,413 $10,118 $20,752 $20,181 2.8% Total interest expense 1,004 1,007 1,078 1,128 1,166 2,011 2,373 -15.3% Net interest income 9,749 8,992 9,243 9,285 8,952 18,741 17,808 5.2% Provision for loan losses 850 450 825 425 300 1,300 630 106.3% Other income 4,409 4,037 4,193 3,880 3,797 8,446 7,230 16.8% Other expense 12,087 9,751 9,867 9,776 9,378 21,838 18,519 17.9% Income before income taxes 1,221 2,828 2,744 2,964 3,071 4,049 5,889 -31.2% Income taxes 409 617 597 688 720 1,026 1,347 -23.8% Net income $812 $2,211 $2,147 $2,276 $2,351 $3,023 $4,542 -33.4% |
 33 Consolidated Statements of Financial Condition Consolidated Statements of Financial Condition June 30, March 31, Dec. 31, Sept. 30, June 30, 2015 2015 2014 2014 2014 Assets Cash and cash equivalents $37,028 $26,929 $27,428 $28,294 $28,070 Securities available for sale 386,319 369,919 389,829 404,895 409,285 Loans held for sale 399 146 511 895 275 Loans 1,134,838 673,784 663,852 646,981 637,774 Less allowance for loan losses 7,286 7,723 7,632 7,333 7,356 Net Loans 1,127,552 666,061 656,220 639,648 630,418 Other assets 121,105 70,596 62,979 66,007 65,238 Total Assets $1,672,403 $1,133,651 $1,136,967 $1,139,739 $1,133,286 Liabilities and Stockholders' Equity Deposits $1,320,569 $909,408 $915,703 $913,000 $907,443 Other interest-bearing liabilities 155,591 80,338 87,517 90,649 93,807 Other liabilities 13,668 17,134 10,187 14,689 11,016 Total liabilities 1,489,828 1,006,880 1,013,407 1,018,338 1,012,266 Stockholders' Equity 182,575 126,771 123,560 121,401 121,020 Total Liabilities and Stockholders' Equity $1,672,403 $1,133,651 $1,136,967 $1,139,739 $1,133,286 |
 Trumbull Top 10 2014 Rank Company Branches Dep. ($M) Market Share 1 Huntington National Bank 15 570,189 20.98 2 Talmer Bank and Trust 8 427,268 15.72 3 JPMorgan Chase Bank NA 9 420,471 15.47 4 Cortland Savings and Banking Co. 7 340,862 12.54 5 PNC Bank NA 5 261,889 9.64 6 Farmers National Bank of Canfield 7 230,625 8.49 7 Home Savings and Loan Co. of Youngstown 4 126,483 4.65 8 First National Bank of Pennsylvania 3 96,020 3.53 9 Citizens Bank NA 3 64,789 2.38 10 Home FS&LA of Niles Ohio 1 61,914 2.28 Total for Institutions in the Market 66 2,717,421 100.00 34 Note: Market share data as of June 30, 2014 Source: SNL • Opportunity for growth with approximately 10.50% deposit market share in the Mahoning Valley – Large regional competitors lack focus – Community competitors inwardly focused Deposit Market Share by County Columbiana Top 10 2014 Rank Company Branches Dep. ($M) Market Share 1 Huntington National Bank 11 341,146 25.45 2 Home Savings and Loan Co. of Youngstown 6 243,226 18.14 3 Farmers National Bank of Canfield 3 140,433 10.48 4 JPMorgan Chase Bank NA 3 122,844 9.16 5 PNC Bank NA 3 104,040 7.76 6 1 st National Community Bank 4 100,780 7.52 7 Consumers National Bank 3 96,128 7.17 8 CFBank 2 85,322 6.36 9 Citizens Bank NA 1 46,937 3.50 10 KeyBank NA 1 42,666 3.18 Total for Institutions in the Market 40 1,340,573 100.00 Mahoning Top 10 2014 Rank Company Branches Dep. ($M) Market Share 1 Huntington National Bank 20 1,243,177 29.38 2 Home Savings and Loan Co. of Youngstown 11 771,832 18.24 3 PNC Bank NA 9 553,655 13.09 4 Farmers National Bank of Canfield 8 529,809 12.52 5 JPMorgan Chase Bank NA 7 397,944 9.41 6 Talmer Bank and Trust 8 345,916 8.18 7 First National Bank of Pennsylvania 5 209,867 4.96 8 KeyBank NA 4 79,576 1.88 9 Citizens Bank NA 2 58,291 1.38 10 Cortland Savings and Banking Co. 2 39,622 0.94 Total for Institutions in the Market 77 4,230,898 100.00 |
 35 Note: Market share data as of June 30, 2014 Source: SNL Deposit Market Share by County Medina Top 10 2014 Rank Company Branches Dep. ($M) Market Share 1 FirstMerit Bank NA 12 880,998 27.27 2 Westfield Bank FSB 3 488,620 15.12 3 Third Federal S&LA of Cleveland (MHC) 2 352,281 10.90 4 PNC Bank NA 6 283,783 8.78 5 JPMorgan Chase Bank NA 4 232,695 7.20 6 Fifth Third Bank 5 218,269 6.76 7 Huntington National Bank 5 185,618 5.75 8 Farmers Savings Bank 1 151,088 4.68 9 U.S. Bank NA 5 121,383 3.76 10 Citizens Bank NA 3 96,053 2.97 14 Farmers National Bank of Canfield 2 31,160 0.96 Total for Institutions in the Market 54 3,230,815 100.00 Wayne Top 10 2014 Rank Company Branches Dep. ($M) Market Share 1 PNC Bank NA 11 516,835 28.11 2 FirstMerit Bank NA 5 330,746 17.99 3 Farmers National Bank of Canfield 9 322,599 17.54 4 Wayne Savings Community Bank 7 237,444 12.91 5 JPMorgan Chase Bank NA 2 114,457 6.22 6 Commercial and Savings Bank of Millersburg Ohio 5 109,934 5.98 7 Apple Creek Banking Co. 3 69,970 3.81 8 Farmers State Bank 3 56,269 3.06 9 U.S. Bank NA 1 27,609 1.50 10 Huntington National Bank 1 26,339 1.43 Total for Institutions in the Market 50 1,838,834 100.00 Stark Top 10 2014 Rank Company Branches Dep. ($M) Market Share 1 Huntington National Bank 26 1,513,948 26.26 2 FirstMerit Bank NA 15 1,415,340 24.55 3 JPMorgan Chase Bank NA 13 756,351 13.12 4 Citizens Bank NA 14 567,697 9.85 5 KeyBank NA 12 541,944 9.40 6 PNC Bank NA 10 321,982 5.59 7 Consumers National Bank 7 166,338 2.89 8 Premier Bank & Trust 2 154,599 2.68 9 Fifth Third Bank 5 99,031 1.72 10 Bank of Magnolia Co. 3 68,804 1.19 11 Farmers National Bank of Canfield 4 55,444 0.96 Total for Institutions in the Market 124 5,764,858 100.00 |