Company Overview
July 2014
Filed by CB Financial Services, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: FedFirst Financial Corporation
Commission File No.: 000-54124


1
This
investor
presentation
contains
"forward-looking
statements"
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act,
relating
to
present
or
future
trends
or
factors
affecting
the
banking
industry
and,
specifically,
the
financial
operations,
markets
and
products
of
CB
Financial
Services,
Inc.
(“CBFV”)
and
FedFirst
Financial
Corporation
(“FFCO”).
Forward-looking
statements
are
typically
identified
by
words
such
as
"believe",
"plan",
"expect",
"anticipate",
"intend",
"outlook",
"estimate",
"forecast",
"will",
"should",
"project",
"goal",
and
other
similar
words
and
expressions.
These
forward-
looking
statements
involve
certain
risks
and
uncertainties.
In
addition
to
factors
previously
disclosed
in
FFCO’s
reports
filed
with
the
SEC
and
those
identified
elsewhere
in
this
investor
presentation
or
in
the
Registration
Statement
on
Form
S-4
filed
by
CBFV
with
the
SEC,
the
following
factors
among
others,
could
cause
actual
results
to
differ
materially
from
forward-
looking
statements
or
historical
performance:
ability
to
obtain
regulatory
approvals
and
meet
other
closing
conditions
to
the
merger,
including
approval
by
FFCO’s
stockholders,
on
the
expected
terms
and
schedule;
delay
in
closing
the
merger;
difficulties
and
delays
in
integrating
the
respective
businesses
of
CBFV
and
FFCO
or
fully
realizing
cost
savings
and
other
benefits;
business
disruption
following
the
merger;
changes
in
asset
quality
and
credit
risk;
the
inability
to
sustain
revenue
and
earnings
growth;
changes
in
interest
rates
and
capital
markets;
inflation;
customer
acceptance
of
CBFV
products
and
services;
customer
borrowing,
repayment,
investment
and
deposit
practices;
customer
disintermediation;
the
introduction,
withdrawal,
success
and
timing
of
business
initiatives;
competitive
conditions;
economic
conditions;
and
the
impact,
extent
and
timing
of
technological
changes,
capital
management
activities,
and
other
actions
of
the
Federal
Reserve
Board
and
legislative
and
regulatory
actions
and
reforms.
CBFV
and
FFCO
undertake
no
obligation
to
revise
these
forward-looking
statements
or
to
reflect
events
or
circumstances
after
the
date
of
this
investor
presentation.
Forward-Looking Statements


2
FedFirst Transaction
Creating the Premier Community Bank
in the Marcellus Shale Region


3
Transaction Highlights
Strategically
Compelling
Combined banking institution of nearly $900 million in total assets, located in Southwestern
Pennsylvania, the heart of the Marcellus Shale Region
Significantly improves market share in the Pittsburgh MSA as a leading independent community
bank with the size and scale to take advantage of market opportunities
CBFV will apply to become an exchange traded public company (NASDAQ Global Market)
Enhances breadth of banking products to commercial and personal customers
Complementary cultures and strong ties to community
Exchange Underwriters, bank owned insurance agency, provides attractive, consistent fee income
stream and is highly correlated with CBFV’s commercial bank business lines
Deep and experienced management with an average of more than 30 years of experience in the
Southwestern Pennsylvania market area
Combined Board of Directors, including four new members from FFCO, focused on driving
shareholder value
Expected double digit earnings per share accretion in 2015 and 2016, excluding any transaction
related expenses
Compelling profitability ratios; pro forma estimated return on tangible common equity of
approximately 12%
Conservative and achievable expected cost savings
Limited tangible book value dilution at closing with an expected
earnback period of less than 3
years
Expected internal rate of return of approximately 19%
Accretive to CBFV’s regulatory capital and tangible common equity to assets ratios
at closing
Financially
Attractive


4
Pro Forma Highlights (3/31/2014)
Assets
$873 M
Loans
$663 M
Deposits
$722 M
Attractive franchise in heart of the
Marcellus Shale Region
Top 10 pro forma market share in core
operating area
(1)
; focused in South Hills
market of the Pittsburgh metropolitan
area and in Greene County
Pennsylvania
Increased scale –
serving a larger, more
diversified client base with an increased
lending limit
Expanded product offering and
improved ability to cross sell
Increased market visibility from
anticipated NASDAQ listing
Pro Forma Franchise Summary
Source:
SNL
Financial
as
provided
by
the
FDIC.
Deposit
market
share
data
as
of
June
30,
2013,
as
adjusted
for
acquisitions
to
the
extent
discernable.
Note:
Pro
forma
data
is
unaudited
and
does
not
include
purchase
accounting
adjustments.
(1)
Core
operating
area
excludes
Allegheny
County.


5
Attractive Southwestern PA Market
Source:
SNL
Financial
for
all
demographic
data
and
the
Pennsylvania
Department
of
Labor
and
Industry.
Summary
county
statistics
are
deposit-weighted.
Combined franchise (with FedFirst) encompasses
the following counties:
Washington
Greene
Westmoreland
Fayette
Allegheny
The Washington Hospital
CONSOL Energy, Inc.
Meadows Racetrack and Casino
Monongahela Valley Hospital
Caterpillar
Alpha Natural Resources
GMS Mine Repair and Maintenance
Westmoreland Regional Hospital
Summary Statistics (5 County Franchise)
Population of nearly 2 million
2013 median household income of approximately
$46,000
Unemployment rate (May 2014) of 5.1% (vs. 5.7% in
PA and 6.3% nationally), driven by strong
employment in primary Washington and Greene
County markets
Projected household income growth (2013-2019) of
21.1% (vs. 14.7% in PA and 8.9% nationally)
Major Employers in Core Operating Area
(1)
Region Overview
Scarcity of Community Banks in Core Operating Area
Operating Area
(1)
Deposit
Bank
Market
Total
Bank Name
Rank
Share
Assets
($000)
PNC Bank, NA
1
27.03%
313,362,161
Citizens Bank, NA
2
9.92%
127,295,624
First National Bank of PA
3
8.74%
14,291,715
First Commonwealth Bank
4
6.92%
6,174,978
S&T Bank
5
6.05%
4,687,373
Washington Financial Bank
(2)
6
5.96%
1,003,284
First Niagara Bank, NA
7
5.33%
37,930,363
First Federal SLA of Greene Cty
(2)
8
5.19%
894,157
Community Bank
(3)
9
4.60%
873,456
Charleroi Federal Savings Bank
(2)
10
3.13%
546,042
(1)
Core
operating
area
excludes
Allegheny
County.
(2)
Mutual
institution.
(3)
Total
assets
are
CBFV
total
assets
pro
forma
for
the
FedFirst
transaction.
Pro
forma
data
is
unaudited
and
does
not
include
purchase
accounting
adjustments.


6
Currently produces about 12
billion cubic feet of natural gas
daily (would rank 8
th
in natural
gas production worldwide)
Production has increased six-
fold since 2009
The bulk of the natural gas is
produced in Pennsylvania and
West Virginia; New York has
placed moratorium on shale
gas drilling
As of November 2013, more
than 10,000 wells had been
drilled
Expected to account for nearly
25% of domestic natural gas
production by 2015
Directly and indirectly
supports an estimated
245,000 Pennsylvania jobs,
with an annual economic
impact in excess of $7 billion
Marcellus Shale -
Regional Economic Driver
Sources:
marcelluscoalition.org,
Penn
State
University
Marcellus
Center
for
Outreach
and
Research,
the
Wall
Street
Journal,
the
Philadelphia
Inquirer,
Morningstar
and
the
PA
Department
of
Labor
and
Statistics.
Marcellus Shale Overview
Map of Marcellus / Utica Shale Region


7
Loans ($663 M)
Source:
SNL
Financial;
Data
is
regulatory
data
as
of
3/31/14
for
comparability
purposes.
Pro
forma
data
is
unaudited
and
does
not
include
purchase
accounting
adjustments.
Yield
and
cost
data
is
for
the
quarter
ended
3/31/14
and
is
annualized.
Yield on Loans: 4.25%
Cost of Deposits: 0.53%
Deposits ($722 M)
Well leveraged balance sheet with pro forma loan to deposit ratio in excess of 90%
Pro Forma Loan and Deposit Composition


8
Board Composition
Transaction Value  /
Pricing
Ownership Split
Name
Executive
Management
$54.8 million
(2)
58% CBFV / 42% FFCO
Holding Company: CB Financial Services, Inc.
Bank Subsidiary: Community Bank
Chairman: Ralph Sommers, Jr. (CBFV)
54 years experience
Vice
Chairman,
President
&
CEO:
Barron
P.
“Pat”
McCune,
Jr.
(CBFV)
22
years
experience
COO:  Patrick O’Brien (FFCO)
31 years experience
CFO:  Kevin Lemley (CBFV)
30 years experience
CCO: Ralph Burchianti (CBFV)
36 years experience
VP –
Insurance Operations: Rich Boyer (FFCO)
33 years experience
Four members of FFCO’s board of directors appointed to CBFV’s board
CBFV’s board will be comprised of 12 total members
Required Approvals
& Timing
FFCO shareholder and customary regulatory approvals
Targeted closing date of late Q3 or early Q4 2014
Consideration
Fixed
exchange
ratio
of
1.1590
(1)
shares
of
CBFV
common
stock
or
$23.00
cash
for
each
share
of
FFCO
common
stock
65% CBFV stock / 35% cash
(1)
Based on 20 day volume weighted average CBFV price for the period ended 4/11/14. 
(2)
Per the Form S-4 filed 6/13/14.
Transaction Overview


9
EPS
Tangible Book
Value
Consolidated
Capital
IRR
Internal rate of return of approximately 19%
Accretive to CBFV’s capital ratios at closing
TCE / TA > 8% at closing
Total RBC ratio approximately 13% at closing
~3% dilution estimated at closing
Accretive
to
standalone
tangible
book
value
in
less
than
3
years
(1)
Immediately accretive to earnings per share, excluding one time costs
Expected double digit earnings per share accretion long term
Attractive Financial Returns
(1)
Earn-back period is defined as the number of years for pro forma tangible book value per share to exceed stand-alone projected tangible book value per share.  
Pro Forma Financial Impact


10
Strategic Outlook


11
Key Senior Management
Pat McCune
Ralph Sommers
Chairman
Joined Community Bank in
1979 as EVP
Became President in 1984
and President & CEO in 1988
Served as director since 1983
and Chairman since 1999
Director, EVP and Chief
Operating Officer
Will be responsible for new
commercial business
generation, sales culture and
business line integration
Joined FedFirst in 2005;
previously a Regional President
of WSBC
Vice Chairman, President &
CEO
Responsibilities to include day
to day organizational oversight
Attorney by training; joined
Board in 1992 and left law
practice to become President
in 1999
Kevin Lemley
SVP and Chief Financial
Officer
Responsible for financial
oversight and new SEC
reporting requirements
Joined CBFV in 2011;
previously SVP and CFO of
Centra Bank
Pat O’Brien
Rich Boyer
Ralph Burchianti
SVP and Chief Credit Officer
Responsibilities include
oversight of credit &
underwriting policies for the
combined organization
Nearly 30 years of experience
with CBFV
Director and Vice President -
Insurance
Will manage day to day
operations of Exchange
Underwriters and continue to
generate new business
President of Exchange
Underwriters since 1989; sold
80% interest to FedFirst in
2002


12
Diversified Business Mix
Retail
Banking
(1)
&
Wealth
Management
Commercial Lending
Insurance
Mortgage Banking
Nearly a quarter of deposits will be
noninterest bearing
Approximately 75% non-time deposits
Excellent retail branch coverage of
Southwestern PA market in the heart of
the Marcellus Shale Region
Wealth management services linked
strongly to Marcellus Region footprint
FedFirst augments legacy team of
experienced commercial bankers
Pat O’Brien to be focused on new
commercial business generation
Increased scale better positions us to
serve the needs of businesses in the
Marcellus Shale Region
Originated $50 million of residential
mortgages on a combined basis in
2013
(1)
FedFirst historically retained much of
its production; provides opportunity
for revenue enhancement not
currently modeled into impact
Complementary to commercial
lending business
More than $3 million in fee income in
2013; essentially doubles legacy fee
income mix
20%+ pre-tax returns
All production staff to be retained
Source: SNL Financial and company documents.
(1)
Deposit
data
is
pro
forma.
Pro
forma
data
is
unaudited
and
does
not
include
purchase
accounting
adjustments.


13
Balanced Fee Revenue Mix With
Opportunity For Continued Improvement
Source: FedFirst and CBFV company documents.
Combined Fee Revenue Mix –
2013
(1)
Fee income sources to approach 
25% of total revenue
Opportunity to improve deposit fee
income from legacy FedFirst
franchise
Wealth management business to be
incorporated into legacy FedFirst
locations
No revenue enhancements
considered in transaction modeling
Combined
Fee
Income:
$7.5
Million
(1)
(1)
Combined data is unaudited and does not reflect purchase accounting adjustments. Excludes gain on sale of OREO.


14
Successful integration of FedFirst into the Community Bank
organization
Organic growth to over $1.0 billion in total assets
Maintain focus on region southwest of metro Pittsburgh
Fully integrate business lines and create a sales culture which builds
full relationships with our commercial business customers
1% ROAA and double digit ROAE
Empower our experienced, high quality employees to provide superior
customer service in all aspects of our business
Be the Community Bank
of choice in the Marcellus Shale Region for
small and medium sized businesses
Strategic Vision for CB Financial Services


15
Summary


16
Strong legacy operating results and asset quality
FedFirst transaction significantly increases scale with attractive return
and payback metrics
Experienced combined senior management team with strong
community ties
Improved ability to serve customer needs in attractive Marcellus
Shale
Region
Post-transaction exchange listing should improve trading liquidity and
market visibility
Pro forma price to earnings metrics represent a substantial discount to
peer median price to 2015 estimated earnings multiple of 12.6x
(1)
Investment Highlights
Source: SNL Financial.
(1)
Peers defined as exchange traded banks with assets $500 million to $1.5 billion, MRQ ROAA greater than 0.50% and NPAs/Assets less than 3.0%. Pricing data as of 7/1/14.


17
Supplemental Historical Information
on CB Financial Services


18
Source: SNL Financial, company documents and S-4 filed 6/13/14.
Note: Pro forma data is unaudited and includes estimated purchase accounting adjustments.
(1)
Represents bank level for 2011 and 2012.
(2)
NPLs
include
nonaccrual
loans,
loans
90+
days
past
due
and
TDRs.
NPAs
include
NPLs
and
OREO.
(3)
Efficiency Ratio = Noninterest expense before OREO impairment and amortization of intangibles / net interest income + noninterest revenues (excludes securities gains and
OREO gains and losses)
Consistently profitable
throughout the financial
crisis
Return on tangible
common equity in
excess of 10% on a
standalone basis
6.5% annualized loan
growth in Q1 2014
Nonperforming assets
less than 80 basis
points of total assets
Net charge-offs and
nonperforming asset
levels consistently
below peer median
levels
Historical Financial Highlights
2011 FY
2012 FY
2013 FY
2013 YTD
3/31/14
($000s except per share)
12/31/11
12/31/12
12/31/13
3/31/14
Pro Forma
Balance Sheet
Total Assets
$533,636
$546,753
$546,486
$550,173
$857,378
Total Gross Loans
340,256
348,130
379,146
385,350
659,397
Total Deposits
450,883
471,273
480,335
488,783
723,754
Tangible Common Equity
39,821
42,261
42,847
41,362
69,155
Capital Ratios (%)
Tang. CE / Tang Assets
7.49%
7.76%
7.87%
7.55%
8.14%
Tier 1 Ratio
(1)
11.60
 
11.87
 
12.12
 
11.37
 
11.87
 
Risk-Based Capital Ratio
(1)
12.86
 
13.13
 
13.38
 
12.62
 
12.79
 
TBV Per Share
$16.47
 
$17.29
 
$17.36
 
$17.68
 
$17.03
 
Asset Quality (%)
(2)
NPAs/ Assets
1.15%
1.23%
0.78%
0.77%
NCOs/ Avg Loans
0.11
 
0.12
 
0.17
 
0.01
 
Reserves/ NPLs
107.0
 
102.1
 
137.0
 
134.1
 
Profitability
Net Income
$4,396
 
$4,217
 
$4,256
 
$1,079
 
ROAA
0.88%
0.78%
0.79%
0.79%
ROATCE
11.6
 
10.3
 
10.0
 
10.3
 
Net Interest Margin (FTE)
3.61
 
3.27
 
3.29
 
3.45
 
Efficiency Ratio (FTE)
(3)
62.3
 
63.6
 
66.6
 
68.3
 
Diluted EPS
$1.78  
$1.70  
$1.72  
$0.46  


19
Nonperforming Assets / Assets
(1)
Nonperforming Assets / Loans + OREO
(1)
Allowance for Loan Losses / NPLs
(2)
NCOs / Avg. Loans
Source: SNL Financial and company documents, Peers include all commercial banks and bank holding companies headquartered in Pennsylvania with assets $150 million to $1.0 billion.
Strong Historical Asset Quality
Relative to PA Peers
(1)
Non-Performing Assets = Nonaccrual +  TDRs + 90 day past due and still accruing + OREO.
(2)
Non-Performing
Loans
=
Nonaccrual
+
TDRs
+
90
day
past
due
and
still
accruing.


20
Return on Assets
Return on Tangible Common Equity
Tangible Book Value Per Share
(2)
Dividends Per Share
(1)
Source: Company documents.
(1)
2014
Q1
data
is
annualized.
(2)
133,000
shares
were
repurchased
at
$21.75
from
a
former
director
during
Q1
2014.
Legacy of Strong Profitability
& Consistent Shareholder Value Creation


21
Communications
in
this
presentation
do
not
constitute
an
offer
to
sell
or
the
solicitation
of
an
offer
to
buy
any
securities
or
a
solicitation
of
any
proxy
vote
or
approval.
The
proposed
merger
and
issuance
of
CBFV
common
stock
in
connection
with
the
proposed
merger
will
be
submitted
to
FFCO’s
shareholders
for
their
consideration
and
approval.
CBFV
has
filed
with
the
Securities
and
Exchange
Commission
(“SEC”)
a
registration
statement
on
Form
S-4
that
includes
a
preliminary
proxy
statement
to
be
used
by
FFCO
to
solicit
the
required
approval
of
its
shareholders
in
connection
with
the
proposed
merger,
and
which
constitutes
a
preliminary
prospectus
of
CBFV.
CBFV
and
FFCO
may
also
file
other
documents
with
the
SEC
concerning
the
proposed
merger.
INVESTORS
AND
SECURITY
HOLDERS
OF
FFCO
ARE
URGED
TO
READ
THE
DEFINITIVE
PROXY
STATEMENT/PROSPECTUS
REGARDING
THE
PROPOSED
MERGER
AND
OTHER
RELEVANT
DOCUMENTS
THAT
WILL
BE
FILED
WITH
THE
SEC
CAREFULLY
AND
IN
THEIR
ENTIRETY
WHEN
THEY
BECOME
AVAILABLE
BECAUSE
THEY
WILL
CONTAIN
IMPORTANT
INFORMATION
ABOUT
THE
PROPOSED
MERGER.
Investors
and
security
holders
may
obtain
a
free
copy
of
the
definitive
proxy
statement/prospectus
and
other
documents
containing
important
information
about
CBFV
and
FFCO,
once
such
documents
are
filed
with
the
SEC,
through
the
website
maintained
by
the
SEC
at
www.sec.gov.
Copies
of
the
documents
filed
with
the
SEC
by
FFCO
will
be
available
free of charge on FFCO’s website at www.firstfederal-savings.com/investor-relations.aspx
FFCO
and
certain
of
its
directors
and
executive
officers
may
be
deemed
to
be
participants
in
the
solicitation
of
proxies
from
the
shareholders
of
FFCO
in
connection
with
the
proposed
merger.
Information
concerning
such
participants'
ownership
of
shares
of
FFCO
common
stock
is
set
forth
in
the
definitive
proxy
statement
for
FFCO’s
2014
annual
meeting
of
stockholders
filed
with
the
SEC
on
April
17,
2014.
This
document
can
be
obtained
free
of
charge
from
the
sources
indicated
above.
Other
information
regarding
the
participants
in
the
proxy
solicitation
and
a
description
of
their
direct
and
indirect
interests,
by
security
holdings
or
otherwise,
will
be
contained
in
the
definitive
proxy
statement/prospectus
and
other
relevant
materials
to
be filed with the SEC when they become available.
Additional Information
Fedfirst Financial (NASDAQ:FFCO)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more Fedfirst Financial Charts.
Fedfirst Financial (NASDAQ:FFCO)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more Fedfirst Financial Charts.