425

Filed by F.N.B. Corporation

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934

Subject Company: PVF Capital Corp.

(SEC Registration Statement No. 333-189708)

The following slide presentation accompanied the Second Quarter 2013 Earnings Report and Conference Call of F.N.B. Corporation held on July 24, 2013:


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F.N.B. Corporation

Second Quarter 2013 Earnings Presentation July 24, 2013


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Cautionary Statement Regarding Forward-Looking Information and Non-GAAP Financial Information

This presentation and the reports F.N.B. Corporation files with the Securities and Exchange Commission often contain “forward-looking statements” relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of F.N.B. Corporation. These forward-looking statements involve certain risks and uncertainties. There are a number of important factors that could cause F.N.B. Corporation’s future results to differ materially from historical performance or projected performance. These factors include, but are not limitedto: (1)a significant increase in competitive pressures among financial institutions; (2) changes in the interest rate environment that may reduce interest margins; (3) changes in prepayment speeds, loan sale volumes, charge-offs and loan loss provisions; (4) general economic conditions; (5) various monetary and fiscal policies and regulations of the U.S. government that may adversely affect the businesses in which F.N.B. Corporation is engaged; (6) technological issues which may adversely affect F.N.B. Corporation’s financial operations or customers; (7) changes in the securities markets; (8)risk factors mentioned in the reports and registration statements F.N.B. Corporation files with the Securities and Exchange Commission; (9) housing prices; (10) job market; (11) consumer confidence and spending habits; (12) estimates of fair value of certain F.N.B. Corporation assets and liabilities; (13) transaction risks associated with the pending mergers of PVF Capital Corp. and BCSB Bancorp, Inc., and integration challenges related to the recently completed merger with Annapolis Bancorp, Inc. and the difficulties encountered in expanding into a new market; or (14) the effects of current, pending and future legislation, regulation and regulatory actions. F.N.B. Corporation undertakes no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this presentation.

To supplement its consolidated financial statements presented in accordance with Generally Accepted Accounting Principles (GAAP), the Corporation provides additional measures of operating results, net income and earnings per share (EPS) adjusted to exclude certain costs, expenses, and gains and losses. The Corporation believes that these non-GAAP financial measures are appropriate to enhance the understanding of its past performance as well as prospects for its future performance. In the event of such a disclosure or release, the Securities and Exchange Commission’s Regulation G requires: (i) the presentation of the most directly comparable financial measure calculated and presented in accordance with GAAP and (ii) a reconciliation of the differences between the non-GAAP financial measure presented and the most directly comparable financial measure calculated and presented in accordance with GAAP. The required presentations and reconciliations are contained herein and can be found at our website, www.fnbcorporation.com, under “Shareholder and Investor Relations” by clicking on “Non-GAAP Reconciliation.”

The Appendix to this presentation contains non-GAAP financial measures used by the Corporation to provide information useful to investors in understanding the Corporation’s operating performance and trends, and facilitate comparisons with the performance of the Corporation’s peers. While the Corporation believes that these non-GAAP financial measures are useful in evaluating the Corporation, the information should be considered supplemental in nature and not as a substitute for or superior to the relevant financial information prepared in accordance with GAAP. The non-GAAP financial measures used by the Corporation may differ from the non-GAAP financial measures other financial institutions use to measure their results of operations. This information should be reviewed in conjunction with the Corporation’s financial results disclosed on July 23, 2013 and in its periodic filings with the Securities and Exchange Commission.

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Important Information About the Pending Mergers

Merger of F.N.B. and PVF Capital. In connection with the pending merger between F.N.B. and PVF Capital Corp., a definitive proxy statement of PVF Capital and prospectus of F.N.B. will be filed with the SEC. SHAREHOLDERS OF PVF CAPITAL CORP. ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

F.N.B. and PVF Capital and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from PVF Capital shareholders in connection with the proposed merger. Information concerning such participants’ ownership of PVF Capital common shares will be set forth in the definitive proxy statement/prospectus.

Merger of F.N.B. and BCSB Bancorp. In connection with the proposed merger between F.N.B. and BCSB Bancorp, a definitive proxy statement of BCSB Bancorp and prospectus of F.N.B. will be filed with the SEC. SHAREHOLDERS OF BCSB BANCORP, INC. ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

F.N.B. and BCSB Bancorp and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from BCSB Bancorp shareholders in connection with the proposed merger. Information concerning such participants’ ownership of BCSB Bancorp common stock will be set forth in the definitive proxy statement/prospectus.

Where to Find Additional Information. A free copy of the definitive proxy statement/prospectus for each pending merger (when it is available), as well as other documents containing information about F.N.B. Corporation, PVF Capital Corp. and BCSB Bancorp, Inc., may be obtained at the SEC’s Internet site (http://www.sec.gov). In addition, investors and security holders may obtain free copies of the documents that F.N.B., PVF Capital and BCSB Bancorp have filed with the SEC by contacting the following persons at each corporation:

F.N.B.: James G. Orie, Chief Legal Officer, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317

PVF Capital: Jeffrey N. Male, Secretary, PVF Capital Corp., 30000 Aurora Road, Solon, OH 44139, telephone: (440) 248-7171

BCSB Bancorp: Joseph J. Bouffard, President and Chief Executive Officer, BCSB Bancorp, Inc., 4111 East Joppa Road, Baltimore, MD 21236, telephone: (410) 256-5000

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2Q13 Operating Results

2Q13 Operating Highlights Strong Operating Results

Consistent high-quality earnings

Operating net income(1) $30.1 million

High-quality earnings with provision for loan losses

Operating diluted EPS(1) $0.21 exceeding net charge-off levels

Year-to-date operating leverage achieved

ROTA(1) 1.08% Solid profitability results

ROTE(1) 17.33% Revenue growth and expense control

Net interest margin narrowing of three basis points

Net interest margin 3.63% primarily due to lower accretable yield

Annapolis Bancorp, Inc. (ANNB) acquisition closed and

Efficiency ratio 58.6% fully integrated April 6, 2013

Organic balance sheet growth continued

Total loan growth (organic, annualized) 5.6%

Organic growth in average total loans of 5.6%

Transaction deposit growth (organic, annualized) 7.4% Organic growth in average commercial loans of 5.8%

Organic growth in average consumer loans of 11.8%

Net charge-offs (originated portfolio, annualized) 0.33%

Organic growth in transaction deposits and customer

repurchase agreements of 7.4%

NPL’s+OREO/Total loans + OREO (originated portfolio) 1.59%

Asset quality reflects continued good results

(1)

 

Non-GAAP measure, refer to Appendix for GAAP to Non-GAAP Reconciliation details

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2Q13 Operating Highlights – Quarterly Trends

Prior

Current Prior Year Quarterly Trends

2Q13 1Q13 2Q12

Prior-year quarter benefited from higher accretable

yield of $1.7 million (net of tax) or $0.01 per diluted

Operating Net income $30,094 $28,767 $29,336 share

Earnings(1)

Accretable yield benefit included in net interest

Earnings per diluted share $0.21 $0.20 $0.21 margin:

2Q13: 2 bps

ROTE(1) 17.33% 17.46% 19.14% 1Q13: 4 bps

2Q12: 10 bps

ROTA(1) 1.08% 1.08% 1.13%

Profitability Continued strong organic growth in loans and

Performance transaction deposits and customer repurchase

Net interest margin 3.63% 3.66% 3.80% agreements

Organic growth in both commercial and

Efficiency ratio 58.6% 59.8% 57.7% consumer loans

Continued to strengthen deposit mix, with

lower-cost transaction deposits and customer

Total loan growth 5.6% 7.1% 2.8% repurchase agreements comprising 77% of

Strong total deposits and customer repurchase

Organic Commercial loan growth 5.8% 10.8% 4.2% agreements at June 30, 2013

Growth

Balance Sheet Annapolis Bancorp, Inc. acquisition completed

Trends(2) Consumer loan growth 11.8% 6.1% 8.3% 2Q13 (April 6, 2013)

Transaction deposits and

customer repo growth(3) 7.4% 2.6% 14.3%

Non-GAAP measure, refer to Appendix for GAAP to Non-GAAP Reconciliation details;(2) Average, annualized linked quarter organic growth results. Organic growth results exclude balances acquired in the ANNB acquisition;(3) Total deposits excluding time deposits

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M&A Strategic Update – Progressing as Planned

Significant Progress Replicating Proven Success in Pittsburgh MSA to Expansion Markets of Baltimore MSA (ANNB And BCSB Acquisitions) and Cleveland MSA (PVFC Acquisition)

Strategies Pittsburgh Baltimore Cleveland

MSA MSA MSA

Markets with considerable

scale and growth Commercial Prospects(1) 59,240 65,169 52,149

Market Characteristics opportunities.

Density of commercial

Support Sustained Population 2.4 million 2.7 million 2.1 million

Organic Growth prospects, strong consumer,

wealth, private banking,

insurance opportunities Median Household Income $46,000 $63,000 $45,000

support FNB’s strategy.

Assemble strong regional Leadership

leadership with established

market connections.

Build experienced cross- Team

FNB Execution in Market functional team.

Instills FNB Culture Deploy proprietary sales In Process

management process Sales Management

immediately.

Create synergistic cross-

functional alignment. Cross-Functional Alignment

Achieve attractive

Market Position market position. Market Position(2) #3 #10 #14

Establishes Establish strong presence and

Scale and Presence FNB hub with a regional Regional Headquarters In Process

headquarters.

(1)

 

Data per U.S. Census Bureau;(2) Deposit market share, pro-forma, excludes custodial bank in Pittsburgh MSA

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Balance Sheet Highlights

Reported Organic

2Q13 Growth(1) Growth(2)

Average Balances,

$ in Millions Balance $ $ % 2Q13 Highlights

Continued strong organic growth in

Securities $2,296 $41.8 —— loans and transaction deposits and

customer repurchase agreements

Total loans $8,530 $373.5 $114.6 5.6% Organic total loan growth of 5.6%

annualized

Commercial loans $4,733 $264.2 $64.6 5.8% Total commercial loan growth

driven by C&I portfolio growth of

8.8% annualized

Consumer loans(3) $2,688 $117.6 $75.8 11.8%

Total consumer loan growth

driven by home-equity related

Residential mortgage loans $1,066 -$12.7 -$30.2 -11.2% portfolios

Earning assets $10,886 $413.1 —— Further enhanced attractive deposit

mix

Lower cost, relationship-focused

Total deposits and customer repos $10,334 $395.7 $37.4 1.5% transaction deposits and

Transaction deposits and customer customer repurchase agreements

repos(4) $7,873 $427.9 $136.6 7.4% represent 77% of total deposits

and customer repurchase

agreements compared to 73% at

Time deposits $2,461 -$32.2 -$99.2 -16.0% June 30, 2012(5)

(1) Reported linked-quarter growth represents total growth, including balances acquired via the ANNB acquisition;(2) Organic linked-quarter growth represents growth excluding balances acquired via the ANNB acquisition, % growth annualized;(3) Includes Direct Installment, Indirect Installment and Consumer LOC portfolios;(4) Excludes time deposits;(5) Period-end as of June 30, 2013

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Asset Quality Results(1)

$ in Thousands 2Q13 1Q13 2Q12 2Q13 Highlights

Solid performance with demonstrated stability

compared to the prior quarter and improvement

NPL’s+OREO/Total loans+OREO 1.59% 1.59% 1.93% compared to the prior year

2Q13 provision for loan losses of $7.9 million

Total delinquency 1.44% 1.45% 1.78% exceeds net charge-offs

$6.6 million provision for the originated

Provision for loan losses(2) $ 7,903 $ 7,541 $ 7,027 portfolios

$1.25 million provision for the acquired

Net charge-offs (NCO’s)(2) $ 7,325 $ 4,213 $ 7,473 portfolios

Delinquency stable compared to the prior

NCO’s/Total average loans(2) 0.34% 0.21% 0.38% quarter and improved from the year-ago quarter

Reserve position directionally consistent with

performance

NCO’s/Total average originated loans 0.33% 0.22% 0.45%

ANNB acquisition completed April 6, 2013

Allowance for loan losses/

Total loans 1.35% 1.39% 1.49%

Allowance for loan losses/

Total non-performing loans 121.68% 124.80% 104.89%

Metrics shown are originated portfolio metrics unless noted as a total portfolio metric. “Originated portfolio” or “Originated loans” excludes loans acquired at fair value and accounted for in accordance with ASC 805 (effective January 1, 2009), as the risk of credit loss has been considered by virtue of the Corporation’s estimate of fair value.

(2)

 

Total portfolio metric

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Asset Quality Trends

Asset Quality Trends Compare Favorably to Peer Results

NPL’s+OREO/ NCO’s on Originated Loans/ Total Originated Loans+OREO(1)(2) Total Originated Loans(1)(3)

4.00%

1.20% 3.50% 1.00% 3.00% 2.74%

0.77%

2.50% 0.80%

2.15%

2.00%

0.60% 0.62%

1.60% 1.59% 1.59%

1.50% 0.41%

0.40% 0.33% 1.00%

0.22%

0.20% 0.50%

0.00% 0.00%

2010 2011 2012 1Q13 2Q13 FY 2010 FY 2011 FY 2012 1Q13 2Q13

FNB Peer Group Median FNB Peer Group Median

Peer data per SNL Financial, refer to Appendix for peer listing;(1) Metrics shown are originated portfolio. “Originated portfolio” or “Originated loans” excludes loans acquired at fair value and accounted for in accordance with ASC 805 (effective January 1, 2009), as the risk of credit loss has been considered by virtue of the Corporation’s estimate of fair value;(2) Based on balances at quarter end for each period presented;(3) Full year or quarterly results annualized. 9


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Non-Interest Income

$ in Thousands 2Q13 1Q13 2Q12 2Q13 Highlights

Increase (linked-quarter) in non-interest income

Service charges $ 18,660 $ 16,531 $ 17,588 reflects increased service charges, consistent

results from fee-based lines of businesses and

the benefit of the ANNB acquisition

Insurance commissions and fees 4,101 4,430 3,882

Service charges increased linked-quarter given

Securities commissions 2,867 2,923 2,030 higher volume and the benefit of ANNB-related

volume

Trust income 4,167 4,085 3,842

Insurance commissions and fees reflects a

Gain on sale of loans 1,022 1,021 711 linked-quarter decline due to seasonal

contingent fee revenue in the first quarter;

increase seen year-over-year

Other 4,307 3,999 4,465

Non-interest income before Wealth management (securities commissions

one-time items $ 35,124 $ 32,989 $ 32,518 and trust income) increased 19.8% compared

to the prior year primarily due to revenue-

enhancing strategies and initiatives and

One-time items(1) 1,559 — — improved market conditions

Total non-interest income(2) $ 36,683 $ 32,989 $ 32,518

(1) $1.6 million gain realized on extinguishment of debt;(2) Excluding net securities gains/(losses) and OTTI of $68, $684, and $260 respectively.

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Non-Interest Expense

$ in thousands 2Q13 1Q13 2Q12 2Q13 Highlights

? Overall non-interest expense results reflect

Salaries and employee benefits $ 43,201 $ 43,905 $ 41,070 continued efficiency focus and the addition of

ANNB operating expenses 2Q13

Occupancy and equipment 12,945 12,190 11,862

? Salaries and benefits decrease (linked-quarter)

reflect disciplined management of this expense

Amortization of intangibles 2,125 1,986 2,369 component partially offset by the addition of

ANNB-related expense

Other real estate owned 820 192 1,467

? One-time expense represents $2.9 million in

Other(1) 22,144 20,238 21,397 merger costs related to ANNB

Non-interest expense before ? The efficiency ratio improved from the prior

one-time items $ 81,235 $ 78,511 $ 78,165 quarter and reflects a good level given that

revenue synergies and cost savings related to

One-time items(2) 2,946 352 317 ANNB are in the early stages

Total non-interest expense $ 84,181 $ 78,863 $ 78,482

Efficiency ratio 58.6% 59.8% 57.7%

(1) Excluding one-time items;(2) Merger related expenses for each period of $2,946, $352, $317, respectively.

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Net Interest Margin Trends

Net Interest Margin Trends

4.00%

3.80%

0.10% 3.70%

3.66% 3.66% 3.63% 0.05% 0.04% 0.10% 0.02% 3.70% 3.65% 3.62% 3.61%

3.56% 3.50%

3.00%

2.50%

2.00% 2Q12 3Q12 4Q12 1Q13 2Q13

Core Net Interest Margin Accretable Yield

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Capital Position

Capital Position as of June 30, 2013(1)

March 31, 2013 June 30, 2013

14.0%

12.3%

11.9%

12.0% 10.7%

10.4%

10.0%

8.4% 8.3%

8.0%

6.2% 6.1%

6.0%

4.0%

2.0%

0.0%

Total Risk-Based Tier One Leverage Tangible Common Equity

2Q13 Capital Level Drivers

Capital levels at June 30, 2013 reflect initial impact of Annapolis Bancorp, Inc. acquisition.

Regulatory capital levels impacted by partial redemption of trust preferred securities ($15.0 million repurchased at a discount in June 2013).

Tangible common equity ratio impacted by changes in unrealized gains and losses included in other comprehensive income (OCI). Excluding the OCI change, the tangible common equity ratio would have been unchanged from the prior quarter.

(1) Regulatory risked-based ratios estimated as of June 30, 2013.

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Summary

Consistent Strategy Delivers Sustainable Results

Strong 2Q13 Operating Results

High-quality earnings

Year-over-year operating leverage

Significant Progress Establishing FNB in Expansion Markets of Maryland and Cleveland

Consistent, proven strategy deployed

FNB expansion in Maryland and Cleveland markets progressing well with results at or exceeding targets

Delivering Results on Stated Strategic Focus

Evolution of delivery channels

Continuous reinvestment in people, processes and infrastructure

Keen focus on expense control and efficiency improvements

Leveraging cross-sell culture across lines of business and through M&A expansion markets

Pursuing M&A opportunities in attractive markets following consistent, disciplined approach

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Appendix

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Regional Peer Group Listing

Ticker Institution Ticker Institution

ASBC Associated Bancorp ONB Old National Bancorp

AF Astoria Financial Corporation PVTB Private Bancorp, Inc.

CBSH Commerce Bancshares, Inc. SUSQ Susquehanna Bancshares, Inc.

FMER First Merit Corp. UMBF UMB Financial Corp.

FULT Fulton Financial Corporation VLY Valley National Bancorp

MBFI MB Financial, Inc WBS Webster Financial Corporation

NPBC National Penn Bancshares, Inc. WTFC Wintrust Financial Corporation

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GAAP to Non-GAAP Reconciliation

Operating: Earnings, Return on Avg Tangible Equity, Return on Avg Tangible Assets

For the Quarter Ended

June 30, 2013 March 31, 2013 June 30, 2012

Operating net income

Net income $29,192 $28,538 $29,130

Add: Merger and severance costs, net of tax 1,915 229 206

Less: Gain on extinguishment of debt, net of tax 1,013 — -

Operating net income $30,094 $28,767 $29,336

Operating diluted earnings per share

Diluted earnings per share $0.20 $0.20 $0.21

Add: Merger and severance costs, net of tax 0.01 0.00 0.00

Less: Gain on extinguishment of debt, net of tax (0.01) — -

Operating diluted earnings per share $0.21 $0.20 $0.21

Operating return on average tangible equity

Operating net income (annualized) $120,706 $116,668 $117,991

Amortization of intangibles, net of tax (annualized) 5,538 5,237 6,192

$126,244 $121,904 $124,182

Average shareholders’ equity $1,473,945 $1,410,827 $1,367,333

Less: Average intangible assets 745,458 712,466 718,507

Average tangible equity $728,487 $698,361 $648,826

Operating return on average tangible equity 17.33% 17.46% 19.14%

Operating returnet on average tangible assete s

Operating net income (annualized) $120,706 $116,668 $117,991

Amortization of intangibles, net of tax (annualized) 5,538 5,237 6,192

$126,244 $121,904 $124,182

Average total assets $12,470,029 $12,004,759 $11,734,221

Less: Average intangible assets 745,458 712,466 718,507

Average tangible assets $ 11,724,570 $ 11,292,292 $ 11,015,714

Operating return on average tangible assets 1.08% 1.08% 1.13%

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