FFCO (MM)

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