CAPITOL FEDERAL FINANCIAL, INC.
RP® FINANCIAL, LC. | |
Serving the Financial Services Industry Since 1988 |
August 30, 2010
Boards of Directors
Capitol Federal Savings Bank MHC
Capitol Federal Financial
Capitol Federal Savings Bank
700 Kansas Avenue
Topeka, Kansas 66603
Members of the Boards of Directors:
We have completed and hereby provide an updated appraisal of the estimated pro forma market value of the common stock which is to be issued in connection with the mutual-to-stock conversion described below.
This updated appraisal is furnished pursuant to the conversion regulations promulgated by the Office of Thrift Supervision (“OTS”). Specifically, this appraisal has been prepared in accordance with the “Guidelines for Appraisal Reports for the Valuation of Savings and Loan Associations Converting from Mutual to Stock Form of Organization” as set forth by the OTS, and applicable regulatory interpretations thereof. Our original appraisal report, dated May 28, 2010 (the “Original Appraisal”), and previous appraisal update report, dated August 13, 2010 (the “First Update”), are incorporated herein by reference. As in the preparation of our Original Appraisal and First Update, we believe the data and information used herein is reliable; however, we canno t guarantee the accuracy and completeness of such information.
On May 5, 2010, the respective Boards of Directors of Capitol Federal Savings Bank MHC (the “MHC”) and Capitol Federal Financial (“CFFN”) adopted a Plan of Conversion and Reorganization (the “Plan of Conversion”) whereby the MHC will convert to stock form. As a result of the conversion, CFFN, which currently owns all of the issued and outstanding common stock of the Capitol Federal Savings Bank, Topeka, Kansas (the “Bank”) will be succeed by a Maryland corporation with the name of Capitol Federal Financial, Inc. (“Capitol Federal Financial” or the “Company”). Following the conversion, the MHC will no longer exist. For purposes of this document, the existing consolidated entity will hereinafter be referred to as Capitol Federal Fina ncial or the Company. As of June 30, 2010, the MHC had a majority ownership interest in, and its principal asset consisted of, approximately 70.54% of the common stock (the “MHC Shares”) of Capitol Federal Financial. The remaining 29.46% of Capitol Federal Financial’s common stock is owned by public stockholders.
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Washington Headquarters | |
Three Ballston Plaza | Telephone: (703) 528-1700 |
1100 North Glebe Road, Suite 1100 | Fax No.: (703) 528-1788 |
Arlington, VA 22201 | Toll-Free No.: (866) 723-0594 |
www.rpfinancial.com | E-Mail: mail@rpfinancial.com |
Board of Directors
August 30, 2010
Page 2
It is our understanding that Capitol Federal Financial has offered its stock, representing the majority ownership interest held by the MHC, in a subscription offering to Eligible Account Holders, Tax-Qualified Employee Stock Benefit Plans, including the Bank’s employee stock ownership plans (the “ESOP”), Supplemental Eligible Account Holders and Other Members, as such terms are defined for purposes of applicable federal regulatory requirements governing mutual-to-stock conversions. The stock has also been offered to the public at large in a community offering and a syndicated offering. Upon completing the mutual-to-stock conversion and stock offering (the “second-step conversion”), the Company will be 100% owned by public shareholders, the publicly-held shares of CFFN will be exchang ed for shares in the Company at a ratio that retains their ownership interest at the time the conversion is completed and the MHC assets will be consolidated with the Company.
The Appraisal is based on Capitol Federal Financial’s representation that the information contained in the regulatory applications and additional information furnished to us by Capitol Federal Financial and its legal counsel and other authorized agents are truthful, accurate and complete. We did not independently verify the financial statements and other information provided by Capitol Federal Financial, or its legal counsel and other authorized agents nor did we independently value the assets or liabilities of Capitol Federal Financial. The valuation considers Capitol Federal Financial only as a going concern and should not be considered as an indication of Capitol Federal Financial’s liquidation value.
Our appraised value is predicated on a continuation of the current operating environment for Capitol Federal Financial and for all thrifts and their holding companies. Changes in the local, state and national economy, the legislative and regulatory environment for financial institutions and mutual holding companies, the stock market, interest rates, and other external forces (such as natural disasters or significant world events) may occur from time to time, often with great unpredictability and may materially impact the value of thrift stocks as a whole or the value of Capitol Federal Financial’s’ stock alone. It is our understanding that there are no current plans for selling control of Capitol Federal Financial following completion of the second-step conversion. To the extent that such f actors can be foreseen, they have been factored into our analysis.
The estimated pro forma market value is defined as the price at which Capitol Federal Financial’s common stock, immediately upon completion of the second-step stock offering, would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having reasonable knowledge of relevant facts.
Board of Directors
August 30, 2010
Page 3
Our valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing shares of the common stock. Moreover, because such valuation is necessarily based upon estimates and projections of a number of matters, all of which are subject to change from time to time, no assurance can be given that persons who purchase shares of common stock in the conversion will thereafter be able to buy or sell such shares at prices related to the foregoing valuation of the pro forma market value thereof. RP Financial is not a seller of securities within the meaning of any federal and state securities laws and any report prepared by RP Financial shall not be used as an offer or solicitation with respect to the purchase or sale of any securities. RP Financial maintains a policy which prohibits the company, its principals or employees from purchasing stock of its client institutions.
This updated appraisal reflects the following noteworthy items: (1) a review of recent developments in Capitol Federal Financial’s financial condition, including financial data through June 30, 2010; (2) an updated comparison of Capitol Federal Financial’s financial condition and operating results versus the Peer Group companies identified in the Original Appraisal; (3) a review of stock market conditions since the date of the First Update; and (4) the results of Capitol Federal Financial’s subscription, community and syndicated offerings.
Discussion of Relevant Considerations
1. Financial Results
Table 1 presents summary balance sheet and income statement details for the twelve months ended March 31, 2010 and updated financial information through June 30, 2010. Capitol Federal Financial’s assets increased by $57.9 million or 0.7% from March 31, 2010 to June 30, 2010. Cash and investment securities accounted for most of the Company’s asset growth during the quarter, which was partially offset by decreases in mortgage-backed securities and loans receivable. Overall, Capitol Federal Financial’s cash and investments (inclusive of FHLB stock) increased from $1.166 billion or 13.7% of assets at March 31, 2010 to $1.415 billion or 16.6% of assets at June 30, 2010. Loans receivable decreased from $5.380 billion or 63.4% of assets at March 31, 2010 to $5.316 billion or 62.2% of assets at June 30, 2010, while over the same time period mortgage-backed securities decreased from $1.757 billion or 20.7% of assets to $1.620 billion or 19.0% of assets. The balance of bank-owned life insurance (“BOLI”) increased nominally during the quarter and remained at 0.6% of assets.
Updated credit quality measures showed little change during the quarter ended June 30, 2010. Non-accruing loans decreased from $34.0 million at March 31, 2010 to $33.3 million at June 30, 2010, while real estate owned increased from $6.9 million at March 31, 2010 to $7.2 million at June 30, 2010. Overall, non-performing assets decreased from $40.9 million or 0.48% of assets at March 31, 2010 to $40.3 million or 0.47% of assets at June 30, 2010.
Board of Directors
August 30, 2010
Page 4
Table 1
Capitol Federal Financial
Recent Financial Data
| | At March 31, 2010 | | | At June 30, 2010 | |
| | Amount | | | Assets | | | Amount | | | Assets | |
| | ($000) | | | (%) | | | ($000) | | | (%) | |
Balance Sheet Data | | | | | | | | | | | | | | |
Total assets | | $ | 8,485,465 | | | | 100.0 | % | | $ | 8,543,357 | | | | 100.0 | % |
Cash, cash equivalents | | | 60,735 | | | | 0.7 | | | | 75,886 | | | | 0.9 | |
Investment securities | | | 970,431 | | | | 11.4 | | | | 1,203,064 | | | | 14.1 | |
Mortgage-backed securities | | | 1,757,310 | | | | 20.7 | | | | 1,620,623 | | | | 19.0 | |
Loans receivable, net | | | 5,380,852 | | | | 63.4 | | | | 5,316,172 | | | | 62.2 | |
FHLB stock | | | 135,050 | | | | 1.6 | | | | 136,055 | | | | 1.6 | |
Bank-owned life insurance | | | 54,000 | | | | 0.6 | | | | 54,350 | | | | 0.6 | |
Deposits | | | 4,319,066 | | | | 50.9 | | | | 4,373,844 | | | | 51.2 | |
Borrowings | | | 3,109,451 | | | | 36.6 | | | | 3,110,246 | | | | 36.4 | |
Total equity | | | 946,073 | | | | 11.2 | | | | 960,000 | | | | 11.2 | |
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| | 12 Months Ended | | | 12 Months Ended | |
| | March 31, 2010 | | | June 30, 2010 | |
| | Amount | | | Avg. Assets | | | Amount | | | Avg. Assets | |
| | ($000) | | | (%) | | | ($000) | | | (%) | |
Summary Income Statement | | | | | | | | | | | | | | | | |
Interest income | | $ | 395,772 | | | | 4.73 | % | | $ | 384,179 | | | | 4.56 | % |
Interest expense | | | (218,673 | ) | | | (2.61 | ) | | | (212,115 | ) | | | (2.52 | ) |
Net interest income | | | 177,099 | | | | 2.11 | | | | 172,064 | | | | 2.04 | |
Provisions for loan losses | | | (10,050 | ) | | | (0.12 | ) | | | (8,754 | ) | | | (0.10 | ) |
Net interest income after provis. | | | 167,049 | | | | 2.00 | | | | 163,310 | | | | 1.94 | |
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Non-interest operating income | | | 26,435 | | | | 0.32 | | | | 26,575 | | | | 0.31 | |
Gain on sale of securities/loans | | | 8,248 | | | | 0.10 | | | | 7,591 | | | | 0.09 | |
Non-interest operating expense | | | (95,288 | ) | | | (1.14 | ) | | | (89,462 | ) | | | (1.06 | ) |
Income (loss) before income taxes | | | 106,444 | | | | 1.27 | | | | 108,014 | | | | 1.28 | |
Income taxes | | | (38,495 | ) | | | (0.46 | ) | | | (38,783 | ) | | | (0.46 | ) |
Net income | | $ | 67,949 | | | | 0.81 | % | | $ | 69,231 | | | | 0.82 | % |
Sources: | Capitol Federal Financial’s prospectus, audited and unaudited financial statements, and RP Financial calculations. |
Board of Directors
August 30, 2010
Page 5
Asset growth was primarily funded by deposit growth during the quarter ended June 30, 2010. Total deposits increased from $4.319 billion or 50.9% of assets at March 31, 2010 to $4.374 billion or 51.2% of assets at June 30, 2010, while borrowings increased nominally from $3.109 billion or 36.6% of assets at March 31, 2010 to $3.110 billion or 36.4% of assets at June 30, 2010. The composition of borrowings at June 30, 2010 consisted of $2.4 billion of FHLB advances, $660,000 million of repurchase agreements and $53.6 million of trust preferred debt, which was substantially unchanged from the Company’s composition of borrowings at March 31, 2010. Capitol Federal Financial’s equity increased by $13.9 million during the quarter, which was mostly attributable to retention of earnings and, to a le sser extent, an increase in the net unrealized gain maintained on available for sale investment securities. Equity growth kept pace with asset growth, as the Company’s equity-to-assets ratio equaled 11.2% at March 31, 2010 and at June 30, 2010.
Capitol Federal Financial’s operating results for the twelve months ended March 31, 2010 and June 30, 2010 are also set forth in Table 1. The Company’s reported earnings increased from $67.9 million or 0.81% of average assets for the twelve months ended March 31, 2010 to $69.2 million or 0.82% of average assets for the twelve months ended June 30, 2010. The increase in earnings was largely due to a decrease in operating expenses.
Capitol Federal Financial’s net interest income decreased from $177.1 million during the twelve months ended March 31, 2010 to $172.1 million during the most recent twelve month period, which served to decrease the net interest income to average assets ratio from 2.11% during the twelve months ended March 31, 2010 to 2.04% during the twelve months ended June 30, 2010. The decrease in the net interest income ratio was reflective of a narrower yield-cost spread for the quarter ended June 30, 2010 compared to the year ago quarter, which was due to a larger reduction in the weighted average yield on interest-earning assets relative to the weighted average rate paid on interest-bearing liabilities. The more significant reduction in interest-earning asset yields was in part related to a shift in the Co mpany’s interest-earning asset composition towards a higher concentration of lower yielding cash and investments. Overall, the Company’s interest rate spread decreased from 1.93% during the quarter ended June 30, 2009 to 1.70% during the quarter ended June 30, 2010.
Operating expenses were $5.8 million lower during the most recent twelve month period, decreasing as a percent of average assets from 1.14% during the twelve months ended March 31, 2010 to 1.06% during the twelve months ended June 30, 2010. The decrease in operating expenses was mostly related to a decrease in FDIC insurance premiums, which was mostly related to the FDIC’s industry-wide special five basis assessment recorded in the quarter ended June 30, 2009. Overall, Capitol Federal Financial’s updated ratios for net interest income and operating expenses provided for a slightly more favorable expense coverage ratio, (net interest income divided by operating expenses), as the expense coverage ratio increased from 1.85x for the twelve months ended March 31, 2010 to 1.92x for the twelve mon th ended June 30, 2010.
Board of Directors
August 30, 2010
Page 6
Non-interest operating income was substantially unchanged in the Company’s updated earnings, equaling 0.32% and 0.31% of average assets for the twelve month ended March 31, 2010 and June 30, 2010, respectively. Overall, when factoring non-interest operating income into core earnings, the Company’s updated efficiency ratio of 45.1% (operating expenses, net of goodwill amortization, as a percent of net interest income and non-interest operating income) was slightly more favorable compared to its 46.9% efficiency ratio recorded for the twelve months ended March 31, 2010.
Non-operating income remained a minor factor in the Company’s updated earnings, with gains and losses on the sale of securities and loans remaining the only non-operating items recorded in the Company’s updated earnings. Overall, net non-operating income equaled 0.10% and 0.09 of average assets for the twelve months ended March 31, 2010 and June 30, 2010, respectively.
Loan loss provisions were down slightly during the most recent twelve month period, decreasing from 0.12% of average assets for the twelve months ended March 31, 2010 to 0.10% of average assets for the twelve months ended June 30, 2010. As of June 30, 2010, the Company maintained valuation allowances of $15.7 million, equal to 0.29% of net loans receivable and 47.25% of non-performing loans.
Income taxes remained constant as a percent of average assets, equaling 0.46% of average assets for both periods shown in Table 1. The Company’s effective tax rate equaled 36.16% during the twelve months ended March 31, 2010 compared to 35.91% during the twelve months ended June 30, 2010. As set forth in the Original Appraisal and First Update, the Company’s marginal effective statutory tax rate approximates 38.32%.
2. Peer Group Financial Comparisons
Tables 2 and 3 present the financial characteristics and operating results for Capitol Federal Financial, the Peer Group and all publicly-traded thrifts. The Company’s and the Peer Group’s ratios are based on financial results through June 30, 2010. NewAlliance Bancshares of Connecticut, which was one of the Peer Group companies identified in the Original Appraisal, is the subject of an announced acquisition by First Niagara Financial Group of New York and, therefore, has been eliminated from the Peer Group.
In general, the comparative balance sheet ratios for the Company and the Peer Group did not vary significantly from the ratios exhibited in the Original Appraisal. Consistent with the Original Appraisal, the Company’s updated interest-earning asset compositions continued to reflect a higher concentration of cash and investments and a lower concentration of loans relative to the updated ratios for the Peer Group. Overall, the Company’s updated interest-earning assets amounted to 97.7% of assets, which remained above the comparable Peer Group ratio of 94.0%. The Company’s non-interest earning assets included BOLI equal to 0.6% of assets, while the Peer Group’s non-interest earning assets included goodwill and intangibles equal to 1.7% of assets and BOLI equal to 0.8% of assets.
Board of Directors
August 30, 2010
Page 7
Table 2
Balance Sheet Composition and Growth Rates
Comparable Institution Analysis
As of June 30, 2010
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| | | Balance Sheet as a Percent of Assets | | | Balance Sheet Annual Growth Rates | | | Regulatory Capital | |
| | | Cash & | | | MBS & | | | BOLI | | | Loans | | | Deposits | | | Funds | | | Debt | | | Worth | | | & Intang | | | Worth | | | Assets | | | Investments | | | Loans | | | Deposits | | | &Subdebt | | | Worth | | | Worth | | | Tangible | | | Core | | | Reg.Cap. | |
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Capitol Federal Financial | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
June 30, 2010 | | | 0.9 | % | | | 34.6 | % | | | 0.6 | % | | | 62.2 | % | | | 51.2 | % | | | 36.4 | % | | | 0.0 | % | | | 11.2 | % | | | 0.0 | % | | | 11.2 | % | | | 2.69 | % | | | 15.45 | % | | | -4.07 | % | | | 4.76 | % | | | -0.46 | % | | | 4.05 | % | | | 4.05 | % | | | 9.70 | % | | | 9.70 | % | | | 23.54 | % |
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All Public Companies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | 5.9 | % | | | 20.5 | % | | | 1.4 | % | | | 67.2 | % | | | 72.3 | % | | | 14.2 | % | | | 0.5 | % | | | 11.7 | % | | | 0.9 | % | | | 10.9 | % | | | 4.44 | % | | | 14.82 | % | | | 1.12 | % | | | 8.49 | % | | | -14.36 | % | | | 2.36 | % | | | 2.14 | % | | | 10.94 | % | | | 10.88 | % | | | 18.23 | % |
Medians | | | 4.6 | % | | | 18.4 | % | | | 1.4 | % | | | 68.6 | % | | | 73.4 | % | | | 12.6 | % | | | 0.0 | % | | | 10.3 | % | | | 0.0 | % | | | 9.4 | % | | | 2.32 | % | | | 7.69 | % | | | -0.76 | % | | | 5.64 | % | | | -12.33 | % | | | 1.97 | % | | | 1.49 | % | | | 9.54 | % | | | 9.54 | % | | | 15.71 | % |
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Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | 4.6 | % | | | 22.1 | % | | | 0.8 | % | | | 67.3 | % | | | 69.2 | % | | | 17.7 | % | | | 0.6 | % | | | 11.4 | % | | | 1.7 | % | | | 9.7 | % | | | 7.46 | % | | | 9.42 | % | | | 4.23 | % | | | 12.51 | % | | | -4.30 | % | | | 10.78 | % | | | 9.84 | % | | | 11.63 | % | | | 11.63 | % | | | 17.49 | % |
Medians | | | 3.9 | % | | | 18.6 | % | | | 1.2 | % | | | 67.5 | % | | | 66.2 | % | | | 17.8 | % | | | 0.1 | % | | | 11.5 | % | | | 1.3 | % | | | 8.9 | % | | | 4.64 | % | | | 6.44 | % | | | 1.18 | % | | | 6.40 | % | | | -0.11 | % | | | 10.50 | % | | | 11.00 | % | | | 9.85 | % | | | 9.85 | % | | | 16.70 | % |
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Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BKMU | Bank Mutual Corp. of WI | | | 4.6 | % | | | 47.1 | % | | | 1.6 | % | | | 41.2 | % | | | 60.4 | % | | | 26.0 | % | | | 0.0 | % | | | 11.5 | % | | | 1.5 | % | | | 9.9 | % | | | 1.02 | % | | | 15.43 | % | | | -13.34 | % | | | 1.59 | % | | | -0.11 | % | | | -0.69 | % | | | -0.68 | % | | | 9.85 | % | | | 9.85 | % | | | 21.84 | % |
BRKL | Brookline Bancorp, Inc. of MA | | | 3.3 | % | | | 12.9 | % | | | 0.0 | % | | | 80.5 | % | | | 64.0 | % | | | 16.5 | % | | | 0.0 | % | | | 18.6 | % | | | 1.7 | % | | | 16.9 | % | | | 0.69 | % | | | -2.00 | % | | | 1.18 | % | | | 13.44 | % | | | -30.14 | % | | | 1.46 | % | | | 1.92 | % | | | 15.60 | % | | | 15.60 | % | | NA | |
DNBK | Danvers Bancorp, Inc. of MA | | | 3.9 | % | | | 25.3 | % | | | 1.3 | % | | | 64.7 | % | | | 76.4 | % | | | 9.8 | % | | | 1.2 | % | | | 11.6 | % | | | 1.3 | % | | | 10.3 | % | | | 39.94 | % | | | 33.50 | % | | | 38.96 | % | | | 48.67 | % | | | 3.92 | % | | | 30.54 | % | | | 15.60 | % | | NA | | | NA | | | | 16.70 | % |
DCOM | Dime Community Bancshares of NY | | | 5.1 | % | | | 6.9 | % | | | 1.2 | % | | | 83.0 | % | | | 58.8 | % | | | 29.3 | % | | | 1.7 | % | | | 7.6 | % | | | 1.3 | % | | | 6.2 | % | | | 4.38 | % | | | -11.22 | % | | | 6.71 | % | | | 6.40 | % | | | -0.05 | % | | | 11.02 | % | | | 13.71 | % | | NA | | | NA | | | NA | |
FFCH | First Financial Holdings Inc. of SC | | | 1.9 | % | | | 14.5 | % | | | 0.0 | % | | | 75.8 | % | | | 73.6 | % | | | 14.4 | % | | | 1.4 | % | | | 9.7 | % | | | 1.2 | % | | | 8.6 | % | | | -7.84 | % | | | -22.19 | % | | | -5.76 | % | | | 4.56 | % | | | -42.44 | % | | | 10.50 | % | | | 11.00 | % | | NA | | | NA | | | NA | |
FFIC | Flushing Financial Corp. of NY | | | 0.7 | % | | | 18.6 | % | | | 1.7 | % | | | 76.7 | % | | | 68.3 | % | | | 21.4 | % | | | 0.8 | % | | | 8.9 | % | | | 0.4 | % | | | 8.5 | % | | | 4.64 | % | | | 0.30 | % | | | 5.77 | % | | | 8.38 | % | | | -9.45 | % | | | 21.65 | % | | | 23.16 | % | | NA | | | NA | | | NA | |
PBNY | Provident NY Bancorp, Inc. of NY | | | 1.4 | % | | | 31.8 | % | | | 1.7 | % | | | 56.6 | % | | | 66.2 | % | | | 17.8 | % | | | 0.0 | % | | | 14.5 | % | | | 5.6 | % | | | 8.9 | % | | | 4.93 | % | | | 15.69 | % | | | -0.62 | % | | | 4.70 | % | | | 7.92 | % | | | 1.98 | % | | | 4.04 | % | | 9.44 | % | | | 9.44 | % | | NA | |
TRST | TrustCo Bank Corp. NY of NY | | | 14.2 | % | | | 23.3 | % | | | 0.0 | % | | | 59.8 | % | | | 89.8 | % | | | 3.0 | % | | | 0.0 | % | | | 6.7 | % | | | 0.0 | % | | | 6.7 | % | | | 6.81 | % | | | 6.44 | % | | | 6.50 | % | | | 6.26 | % | | | 36.33 | % | | | 7.16 | % | | | 7.18 | % | | NA | | | NA | | | | 13.94 | % |
WFSL | Washington Federal, Inc. of WA (1) | | | 6.7 | % | | | 18.3 | % | | | 0.0 | % | | | 67.5 | % | | | 65.0 | % | | | 20.8 | % | | | 0.1 | % | | | 13.2 | % | | | 1.9 | % | | | 11.3 | % | | | 12.56 | % | | | 48.78 | % | | | -1.29 | % | | | 18.62 | % | | | -4.70 | % | | | 13.41 | % | | | 12.60 | % | | NA | | | NA | | | NA | |
(1) Financial information is for the quarter ending March 31, 2010.
Source: SNL Financial, LC. and RP® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.
Copyright (c) 2010 by RP® Financial, LC.
Board of Directors
August 30, 2010
Page 8
Income as Percent of Average Assets and Yields, Costs, Spreads
Comparable Institution Analysis
For the 12 Months Ended June 30, 2010
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| | | | | | Net Interest Income | | | | | | Other Income | | | | | | G&A/Other Exp. | | | Non-Op. Items | | | Yields, Costs, and Spreads | | | | | | | |
| | | | | | | | | | | | | | | Loss | | | NII | | | | | | | | | | | | Total | | | | | | | | | | | | | | | | | | | | | | | | MEMO: | | | MEMO: | |
| | | Net | | | | | | | | | | | | Provis. | | | After | | | Loan | | | R.E. | | | Other | | | Other | | | G&A | | | Goodwill | | | Net | | | Extrao. | | | Yield | | | Cost | | | Yld-Cost | | | Assets/ | | | Effective | |
| | | Income | | | Income | | | Expense | | | NII | | | on IEA | | | Provis. | | | Fees | | | Oper. | | | Income | | | Income | | | Expense | | | Amort. | | | Gains | | | Items | | | On Assets | | | Of Funds | | | Spread | | | FTE Emp. | | | Tax Rate | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Capitol Federal Financial | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
June 30, 2010 | | | 0.82 | % | | | 4.56 | % | | | 2.52 | % | | | 2.04 | % | | | 0.10 | % | | | 1.94 | % | | | 0.00 | % | | | 0.00 | % | | | 0.31 | % | | | 0.31 | % | | | 1.06 | % | | | 0.00 | % | | | 0.09 | % | | | 0.00 | % | | | 4.68 | % | | | 2.88 | % | | | 1.80 | % | | $ | 12,346 | | | | 35.91 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Public Companies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | -0.07 | % | �� | | 4.74 | % | | | 1.74 | % | | | 2.99 | % | | | 0.95 | % | | | 2.04 | % | | | 0.03 | % | | | -0.07 | % | | | 0.77 | % | | | 0.73 | % | | | 2.77 | % | | | 0.05 | % | | | 0.03 | % | | | 0.01 | % | | | 5.07 | % | | | 2.00 | % | | | 3.06 | % | | $ | 5,919 | | | | 32.57 | % |
Medians | | | 0.27 | % | | | 4.79 | % | | | 1.74 | % | | | 3.04 | % | | | 0.53 | % | | | 2.37 | % | | | 0.00 | % | | | -0.01 | % | | | 0.56 | % | | | 0.51 | % | | | 2.64 | % | | | 0.00 | % | | | 0.04 | % | | | 0.00 | % | | | 5.06 | % | | | 2.00 | % | | | 3.13 | % | | $ | 4,868 | | | | 32.49 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | 0.51 | % | | | 4.87 | % | | | 1.76 | % | | | 3.11 | % | | | 0.94 | % | | | 2.17 | % | | | 0.03 | % | | | -0.07 | % | | | 0.70 | % | | | 0.66 | % | | | 2.19 | % | | | 0.03 | % | | | 0.03 | % | | | 0.00 | % | | | 5.16 | % | | | 2.02 | % | | | 3.14 | % | | $ | 8,045 | | | | 29.29 | % |
Medians | | | 0.71 | % | | | 5.06 | % | | | 1.68 | % | | | 3.16 | % | | | 0.48 | % | | | 2.74 | % | | | 0.01 | % | | | -0.01 | % | | | 0.66 | % | | | 0.56 | % | | | 2.02 | % | | | 0.02 | % | | | 0.07 | % | | | 0.00 | % | | | 5.23 | % | | | 1.99 | % | | | 3.24 | % | | $ | 6,799 | | | | 36.49 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BKMU | Bank Mutual Corp. of WI | | | 0.16 | % | | | 3.79 | % | | | 2.14 | % | | | 1.65 | % | | | 0.52 | % | | | 1.12 | % | | | 0.02 | % | | | -0.10 | % | | | 0.66 | % | | | 0.58 | % | | | 2.02 | % | | | 0.01 | % | | | 0.55 | % | | | 0.00 | % | | | 4.09 | % | | | 2.49 | % | | | 1.61 | % | | $ | 4,546 | | | | 30.24 | % |
BRKL | Brookline Bancorp, Inc. of MA | | | 0.96 | % | | | 5.06 | % | | | 1.60 | % | | | 3.46 | % | | | 0.27 | % | | | 3.19 | % | | | 0.00 | % | | | 0.00 | % | | | 0.05 | % | | | 0.05 | % | | | 1.68 | % | | | 0.05 | % | | | 0.09 | % | | | 0.00 | % | | | 5.23 | % | | | 1.99 | % | | | 3.24 | % | | $ | 11,317 | | | | 40.40 | % |
DNBK | Danvers Bancorp, Inc. of MA | | | 0.58 | % | | | 4.89 | % | | | 1.52 | % | | | 3.37 | % | | | 0.25 | % | | | 3.11 | % | | | 0.01 | % | | | -0.04 | % | | | 0.48 | % | | | 0.45 | % | | | 2.89 | % | | | 0.07 | % | | | 0.07 | % | | | 0.00 | % | | | 5.18 | % | | | 1.75 | % | | | 3.43 | % | | $ | 6,799 | | | | 14.29 | % |
DCOM | Dime Community Bancshares of NY | | | 0.89 | % | | | 5.29 | % | | | 2.13 | % | | | 3.16 | % | | | 0.39 | % | | | 2.77 | % | | | 0.00 | % | | | -0.01 | % | | | 0.23 | % | | | 0.22 | % | | | 1.51 | % | | | 0.00 | % | | | -0.04 | % | | | 0.00 | % | | | 5.57 | % | | | 2.38 | % | | | 3.19 | % | | $ | 10,475 | | | | 38.14 | % |
FFCH | First Financial Holdings Inc. of SC | | | -1.07 | % | | | 5.42 | % | | | 1.67 | % | | | 3.75 | % | | | 3.73 | % | | | 0.02 | % | | | 0.10 | % | | | -0.01 | % | | | 1.82 | % | | | 1.91 | % | | | 3.53 | % | | | 0.02 | % | | | -0.12 | % | | | 0.00 | % | | | 5.86 | % | | | 1.88 | % | | | 3.98 | % | | $ | 3,250 | | | | 40.58 | % |
FFIC | Flushing Financial Corp. of NY | | | 0.71 | % | | | 5.51 | % | | | 2.47 | % | | | 3.04 | % | | | 0.48 | % | | | 2.56 | % | | | 0.08 | % | | | 0.00 | % | | | 0.21 | % | | | 0.30 | % | | | 1.59 | % | | | 0.01 | % | | | -0.10 | % | | | 0.00 | % | | | 5.75 | % | | | 2.73 | % | | | 3.02 | % | | $ | 12,769 | | | | 38.31 | % |
PBNY | Provident NY Bancorp, Inc. of NY | | | 0.69 | % | | | 4.12 | % | | | 0.97 | % | | | 3.15 | % | | | 0.42 | % | | | 2.74 | % | | | 0.00 | % | | | 0.00 | % | | | 0.68 | % | | | 0.68 | % | | | 2.70 | % | | | 0.07 | % | | | 0.23 | % | | | 0.00 | % | | | 4.59 | % | | | 1.15 | % | | | 3.43 | % | | $ | 5,529 | | | | 24.11 | % |
TRST | TrustCo Bank Corp. NY of NY | | | 0.82 | % | | | 4.47 | % | | | 1.11 | % | | | 3.35 | % | | | 0.50 | % | | | 2.86 | % | | | 0.00 | % | | | -0.12 | % | | | 0.68 | % | | | 0.56 | % | | | 2.21 | % | | | 0.00 | % | | | 0.09 | % | | | 0.00 | % | | | 4.59 | % | | | 1.20 | % | | | 3.39 | % | | $ | 5,231 | | | | 36.49 | % |
WFSL | Washington Federal, Inc. of WA (1) | | | 0.83 | % | | | 5.27 | % | | | 2.24 | % | | | 3.03 | % | | | 1.87 | % | | | 1.16 | % | | | 0.07 | % | | | -0.34 | % | | | 1.47 | % | | | 1.20 | % | | | 1.60 | % | | | 0.01 | % | | | -0.55 | % | | | 0.00 | % | | | 5.58 | % | | | 2.59 | % | | | 2.99 | % | | $ | 12,491 | | | | 1.01 | % |
(1) Financial information is for the quarter ending March 31, 2010.
Source: SNL Financial, LC. and RP® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.
Copyright (c) 2010 by RP® Financial, LC.
Board of Directors
August 30, 2010
Page 9
The updated mix of deposits and borrowings maintained by Capitol Federal Financial and the Peer Group also did not change significantly from the Original Appraisal. Capitol Federal Financial’s funding composition continued to reflect a lower concentration of deposits and a higher concentration of borrowings relative to the comparable ratios for the Peer Group. Updated interest-bearing liabilities-to-assets ratios equaled 87.6% and 87.5% for the Company and the Peer Group, respectively. Capitol Federal Financial posted an updated tangible equity-to-assets ratio of 11.2%, versus the Peer Group’s ratio of 9.7%.
Overall, Capitol Federal Financial’s updated interest-earning assets-to-interest-bearing liabilities (“IEA/IBL”) ratio equaled 111.5%, which remained above the comparable Peer Group ratio of 107.4%. As discussed in the Original Appraisal, the additional capital realized from stock proceeds should serve to increase Capitol Federal Financial’s IEA/IBL ratio, as the level of interest-bearing liabilities funding assets will be lower due to the increase in capital realized from the offering and the net proceeds realized from the offering will be primarily deployed into interest-earning assets.
Updated growth rates for Capitol Federal Financial and the Peer Group are based on growth for the twelve months ended June 30, 2010. Capitol Federal Financial recorded an increase in assets of 2.7%, versus asset growth of 7.5% recorded by the Peer Group. The Company’s asset growth was sustained by an increase in cash and investments, which was partially offset by a slight decrease in loans. Comparatively, the Peer Group’s asset growth was sustained by increases in both loans and cash and investments.
Asset growth for the Company was funded by a 4.8% increase in deposits, which funded a 0.5% reduction in borrowings as well. Similarly, asset growth for the Peer Group was funded by deposit growth of 12.5%, which also funded a 4.3% reduction in the Peer Group’s borrowings. Capitol Federal Financial’s updated tangible net worth growth rate of 4.1% remained below the comparable Peer Group growth rate of 9.8%.
Table 3 displays comparative operating results for Capitol Federal Financial and the Peer Group, based on their earnings for the twelve months ended June 30, 2010. The Company’s updated earnings showed net income equal to 0.82% of average assets, versus net income equal to 0.51% of average assets for the Peer Group. Lower operating expenses and loan loss provisions continued to support the Company’s higher return, while the Peer Group continued to maintain earnings advantages with respect to net interest income and non-interest operating income.
Board of Directors
August 30, 2010
Page 10
In terms of core earnings strength, updated expense coverage ratios posted by Capitol Federal Financial and the Peer Group equaled 1.92x and 1.40x respectively. The Company’s stronger expense coverage ratio continued to be realized through maintenance of a lower operating expense ratio (1.06% of average assets versus 2.22% of average assets for the Company), which was partially offset by the Peer Group’s higher net interest income ratio (3.11% of average assets versus 2.04% of average assets for the Company). A higher interest income ratio and a lower interest expense ratio both contributed to the Peer Group’s higher net interest income ratio.
Non-interest operating income remained a less significant contributor to the Company’s earnings, as such income amounted to 0.31% and 0.66% of the Company’s and the Peer Group’s average assets, respectively. Accordingly, taking non-interest operating income into account in assessing Capitol Federal Financial’s core earnings strength relative to the Peer Group’s, the Company’s updated efficiency ratio of 45.2% remained more favorable than the Peer Group’s efficiency ratio of 58.1%.
Loan loss provisions remained a less significant factor in the Company’s earnings, as updated loan loss provisions established by the Company and the Peer Group equaled 0.10% and 0.94% of average assets, respectively.
Updated non-operating gains equaled 0.09% of average assets for the Company, versus non-operating gains equal to 0.03% of average assets for the Peer Group. As set forth in the Original Appraisal, typically, such gains and losses are discounted in the valuation analyses as they tend to have a relatively high degree of volatility, and thus are not considered part of core operations. If gains are attributable to secondary market loan sales on a regular basis, then such gains may warrant some consideration as a core profitability component, depending on the prevailing market environment. However, loan sale gains are typically viewed as a more volatile source of income than income generated through the net interest margin and non-interest operating income, and are given less consideration in developing cor e earnings for valuation purposes. Extraordinary items remained a non-factor in the Company’s and the Peer Group’s updated earnings.
Taxes remained a slightly larger factor in the Company’s earnings, with the Company and the Peer Group showing updated effective tax rates of 35.91% and 29.29%, respectively. As indicated in the prospectus, the Company’s effective marginal tax rate is equal to 38.32%.
Board of Directors
August 30, 2010
Page 11
In general, the Company’s updated credit quality measures remained more favorable than the comparable measures for the Peer Group. As shown in Table 4, the Company’s non-performing assets/assets and non-performing loans/loans equaled 0.47% and 0.62%, respectively, versus comparable ratios of 2.33% and 3.25% for the Peer Group. The Company’s loan loss reserves as a percent of non-performing loans and loans equaled 47.25% and 0.29%, respectively, versus comparable ratios of 86.68% and 1.56% for the Peer Group. Net loan charge-offs were a more significant factor for the Peer Group, as net loan charge-offs for the Company equaled 0.06% of loans versus 0.53% of loans for the Peer Group.
3. Stock Market Conditions
Since the date of the First Update, the performance of the broader stock was mixed. The downturn in the broader stock market accelerated in the second half of August 2010, as a number of economic reports for July showed the economy was losing momentum which more than overshadowed a pick-up in merger activity. The Dow Jones Industrial Average (“DJIA”) had its worst August in nearly a decade, with the DJIA showing a loss of over 4% for the month. On August 30, 2010, the DJIA closed at 10009.73, or 2.8% lower since the First Update and the NASDAQ closed at 2119.97 or 2.5% lower since the date of the First Update.
After trending lower into mid-August, the sell-off in thrift stocks became more pronounced in the second half of August as signs of slower growth impacted most sectors of the stock market. Thrift stocks were particularly hard hit by the dismal housing data for July, which showed sharp declines in both existing and new home sales. On August 30, 2010, the SNL Index for all publicly-traded thrifts closed at 518.3 a decrease of 3.2% since August 13, 2010 and a decrease of 12.8% since the Original Appraisal date of May 28, 2010.
Consistent with the SNL Index for all publicly-traded thrifts, the updated pricing measures for the Peer Group and all publicly-traded were generally slightly lower since the First Update and reflected fairly significant declines since the Original Appraisal. The increase reflected in the core P/E multiple average for all publicly-traded thrifts was believed to be largely related to some core P/E ratios going from not meaningful (“NM”) to relatively high P/E ratios. In general, the Peer Group’s updated pricing measures reflected more significant declines relative to the comparable averages for all publicly-traded thrifts. From May 28, 2010 through August 30, 2010, the closing stock prices of all nine of the remaining Peer Group companies declined. A comparative pricing anal ysis of the Peer Group and all publicly-traded thrifts is shown in the following table, based on market prices as of May, 28, 2010, August 13, 2010 and August 30, 2010.
Board of Directors
August 30, 2010
Page 12
Credit Risk Measures and Related Information
Comparable Institution Analysis
As of June 30, 2010 or Most Recent Date Available
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | NPAs & | | | | | | | | | | | | Rsrves/ | | | | | | | |
| | | REO/ | | | 90+Del/ | | | NPLs/ | | | Rsrves/ | | | Rsrves/ | | | NPAs & | | | Net Loan | | | NLCs/ | |
Institution | | Assets | | | Assets | | | Loans | | | Loans | | | NPLs | | | 90+Del | | | Chargoffs | | | Loans | |
| | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | ($000) | | | (%) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Capitol Federal Financial | | | 0.08 | % | | | 0.47 | % | | | 0.62 | % | | | 0.29 | % | | | 47.25 | % | | | 38.87 | % | | $ | 3,184 | | | | 0.06 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Public Companies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | 0.51 | % | | | 4.25 | % | | | 4.92 | % | | | 1.69 | % | | | 65.87 | % | | | 52.38 | % | | $ | 1,552 | | | | 0.72 | % |
Medians | | | 0.20 | % | | | 2.56 | % | | | 3.33 | % | | | 1.39 | % | | | 45.65 | % | | | 40.24 | % | | $ | 642 | | | | 0.32 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | 3.05 | % | | | 2.33 | % | | | 3.25 | % | | | 1.56 | % | | | 86.68 | % | | | 70.72 | % | | $ | 2,990 | | | | 0.53 | % |
Medians | | | 0.13 | % | | | 1.44 | % | | | 2.14 | % | | | 1.52 | % | | | 78.67 | % | | | 70.98 | % | | $ | 2,173 | | | | 0.50 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BKMU | Bank Mutual Corp. of WI | | | 0.59 | % | | | 2.25 | % | | | 8.20 | % | | | 1.52 | % | | | 7.94 | % | | | 12.03 | % | | $ | 2,811 | | | | 0.76 | % |
BRKL | Brookline Bancorp, Inc. of MA | | | 0.03 | % | | | 0.61 | % | | | 0.56 | % | | | 1.41 | % | | | 253.47 | % | | | 187.53 | % | | $ | 874 | | | | 0.16 | % |
DNBK | Danvers Bancorp, Inc. of MA | | | 0.04 | % | | | 0.81 | % | | | 1.17 | % | | | 0.98 | % | | | 83.76 | % | | | 79.58 | % | | $ | 565 | | | | 0.14 | % |
DCOM | Dime Community Bancshares of NY | | | 0.02 | % | | | 0.50 | % | | | 0.57 | % | | | 0.67 | % | | | 120.09 | % | | | 112.94 | % | | $ | 5,024 | | | | 0.58 | % |
FFCH | First Financial Holdings Inc. of SC | | | 25.00 | % | | | 6.40 | % | | | 6.40 | % | | | 3.34 | % | | | 40.86 | % | | | 38.15 | % | | NM | | | NM | |
FFIC | Flushing Financial Corp. of NY | | | 0.18 | % | | | 2.80 | % | | | 3.38 | % | | | 0.79 | % | | | 23.33 | % | | | 21.76 | % | | $ | 2,122 | | | | 0.26 | % |
PBNY | Provident NY Bancorp, Inc. of NY | | | 0.11 | % | | | 1.11 | % | | | 1.31 | % | | | 1.82 | % | | | 138.49 | % | | | 94.66 | % | | $ | 2,173 | | | | 0.52 | % |
TRST | TrustCo Bank Corp. NY of NY | | | 0.14 | % | | | 1.44 | % | | | 2.14 | % | | | 1.68 | % | | | 78.67 | % | | | 70.98 | % | | $ | 7,359 | | | | 1.28 | % |
WFSL | Washington Federal, Inc. of WA | | | 1.32 | % | | | 5.09 | % | | | 5.56 | % | | | 1.86 | % | | | 33.53 | % | | | 18.89 | % | | NM | | | NM | |
Source: | Audited and unaudited financial statements, corporate reports and offering circulars, and RP® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information. |
| |
Copyright (c) 2010 by RP® Financial, LC. |
Board of Directors
August 30, 2010
Page 13
| | Average Pricing Characteristics | | | | |
| | | | | | | | | | | | |
| | | | | Interim | | | | | | | |
| | At May 28, | | | At Aug.13, | | | At Aug. 30, | | | % Change | |
| | 2010(2) | | | 2010 | | | 2010(2) | | | 5/28/10-8/30/10 | |
Peer Group(1) | | | | | | | | | | | | |
Price/Earnings (x) | | | 20.12 | x | | | 16.58 | x | | | 16.23 | x | | | (19.3 | )% |
Price/Core Earnings (x) | | | 18.04 | | | | 17.00 | | | | 16.68 | | | | (7.5 | ) |
Price/Book (%) | | | 115.05 | % | | | 100.24 | % | | | 97.65 | % | | | (15.1 | ) |
Price/Tangible Book(%) | | | 133.10 | | | | 115.99 | | | | 112.92 | | | | (15.2 | ) |
Price/Assets (%) | | | 12.36 | | | | 10.85 | | | | 10.54 | | | | (12.2 | ) |
Avg. Mkt. Capitalization ($Mil) | | $ | 565.48 | | | $ | 499.76 | | | $ | 478.21 | | | | (15.4 | ) |
| | | | | | | | | | | | | | | | |
All Publicly-Traded Thrifts | | | | | | | | | | | | | | | | |
Price/Earnings (x) | | | 18.56 | x | | | 18.35 | x | | | 18.42 | x | | | (0.8 | )% |
Price/Core Earnings (x) | | | 16.60 | | | | 17.73 | | | | 17.62 | | | | 6.1 | |
Price/Book (%) | | | 76.73 | % | | | 70.52 | % | | | 69.54 | % | | | (9.4 | ) |
Price/Tangible Book(%) | | | 85.20 | | | | 78.48 | | | | 77.31 | | | | (9.3 | ) |
Price/Assets (%) | | | 8.54 | | | | 8.15 | | | | 8.07 | | | | (5.5 | ) |
Avg. Mkt. Capitalization ($Mil) | | $ | 346.94 | | | $ | 315.95 | | | $ | 308.55 | | | | (11.1 | ) |
(1) | NewAlliance Bancshares of Connecticut has been excluded from the Peer Group averages for all dates shown. |
(2) | Pricing dates for establishing valuation range. |
As set forth in the Original Appraisal and previous updates, the “new issue” market is separate and distinct from the market for seasoned issues like the Peer Group companies in that the pricing ratios for converting issues are computed on a pro forma basis, specifically: (1) the numerator and denominator are both impacted by the conversion offering amount, unlike existing stock issues in which price change affects only the numerator; and (2) the pro forma pricing ratio incorporates assumptions regarding source and use of proceeds, effective tax rates, stock plan purchases, etc. which impact pro forma financials, whereas pricing for existing issues are based on reported financials. The distinction between the pricing of converting and existing issues is perhaps most evident in the case of the price/bo ok (“P/B”) ratio in that the P/B ratio of a converting thrift will typically result in a discount to book value, whereas in the current market for existing thrifts the P/B ratio may reflect a premium to book value. Therefore, it is appropriate to also consider the market for new issues, both at the time of the conversion and in the aftermarket.
Board of Directors
August 30, 2010
Page 14
Two standard conversions and six second-step conversions have been completed during the past three months. The recently completed second-step conversion offerings are considered to be more relevant for our analysis, which were completed in late-June and the first half of July. In general, second-step conversions tend to be priced (and trade in the aftermarket) at higher P/B ratios than standard conversions. We believe investors take into consideration the generally more leveraged pro forma balance sheets of second-step companies, their track records as public companies prior to conversion, and their generally higher pro forma ROE measures relative to standard conversions in pricing their common stocks. As sho wn in Table 5, with the exception of Oritani Financial Corp., all of the second-step conversion offerings were completed between the minimum and midpoint of their offering ranges. Oritani Financial Corp.’s offering was completed at slightly above the midpoint of its offering range. The average closing pro forma price/tangible book ratio of the recent second-step conversion offerings equaled 79.1%. On average, the second-step conversion offerings reflected a 2.3% decrease in price from their IPO prices after the first week of trading. As of August 30, 2010, the recent second-step conversion offerings reflected an average decrease of 4.5% in price from their IPO prices.
Shown in Table 6 are the current pricing ratios for the fully-converted offerings completed during the past three months that trade on NASDAQ or an Exchange. The current average P/TB ratio for the recent fully-converted offerings equaled 73.91%, based on closing stock prices as of August 30, 2010.
As set forth in the Original Appraisal and First Update, RP Financial’s analysis of stock market conditions also considered recent trading activity in Capitol Federal Financial’s stock. From August 13, 2010 through August 30, 2010, the trading price of the Company’s stock ranged from a low closing price of $25.56 on August 30, 2010 to a high closing price of $29.69 on August 17, 2010. The Company’s closing stock price of $25.56 on August 30, 2010 was down 13.6% from the August 13, 2010 closing price of $29.60 and down 20.1% from its closing price of $32.00 as of the Original Appraisal date of May 28, 2010. The Company’s closing stock price of $25.56 indicates an implied market valuation of $1.9 billion.
4. Results of the Offering
As set forth in the First Update, Capitol Federal Financial’s subscription and community stock offerings commenced on July 9, 2010 and terminated on August 12, 2010. On August 18, 2010, the Company issued a press release that set forth the preliminary results of the subscription and community phase of its stock offering. The total takedown in the subscription and community offerings amounted to $143.1 million, which included an assumed purchase by the ESOP of $68.0 million based on a purchase equal to 4.0% of the shares sold at the midpoint of the offering range. The press release also stated the remaining shares were being offered in a syndicated offering, which was expected to be completed during the week of August 23, 2010.
Board of Directors
August 30, 2010
Page 15
Table 5
Pricing Characteristics and After-Market Trends
Recent Conversions Completed (Last Three Months)
Institutional Information | | Pre-Conversion Data | | | Offering Information | | Contribution to | Insider Purchases | | |
| | | | Financial Info. | | | Asset Quality | | | | | | | | | | | | | | Charitable Found. | % Off Incl. Fdn. | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Benefit Plans | | | | Initial | |
| Conver. | | | | | | Equity/ | | | NPAs/ | | | Res. | | | Gross | | | % | | | % of | | | Exp./ | | | | % of | | | | | | Recog. | | | Stk | | | Mgmt.& | Dividend | |
Institution | Date | Ticker | | Assets | | | Assets | | | Assets | | | Cov. | | | Proc. | | | Offered | | | Mid. | | | Proc. | | Form | | Offering | | | ESOP | | | Plans | | | Option | | | Dirs. | Yield | |
| | | | ($Mil) | | | (%) | | | (%) | | | (%) | | | ($Mil.) | | | (%) | | | (%) | | | (%) | | | | (%) | | | (%) | | | (%) | | | (%) | | | (%)(2) | (%) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Standard Conversions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Peoples Federal Bancshares, Inc. - MA | 7/7/10 | PEOP-NASDAQ | | $ | 488 | | | | 10.77 | % | | | 0.32 | % | | | 199 | % | | $ | 66.1 | | | | 100 | % | | | 132 | % | | | 2.8 | % | Stock | | | 8.0 | % | | | 8.0 | % | | | 4.0 | % | | | 10.0 | % | | | 3.3 | % | | | 0.00 | % |
Fairmount Bancorp, Inc. - MD | 6/3/10 | FMTB-OTCBB | | $ | 67 | | | | 10.57 | % | | | 0.40 | % | | | 152 | % | | $ | 4.4 | | | | 100 | % | | | 89 | % | | | 15.8 | % | N.A. | | N.A. | | | | 8.0 | % | | | 4.0 | % | | | 10.0 | % | | | 14.6 | % | | | 0.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages - Standard Conversions: | | $ | 278 | | | | 10.67 | % | | | 0.36 | % | | | 176 | % | | $ | 35.3 | | | | 100 | % | | | 111 | % | | | 9.3 | % | N.A. | | | 8.0 | % | | | 8.0 | % | | | 4.0 | % | | | 10.0 | % | | | 9.0 | % | | | 0.00 | % |
Medians - Standard Conversions: | | $ | 278 | | | | 10.67 | % | | | 0.36 | % | | | 176 | % | | $ | 35.3 | | | | 100 | % | | | 111 | % | | | 9.3 | % | N.A. | | | 8.0 | % | | | 8.0 | % | | | 4.0 | % | | | 10.0 | % | | | 9.0 | % | | | 0.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Second Step Conversions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jacsonville Bancorp, Inc. - IL | 7/15/10 | JXSB-NASDAQ | | $ | 290 | | | | 9.12 | % | | | 1.02 | % | | | 111 | % | | $ | 10.4 | | | | 54 | % | | | 89 | % | | | 12.0 | % | N.A. | | N.A. | | | | 4.0 | % | | | 0.0 | % | | | 10.0 | % | | | 9.6 | % | | | 3.00 | % |
Colonial Financial Services - NJ | 7/13/10 | COBK-NASDAQ | | $ | 568 | | | | 8.20 | % | | | 0.43 | % | | | 124 | % | | $ | 23.0 | | | | 55 | % | | | 85 | % | | | 8.0 | % | N.A. | | N.A. | | | | 4.0 | % | | | 4.0 | % | | | 10.0 | % | | | 1.6 | % | | | 0.00 | % |
Oneida Financial Corp.- NY | 7/7/10 | ONFC-NASDAQ | | $ | 596 | | | | 9.61 | % | | | 0.90 | % | | | 1041 | % | | $ | 31.5 | | | | 55 | % | | | 100 | % | | | 8.0 | % | N.A. | | N.A. | | | | 4.0 | % | | | 4.0 | % | | | 10.0 | % | | | 4.2 | % | | | 6.00 | % |
ViewPoint Financial Group - TX | 7/7/10 | VPFG-NASDAQ | | $ | 2,477 | | | | 8.42 | % | | | 0.61 | % | | | 108 | % | | $ | 198.6 | | | | 57 | % | | | 99 | % | | | 4.0 | % | N.A. | | N.A. | | | | 4.0 | % | | | 4.0 | % | | | 10.0 | % | | | 0.2 | % | | | 0.00 | % |
Fox Chase Bancorp, Inc. - PA | 6/29/10 | FXCB-NASDAQ | | $ | 1,156 | | | | 10.83 | % | | | 2.91 | % | | | 38 | % | | $ | 87.1 | | | | 60 | % | | | 85 | % | | | 5.0 | % | N.A. | | N.A. | | | | 4.0 | % | | | 3.1 | % | | | 7.9 | % | | | 0.7 | % | | | 0.00 | % |
Oritani Financial Corp. - NJ | 6/24/10 | ORIT-NASDAQ | | $ | 2,054 | | | | 12.38 | % | | | 2.03 | % | | | 60 | % | | $ | 413.6 | | | | 74 | % | | | 106 | % | | | 2.8 | % | N.A. | | N.A. | | | | 4.0 | % | | | 4.0 | % | | | 10.0 | % | | | 0.5 | % | | | 3.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages - Second Step Conversions: | | $ | 1,190 | | | | 9.76 | % | | | 1.32 | % | | | 247 | % | | $ | 127.4 | | | | 59 | % | | | 94 | % | | | 6.6 | % | N.A. | | N.A. | | | | 4.0 | % | | | 3.2 | % | | | 9.7 | % | | | 2.8 | % | | | 2.00 | % |
Medians - Second Step Conversions: | | $ | 876 | | | | 9.37 | % | | | 0.96 | % | | | 110 | % | | $ | 59.3 | | | | 56 | % | | | 94 | % | | | 6.5 | % | N.A. | | N.A. | | | | 4.0 | % | | | 4.0 | % | | | 10.0 | % | | | 1.2 | % | | | 1.50 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mutual Holding Company Conversions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages - Mutual Holding Company Conversions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Medians - Mutual Holding Company Conversions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages - All Conversions: | | $ | 962 | | | | 9.99 | % | | | 1.08 | % | | | 229 | % | | $ | 104.3 | | | | 69 | % | | | 98 | % | | | 7.3 | % | NA | | | 8.0 | % | | | 5.0 | % | | | 3.4 | % | | | 9.7 | % | | | 4.3 | % | | | 1.50 | % |
Medians - All Conversions: | | $ | 582 | | | | 10.09 | % | | | 0.76 | % | | | 118 | % | | $ | 48.8 | | | | 59 | % | | | 94 | % | | | 6.5 | % | NA | | | 8.0 | % | | | 4.0 | % | | | 4.0 | % | | | 10.0 | % | | | 2.5 | % | | | 0.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Institutional Information | | Pro Forma Data | | | | | | Post-IPO Pricing Trends | |
| | | | Pricing Ratios(3) | | | Financial Charac. | | | | | | Closing Price: | |
| | | | | | | | | | | | | | | | | | | | | | | | | First | | | | | | After | | | | | | After | | | | | | | | | | |
| Conver. | | | | | | Core | | | | | | Core | | | | | | Core | | | IPO | | | Trading | | | % | | | First | | | % | | | First | | | % | | | Thru | | | % | |
Institution | Date | Ticker | | P/TB | | | P/E | | | P/A | | | ROA | | | TE/A | | | ROE | | | Price | | | Day | | | Change | | | Week(4) | | | Change | | | Month(5) | | | Change | | | 8/30/10 | | | Change | |
| | | | (%) | | | (x) | | | (%) | | | (%) | | | (%) | | | (%) | | | ($) | | | ($) | | | (%) | | | ($) | | | (%) | | | ($) | | | (%) | | | ($) | | | (%) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Standard Conversions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Peoples Federal Bancshares, Inc. - MA | 7/7/10 | PEOP-NASDAQ | | | 64.7 | % | | | 45.5 | | | | 13.1 | % | | | 0.3 | % | | | 20.2 | % | | | 1.4 | % | | $ | 10.00 | | | $ | 10.40 | | | | 4.0 | % | | $ | 10.69 | | | | 6.9 | % | | $ | 10.42 | | | | 4.2 | % | | $ | 10.30 | | | | 3.0 | % |
Fairmount Bancorp, Inc. - MD | 6/3/10 | FMTB-OTCBB | | | 43.9 | % | | | 11.4 | | | | 6.5 | % | | | 0.6 | % | | | 14.8 | % | | | 0.6 | % | | $ | 10.00 | | | $ | 11.00 | | | | 10.0 | % | | $ | 12.00 | | | | 20.0 | % | | $ | 11.00 | | | | 10.0 | % | | $ | 12.00 | | | | 20.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages - Standard Conversions: | | | 54.3 | % | | | 28.5 | x | | | 9.8 | % | | | 0.5 | % | | | 17.5 | % | | | 1.0 | % | | $ | 10.00 | | | $ | 10.70 | | | | 7.0 | % | | $ | 11.35 | | | | 13.45 | % | | $ | 10.71 | | | | 7.10 | % | | $ | 11.15 | | | | 11.50 | % |
Medians - Standard Conversions: | | | 54.3 | % | | | 28.5 | x | | | 9.8 | % | | | 0.5 | % | | | 17.5 | % | | | 1.0 | % | | $ | 10.00 | | | $ | 10.70 | | | | 7.0 | % | | $ | 11.35 | | | | 13.45 | % | | $ | 10.71 | | | | 7.10 | % | | $ | 11.15 | | | | 11.50 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Second Step Conversions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jacsonville Bancorp, Inc. - IL | 7/15/10 | JXSB-NASDAQ | | | 59.3 | % | | | 19.07 | | | | 6.5 | % | | | 0.3 | % | | | 11.0 | % | | | 2.9 | % | | $ | 10.00 | | | $ | 10.65 | | | | 6.5 | % | | $ | 10.58 | | | | 5.8 | % | | $ | 10.13 | | | | 1.3 | % | | $ | 10.25 | | | | 2.5 | % |
Colonial Financial Services - NJ | 7/13/10 | COBK-NASDAQ | | | 63.4 | % | | | 14.01 | | | | 7.1 | % | | | 0.5 | % | | | 11.2 | % | | | 4.5 | % | | $ | 10.00 | | | $ | 10.05 | | | | 0.5 | % | | $ | 9.65 | | | | -3.5 | % | | $ | 9.80 | | | | -2.0 | % | | $ | 9.75 | | | | -2.5 | % |
Oneida Financial Corp.- NY | 7/7/10 | ONFC-NASDAQ | | | 97.3 | % | | | 15.12 | | | | 9.2 | % | | | 0.6 | % | | | 9.9 | % | | | 4.5 | % | | $ | 8.00 | | | $ | 7.50 | | | | -6.3 | % | | $ | 7.50 | | | | -6.3 | % | | $ | 7.90 | | | | -1.3 | % | | $ | 7.75 | | | | -3.1 | % |
ViewPoint Financial Group - TX | 7/7/10 | VPFG-NASDAQ | | | 93.2 | % | | | 28.61 | | | | 13.2 | % | | | 0.5 | % | | | 14.2 | % | | | 3.3 | % | | $ | 10.00 | | | $ | 9.50 | | | | -5.0 | % | | $ | 9.55 | | | | -4.5 | % | | $ | 9.70 | | | | -3.0 | % | | $ | 8.95 | | | | -10.5 | % |
Fox Chase Bancorp, Inc. - PA | 6/29/10 | FXCB-NASDAQ | | | 72.1 | % | | NM | | | | 11.8 | % | | | -0.1 | % | | | 16.4 | % | | | -0.6 | % | | $ | 10.00 | | | $ | 9.59 | | | | -4.1 | % | | $ | 9.60 | | | | -4.0 | % | | $ | 9.68 | | | | -3.2 | % | | $ | 9.43 | | | | -5.7 | % |
Oritani Financial Corp. - NJ | 6/24/10 | ORIT-NASDAQ | | | 89.4 | % | | | 38.03 | | | | 23.0 | % | | | 0.6 | % | | | 25.7 | % | | | 2.4 | % | | $ | 10.00 | | | $ | 10.31 | | | | 3.1 | % | | $ | 9.86 | | | | -1.4 | % | | $ | 9.91 | | | | -0.9 | % | | $ | 9.22 | | | | -7.8 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages - Second Step Conversions: | | | 79.1 | % | | | 23.0 | x | | | 11.8 | % | | | 0.4 | % | | | 14.7 | % | | | 2.8 | % | | $ | 9.67 | | | $ | 9.60 | | | | -0.9 | % | | $ | 9.46 | | | | -2.3 | % | | $ | 9.52 | | | | -1.5 | % | | $ | 9.23 | | | | -4.5 | % |
Medians - Second Step Conversions: | | | 80.8 | % | | | 19.1 | x | | | 10.5 | % | | | 0.5 | % | | | 12.7 | % | | | 3.1 | % | | $ | 10.00 | | | $ | 9.82 | | | | -1.8 | % | | $ | 9.63 | | | | -3.8 | % | | $ | 9.75 | | | | -1.6 | % | | $ | 9.33 | | | | -4.4 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mutual Holding Company Conversions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages - Mutual Holding Company Conversions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Medians - Mutual Holding Company Conversions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages - All Conversions: | | | 72.9 | % | | | 24.5 | x | | | 11.3 | % | | | 0.4 | % | | | 15.4 | % | | | 2.4 | % | | $ | 9.75 | | | $ | 9.88 | | | | 1.1 | % | | $ | 9.93 | | | | 1.6 | % | | $ | 9.82 | | | | 0.6 | % | | $ | 9.71 | | | | -0.5 | % |
Medians - All Conversions: | | | 68.4 | % | | | 19.1 | x | | | 10.5 | % | | | 0.5 | % | | | 14.5 | % | | | 2.6 | % | | $ | 10.00 | | | $ | 10.18 | | | | 1.8 | % | | $ | 9.76 | | | | -2.5 | % | | $ | 9.86 | | | | -1.1 | % | | $ | 9.59 | | | | -2.8 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Note: * - Appraisal performed by RP Financial; BOLD=RP Financial did the Conversion Business Plan. “NT” - Not Traded; “NA” - Not Applicable, Not Available; C/S-Cash/Stock. |
| |
(1) | Non-OTS regulated thrift. |
(2) | As a percent of MHC offering for MHC transactions. |
(3) | Does not take into account the adoption of SOP 93-6. |
(4) | Latest price if offering is less than one week old. |
(5) | Latest price if offering is more than one week but less than one month old. |
(6) | Mutual holding company pro forma data on full conversion basis. |
(7) | Simultaneously completed acquisition of another financial institution. |
(8) | Simultaneously converted to a commercial bank charter. |
(9) | Former credit union. | |
| |
Board of Directors
August 30, 2010
Page 16
Table 6
Market Pricing Comparatives
Prices As of August 30, 2010
| | | Market | | Per Share Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Capitalization | | Core | | Book | | | | | | | | | | | | Dividends (4) | | Financial Characteristics (6) | |
| | | Price/ | | Market | | 12 Month | | Value/ | | Pricing Ratios (3) | | Amount/ | | | | Payout | | Total | | Equity/ | | Tang Eq/ | | NPAs/ | | Reported | | Core | |
Financial Institution | | Share (1) | | Value | | EPS (2) | | Share | | P/E | | P/B | | P/A | | P/TB | | P/Core | | Share | | Yield | | Ratio(5) | | Assets | | Assets | | Assets | | Assets | | ROA | | ROE | | ROA | | ROE | |
| | | ($) | | ($Mil) | | ($) | | ($) | | (x) | | (%) | | (%) | | (%) | | (x) | | ($) | | (%) | | (%) | | ($Mil) | | (%) | | (%) | | (%) | | (%) | | (%) | | (%) | | (%) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Public Companies | | $ | 9.52 | | $ | 268.53 | | ($ | 0.12 | ) | $ | 12.76 | | 18.60 | x | 75.49 | % | 9.10 | % | 82.94 | % | 18.15 | x | $ | 0.23 | | 2.02 | % | 30.08 | % | $ | 2,697 | | 11.41 | % | 10.65 | % | 4.25 | % | -0.09 | % | 0.64 | % | -0.13 | % | -0.03 | % |
Converted Last 3 Months (no MHC) | | $ | 9.38 | | $ | 165.27 | | $ | 0.36 | | $ | 13.86 | | 23.82 | x | 69.21 | % | 11.44 | % | 73.91 | % | 21.82 | x | $ | 0.18 | | 2.12 | % | 12.66 | % | $ | 1,196 | | 11.66 | % | 11.00 | % | 0.85 | % | 0.36 | % | 3.66 | % | 0.39 | % | 4.12 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Converted Last 3 Months (no MHC) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
COBK | Colonial Financial Services of NJ | | $ | 9.75 | | $ | 40.69 | | $ | 0.71 | | $ | 15.78 | | 20.31 | x | 61.79 | % | 6.93 | % | 61.79 | % | 13.73 | x | $ | 0.00 | | 0.00 | % | 0.00 | % | $ | 587 | | 7.46 | % | 7.46 | % | NA | | 0.34 | % | 4.58 | % | 0.50 | % | 6.77 | % |
FXCB | Fox Chase Bancorp, Inc. of PA | | $ | 9.43 | | $ | 137.18 | | ($ | 0.08 | ) | $ | 13.88 | | NM | | 67.94 | % | 11.13 | % | 67.94 | % | NM | | $ | 0.00 | | 0.00 | % | NM | | $ | 1,233 | | 10.86 | % | 10.86 | % | NA | | -0.09 | % | -0.87 | % | -0.09 | % | -0.87 | % |
JXSB | Jacksonville Bancorp Inc. of IL | | $ | 10.25 | | $ | 19.72 | | $ | 0.52 | | $ | 18.27 | | 12.97 | x | 56.10 | % | 6.61 | % | 60.83 | % | 19.71 | x | $ | 0.30 | | 2.93 | % | 37.97 | % | $ | 298 | | 8.59 | % | 7.67 | % | NA | | 0.51 | % | 5.93 | % | 0.34 | % | 3.90 | % |
ONFC | Oneida Financial Corp. of NY | | $ | 7.75 | | $ | 55.53 | | $ | 0.53 | | $ | 11.69 | | 14.90 | x | 66.30 | % | 8.92 | % | 94.28 | % | 14.62 | x | $ | 0.53 | | 6.84 | % | NM | | $ | 623 | | 8.74 | % | 5.11 | % | NA | | 0.60 | % | 6.84 | % | 0.61 | % | 6.97 | % |
ORIT | Oritani Financial Corp. of NJ | | $ | 9.22 | | $ | 518.18 | | $ | 0.26 | | $ | 11.18 | | 34.15 | x | 82.47 | % | 21.20 | % | 82.47 | % | 35.46 | x | $ | 0.30 | | 3.25 | % | NM | | $ | 2,444 | | 15.77 | % | 15.77 | % | NA | | 0.62 | % | 3.94 | % | 0.60 | % | 3.79 | % |
PEOP | Peoples Federal Bncshrs, Inc. of MA | | $ | 10.30 | | $ | 73.56 | | $ | 0.22 | | $ | 15.45 | | 36.79 | x | 66.67 | % | 13.48 | % | 66.67 | % | NM | | $ | 0.00 | | 0.00 | % | 0.00 | % | $ | 546 | | 19.18 | % | 19.18 | % | NA | | 0.37 | % | NM | | 0.29 | % | NM | |
VPFG | ViewPoint Financial Group of TX | | $ | 8.95 | | $ | 312.04 | | $ | 0.35 | | $ | 10.76 | | NM | | 83.18 | % | 11.81 | % | 83.41 | % | 25.57 | x | $ | 0.16 | | 1.79 | % | NM | | $ | 2,642 | | 11.05 | % | 10.98 | % | 0.85 | % | 0.17 | % | 1.55 | % | 0.46 | % | 4.18 | % |
| | |
(1) | Average of High/Low or Bid/Ask price per share. |
(2) | EPS (estimate core basis) is based on actual trailing 12 month data, adjusted to omit non-operating items on a tax-effected basis. |
(3) | P/E = Price to earnings; P/B = Price to book; P/A = Price to assets; P/TB = Price to tangible book value; and P/Core = Price to core earnings. |
(4) | Indicated 12 month dividend, based on last quarterly dividend declared. |
(5) | Indicated 12 month dividend as a percent of trailing 12 month estimated core earnings. |
(6) | ROA (return on assets) and ROE (return on equity) are indicated ratios based on trailing 12 month common earnings and average common equity and total assets balances. |
(7) | Excludes from averages and medians those companies the subject of actual or rumored acquisition activities or unusual operating characteristics. |
| |
Source: | SNL Financial, LC. and RP® Financial, LC. calculations. The information provided in this report has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information. |
| |
Copyright (c) 2010 by RP® Financial, LC. |
Board of Directors
August 30, 2010
Page 17
Based on our discussions with Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”), which is acting as sole book-running manage for the Company’s stock offering, indications of interest from the syndicate were less than the minimum of the offering range as set forth in Original Appraisal and confirmed in the First Update. On August 25, 2010, the Company announced that it intended to seek an extension of time from the OTS to complete the stock offering, based on an updated appraisal to reflect the downturn in stock market conditions for thrift stocks since the date of the Original Appraisal.
Summary of Adjustments
In the First Update, we made the following adjustments to Capitol Federal Financial’s pro forma value based upon our comparative analysis to the Peer Group:
Key Valuation Parameters: | | | PreviousValuation Adjustment | |
| | |
Financial Condition | | Slight Upward |
Profitability, Growth and Viability of Earnings | | Moderate Upward |
Asset Growth | | No Adjustment |
Primary Market Area | | Slight Upward |
Dividends | | No Adjustment |
Liquidity of the Shares | | No Adjustment |
Marketing of the Issue | | Slight Downward |
Management | | No Adjustment |
Effect of Govt. Regulations and Regulatory Reform | | No Adjustment |
The factors concerning the valuation parameters of primary market area, dividends, liquidity of the shares, management and effect of government regulations and regulatory reform did not change since the First Update. Accordingly, those parameters were not discussed further in this update.
In terms of financial condition, a slight upward adjustment remained appropriate based on positive adjustments for the Company’s credit quality and capital strength. No adjustment remained appropriate for asset growth, as the Peer Group’s stronger historical growth was viewed to be offset by the Company’s greater pro forma leverage capacity. A moderate upward adjustment remained appropriate for earnings, as the relative earnings adjustments for the Company’s updated earnings did not change from the Original Appraisal.
Board of Directors
August 30, 2010
Page 18
The general market for thrift stocks was down considerably from the May 28, 2010 date when the current valuation range was established in the Original Appraisal, which included some deterioration in thrift prices since the August 13, 2010 date of the First Update when the valuation range was confirmed following the close of the subscription and community offerings. Since the date of the Original Appraisal, the SNL Index for all publicly-traded thrifts was down 12.8%. The updated pricing measures for the Peer Group generally showed a more significant decline relative to the SNL Index, as well as the updated pricing measures for all publicly-traded thrifts. Five out of the six recently completed second-step conversion offerings are currently trading slightly below their respective IPO prices.
Capitol Federal Financial’s stock was down 13.6% since the date of the First Update and down 20.1% since the date of the Original Appraisal. Capitol Federal Financial’s subscription and community offerings had total orders that were well below the minimum of the range and the syndicated community offering terminated without sufficient interest at the minimum of the offering range. Based on our discussions with Sandler O’Neill, the sell-off in thrift stocks in general and the weak after market performance of the recently completed second-step conversion offerings were factors that contributed to the limited interest in the syndicated offering. Accordingly, a more significant downward adjustment has been applied for marketing of the issue.
Overall, taking into account the foregoing factors, we believe that a decrease in the Company’s estimated pro forma market value as set forth in the Original Appraisal and confirmed in the First Update is appropriate.
Overall, taking into account the foregoing factors, RP Financial concluded that as of August 30, 2010, the aggregate pro forma value of Capitol Federal Financial’s conversion stock equaled $1,970,529,000 at the midpoint, which is an 18.2% reduction in value from the midpoint value set forth in the Original Appraisal and confirmed in the First Update. The midpoint and resulting valuation range is based on the sale of a 70.54% ownership interest to the public, which provides for a $1.390 billion public offering. The 70.54% ownership interest was based on the Company’s shares outstanding as of June 30, 2010, which is consistent with the pro forma data in the Company’s supplemental prospectus. As set forth below, the reduction in the pro forma market value results in a 7.9% reduction in t he Company price/tangible book ratio as set forth in the Original Appraisal. Comparatively, the Peer Group’s price/tangible book ratio was down 15.2% from the May 28, 2010 Original Appraisal date through August 30, 2010.
Comparative Change in Price/Tangible Book Ratios
| | At May 28, | | | Aug. 30, | | | % Change | |
| | 2010 | | | 2010 | | | 5/28/10-8/30/10 | |
| | | | | | | | | | | | |
Peer Group | | | 133.10 | % | | | 112.92 | % | | | (15.2 | )% |
| | | | | | | | | | | | |
Capitol Federal Financial | | | 98.04 | % | | | 90.25 | % | | | (7.9 | ) |
Board of Directors
August 30, 2010
Page 19
Valuation Approaches
In applying the accepted valuation methodology promulgated by the regulatory agencies, i.e., the pro forma market value approach, we considered the three key pricing ratios in valuing Capitol Federal Financial’s to-be-issued stock -- price/earnings (“P/E”), price/book (“P/B”), and price/assets (“P/A”) approaches -- all performed on a pro forma basis including the effects of the conversion proceeds.
In computing the pro forma impact of the conversion and the related pricing ratios, we have incorporated the valuation parameters disclosed in the Company’s prospectus supplement for reinvestment rate, effective tax rate, stock benefit plan assumptions and expenses (summarized in Exhibits 3 and 4).
Consistent with the Original Appraisal and First Update, this updated appraisal continues to be based primarily on fundamental analysis techniques applied to the Peer Group, including the P/E approach, the P/B approach and the P/A approach. Also consistent with the Original Appraisal and First Update, this updated appraisal incorporates a “technical” analysis of recently completed conversion offerings, including principally the P/B approach which (as discussed in the Original Appraisal and First Update is the most meaningful pricing ratio as the pro forma P/E ratios reflect an assumed reinvestment rate and do not yet reflect the actual use of proceeds.
RP Financial also considered the trading price of Capitol Federal Financial’s stock, which had a closing price of $25.56 as of August 30, 2010, a decrease of 13.6% from its closing price as of August 13, 2010 and a decrease of 20.1% from its closing price as of May 28, 2010. The $25.56 closing trading price implied a pro forma market capitalization for Capitol Federal Financial of approximately $1.9 billion, which is below the minimum of the valuation range as set forth in the Original Appraisal and confirmed in the First Update.
The Company has adopted Statement of Position (“SOP” 93-6) which causes earnings per share computations to be based on shares issued and outstanding excluding shares owned by an ESOP where there is not a commitment to release such shares. For the purpose of preparing the pro forma pricing tables and exhibits, we have reflected all shares issued in the offering including shares purchased by the ESOP as outstanding to capture the full dilutive impact of such stock to the Company’s shareholders. However, we have considered the impact of the Company’s adoption of SOP 93-6 in the determination of pro forma market value.
Board of Directors
August 30, 2010
Page 20
1. P/E Approach. In applying the P/E approach, RP Financial’s valuation conclusions considered both reported earnings and a recurring or “core” earnings base, that is, earnings adjusted to exclude any one time non-operating and extraordinary items, plus the estimated after tax-earnings benefit from reinvestment of net stock proceeds. The Company’s reported earnings equaled $69.231 million for the twelve months ended June 30, 2010. In deriving Capitol Federal Financial’s core earnings, the only adjustment made to reported earnings w as to eliminate the net gain on the sale of securities and loans. The net gain on the sale of securities and loans equaled $7.591 million for the twelve months ended June 30, 2010. As shown below, on a tax effected basis, assuming an effective marginal tax rate of 38.32% for the earnings adjustments, the Company’s core earnings were determined to equal $64.549 million for the twelve months ended June 30, 2010. (Note: see Exhibit 2 for the adjustments applied to the Peer Group’s earnings in the calculation of core earnings).
| | Amount | |
| | | ($000) | |
| | | | |
Net income(loss) | | $ | 69,231 | |
Deduct: Gain on sale of loans and securities(1) | | | (4,682 | ) |
Core earnings estimate | | $ | 64,549 | |
(1) Tax effected at 38.32%.
Based on Capitol Federal Financial’s reported and estimated core earnings, incorporating the impact of the pro forma assumptions, the Company’s reported and core P/E multiples at the midpoint value of $2.0 billion equaled 25.96 times and 27.67 times, respectively. The Company’s reported and core P/E multiples indicated premiums of 59.95% and 65.89% relative to the Peer Group’s average reported and core P/E multiples of 16.23 times and 16.68 times, respectively (versus premiums of 72.28% and 79.30% relative to the Peer Group’s average reported and core P/E multiples at the midpoint valuation in the First Update). The Company’s updated reported and core P/E multiples indicated premiums of 73.76% and 92.02% relative to the Peer Group’s median reported and core P/E multiples of 14.94 times and 14.41 times, respectively (versus premiums of 83.15% and 81.49% relative to the Peer Group’s median reported and core P/E multiples at the midpoint valuation in the First Update). The Company’s pro forma P/E ratios based on reported earnings at the minimum and the maximum are 22.39 times and 29.44 times, respectively, and based on core earnings at the minimum and the maximum are 23.88 times and 31.35 times, respectively. The Company’s implied conversion pricing ratios relative to the Peer Group’s pricing ratios are indicated in Table 7, and the pro forma calculations are detailed in Exhibits 3 and 4.
Board of Directors
August 30, 2010
Page 21
Table 7
Public Market Pricing
Capitol Federal Financial and the Comparables
As of August 30, 2010
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Market | | Per Share Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Capitalization | | Core | | Book | | | | | | | | | | | | Dividends (4) | | Financial Characteristics (6) | | | | 2nd Step | |
| | | Price/ | | Market | | 12 Month | | Value/ | | Pricing Ratios (3) | | Amount/ | | | | Payout | | Total | | Equity/ | | Tang Eq/ | | NPAs/ | | Reported | | Core | | Exchange | | Offering | |
| | Share (1) | | Value | | EPS (2) | | Share | | P/E | | P/B | | P/A | | P/TB | | P/Core | | Share | | Yield | | Ratio (5) | | Assets | | Assets | | Assets | | Assets | | ROA | | ROE | | ROA | | ROE | | Ratio | | Amount | |
| | | ($) | | ($Mil) | | ($) | | ($) | | (x) | | (%) | | (%) | | (%) | | (x) | | ($) | | (%) | | (%) | | ($Mil) | | (%) | | (%) | | (%) | | (%) | | (%) | | (%) | | (%) | | | | ($Mil) | |
Capitol Federal Financial | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Maximum | | $ | 10.00 | | $ | 2,266.11 | | $ | 0.32 | | $ | 10.47 | | 29.44 | | 95.51 | % | 22.76 | % | 95.51 | % | | 31.35 | | $ | 0.00 | | 0.00 | % | | 0.00 | % | | 9,956 | | 23.83 | % | | 23.83 | % | | 0.41 | % | | 0.77 | % | | 3.24 | % | | 0.73 | % | 3.05 | % | 3.0627 | | | 1,598.500 | |
Midpoint | | $ | 10.00 | | $ | 1,970.53 | | $ | 0.36 | | $ | 11.08 | | 25.96 | | 90.25 | % | 20.17 | % | 90.25 | % | | 27.67 | | $ | 0.00 | | 0.00 | % | | 0.00 | % | | 9,767 | | 22.36 | % | | 22.36 | % | | 0.41 | % | | 0.78 | % | | 3.47 | % | | 0.73 | % | 3.26 | % | 2.6632 | | | 1,390.000 | |
Minimum | | $ | 10.00 | | $ | 1,674.95 | | $ | 0.42 | | $ | 11.92 | | 22.39 | | 83.89 | % | 17.49 | % | 83.89 | % | | 23.88 | | $ | 0.00 | | 0.00 | % | | 0.00 | % | | 9,579 | | 20.84 | % | | 20.84 | % | | 0.42 | % | | 0.78 | % | | 3.75 | % | | 0.73 | % | 3.51 | % | 2.2637 | | | 1,181.500 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Non-MHC Public Companies (7) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | $ | 9.91 | | $ | 308.55 | | ($ | 0.19 | ) | $ | 13.91 | | 18.42 | x | 69.54 | % | 8.07 | % | 77.31 | % | | 17.62 | x | $ | 0.24 | | 2.05 | % | | 31.48 | % | $ | 2,930 | | 11.05 | % | | 10.26 | % | | 4.06 | % | | -0.16 | % | | 0.33 | % | | -0.22 | % | -0.66 | % | | | | | |
Medians | | $ | 9.60 | | $ | 61.32 | | $ | 0.23 | | $ | 13.56 | | 15.07 | x | 67.94 | % | 6.80 | % | 72.79 | % | | 15.78 | x | $ | 0.20 | | 1.80 | % | NM | | $ | 967 | | 9.85 | % | | 8.97 | % | | 2.63 | % | | 0.22 | % | | 2.43 | % | | 0.17 | % | 1.60 | % | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group Averages | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | $ | 9.88 | | $ | 478.21 | | $ | 0.29 | | $ | 10.92 | | 16.23 | x | 97.65 | % | 10.54 | % | 112.92 | % | | 16.68 | x | $ | 0.28 | | 3.05 | % | | 43.19 | % | $ | 4,554 | | 11.36 | % | | 9.87 | % | | 2.33 | % | | 0.49 | % | | 4.69 | % | | 0.47 | % | 4.54 | % | | | | | |
Medians | | $ | 9.30 | | $ | 339.87 | | $ | 0.41 | | $ | 11.11 | | 14.94 | x | 89.55 | % | 10.32 | % | 115.79 | % | | 14.41 | x | $ | 0.24 | | 3.03 | % | | 50.00 | % | $ | 3,483 | | 11.48 | % | | 9.44 | % | | 1.44 | % | | 0.68 | % | | 5.17 | % | | 0.72 | % | 4.81 | % | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BKMU | Bank Mutual Corp. of WI | | $ | 5.05 | | $ | 230.84 | | ($ | 0.16 | ) | $ | 8.69 | | NM | | 58.11 | % | 6.63 | % | 67.24 | % | NM | | $ | 0.12 | | 2.38 | % | NM | | $ | 3,483 | | 11.48 | % | | 10.09 | % | | 2.25 | % | | 0.16 | % | | 1.36 | % | | -0.21 | % | -1.81 | % | | | | | |
BRKL | Brookline Bancorp, Inc. of MA | | $ | 9.15 | | $ | 540.20 | | $ | 0.40 | | $ | 8.34 | | 21.28 | x | 109.71 | % | 20.31 | % | 120.87 | % | | 22.88 | x | $ | 0.34 | | 3.72 | % | NM | | $ | 2,660 | | 18.60 | % | | 17.17 | % | | 0.61 | % | | 0.96 | % | | 5.17 | % | | 0.89 | % | 4.81 | % | | | | | |
DNBK | Danvers Bancorp, Inc. of MA | | $ | 14.96 | | $ | 319.77 | | $ | 0.56 | | $ | 13.76 | | 24.52 | x | 108.72 | % | 12.64 | % | 122.93 | % | | 26.71 | x | $ | 0.08 | | 0.53 | % | | 13.11 | % | $ | 2,529 | | 11.63 | % | | 10.42 | % | | 0.81 | % | | 0.58 | % | | 4.94 | % | | 0.54 | % | 4.53 | % | | | | | |
DCOM | Dime Community Bancshares of NY | | $ | 12.26 | | $ | 423.56 | | $ | 1.07 | | $ | 9.11 | | 11.79 | x | 134.58 | % | 10.21 | % | 163.47 | % | | 11.46 | x | $ | 0.56 | | 4.57 | % | | 53.85 | % | $ | 4,148 | | 7.59 | % | | 6.33 | % | | 0.50 | % | | 0.89 | % | | 12.05 | % | | 0.92 | % | 12.40 | % | | | | | |
FFCH | First Financial Holdings Inc. of SC | | $ | 9.30 | | $ | 153.70 | | ($ | 2.30 | ) | $ | 15.66 | | NM | | 59.39 | % | 4.62 | % | 69.72 | % | NM | | $ | 0.20 | | 2.15 | % | NM | | $ | 3,324 | | 9.74 | % | | 8.69 | % | | 6.40 | % | | -1.18 | % | | -12.26 | % | | -1.10 | % | -11.47 | % | | | | | |
FFIC | Flushing Financial Corp. of NY | | $ | 10.88 | | $ | 339.87 | | $ | 0.96 | | $ | 12.15 | | 12.51 | x | 89.55 | % | 7.99 | % | 93.96 | % | | 11.33 | x | $ | 0.52 | | 4.78 | % | | 59.77 | % | $ | 4,252 | | 8.93 | % | | 8.54 | % | | 2.80 | % | | 0.65 | % | | 7.40 | % | | 0.72 | % | 8.16 | % | | | | | |
PBNY | Provident NY Bancorp, Inc. of NY | | $ | 7.92 | | $ | 305.93 | | $ | 0.41 | | $ | 11.11 | | 15.23 | x | 71.29 | % | 10.32 | % | 115.79 | % | | 19.32 | x | $ | 0.24 | | 3.03 | % | | 46.15 | % | $ | 2,964 | | 14.48 | % | | 9.44 | % | | 1.11 | % | | 0.68 | % | | 4.74 | % | | 0.54 | % | 3.73 | % | | | | | |
TRST | TrustCo Bank Corp. NY of NY | | $ | 5.33 | | $ | 409.73 | | $ | 0.37 | | $ | 3.32 | | 13.33 | x | 160.54 | % | 10.70 | % | 161.03 | % | | 14.41 | x | $ | 0.26 | | 4.88 | % | | 65.00 | % | $ | 3,829 | | 6.67 | % | | 6.65 | % | | 1.44 | % | | 0.83 | % | | 12.46 | % | | 0.77 | % | 11.53 | % | | | | | |
WFSL | Washington Federal, Inc. of WA | | $ | 14.05 | | $ | 1,580.26 | | $ | 1.32 | | $ | 16.15 | | 14.95 | x | 87.00 | % | 11.45 | % | 101.30 | % | | 10.64 | x | $ | 0.20 | | 1.42 | % | | 21.28 | % | $ | 13,803 | | 13.16 | % | | 11.52 | % | | 5.09 | % | | 0.83 | % | | 6.38 | % | | 1.17 | % | 8.96 | % | | | | | |
(1) | Average of High/Low or Bid/Ask price per share. |
(2) | EPS (estimate core basis) is based on actual trailing 12 month data, adjusted to omit non-operating items on a tax-effected basis, and is shown on a pro forma basis where appropriate. |
(3) | P/E = Price to earnings; P/B = Price to book; P/A = Price to assets; P/TB = Price to tangible book value; and P/Core = Price to core earnings. |
(4) | Indicated 12 month dividend, based on last quarterly dividend declared. |
(5) | Indicated 12 month dividend as a percent of trailing 12 month estimated core earnings. |
(6) | ROA (return on assets) and ROE (return on equity) are indicated ratios based on trailing 12 month common earnings and average common equity and total assets balances. |
(7) | Excludes from averages and medians those companies the subject of actual or rumored acquisition activities or unusual operating characteristics. |
| | |
Source: | SNL Financial, LC. and RP® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information. |
Board of Directors
August 30, 2010
Page 22
2. P/B Approach. P/B ratios have generally served as a useful benchmark in the valuation of thrift stocks, with the greater determinant of long term value being earnings. In applying the P/B approach, we considered both reported book value and tangible book value. Based on the $2.0 billion midpoint value, the Company’s P/B and P/TB ratios both equaled 90.25%. In comparison to the average P/B and P/TB ratios indicated for the Peer Group of 97.65% and 11 2.92%, respectively, Capitol Federal Financial’s updated ratios reflected a discount of 7.58% on a P/B basis and a discount of 20.08% on a P/TB basis (versus discounts of 0.14% and 16.39% from the average Peer Group’s P/B and P/TB ratios at the midpoint valuation in the First Update). In comparison to the median P/B and P/TB ratios indicated for the Peer Group of 89.55% and 115.79%, respectively, Capitol Federal Financial’s updated ratios reflected a premium of 0.78% and a discount of 22.06% at the $2.0 billion midpoint value (versus a premium of 3.65% and a discount of 18.26% from the Peer Group’s median P/B and P/TB ratios at the midpoint valuation in the First Update). At the maximum of the range, the Company’s P/B and P/TB ratios both equaled 95.51%. In comparison to the Peer Group’s average P/B and P/TB ratios, the Company’s P/B and P/TB ratios at the maximum of the range reflected discounts of 2.19% and 15.42%, respectively. In comparison to the Peer Group’s median P/B and P/TB ratios, the Company’s P/B and P/TB ratios at the top of the range reflected a premium of 6.66% and a discount of 17.51%, respectively.
In addition to the fundamental analysis applied to the Peer Group, RP Financial utilized a technical analysis of recent conversion offerings. As indicated in the Original Appraisal and First Update, the pricing characteristics of recent conversion offerings are not the primary determinate of value. Consistent with the Original Appraisal and First Update, particular focus was placed on the P/TB approach in this analysis since the P/E multiples do not reflect the actual impact of reinvestment and the source of the conversion funds (i.e., external funds versus deposit withdrawals).
As discussed previously, the six recently completed second-step offerings reflected an average forma price/tangible book ratio at closing of 79.1% (see Table 5). In comparison, the Company’s pro forma price/tangible book ratio at the midpoint value reflects a premium of 14.10%. The current average P/TB ratio of the six recent second-step conversions, based on closing stock prices as of August 30, 2010, equaled 75.1%. In comparison to current P/TB ratio of the six recent second-step conversions, the Company’s P/TB ratio at the midpoint value reflects an implied premium of 20.17%.
3. P/A Approach. P/A ratios are generally not as a reliable indicator of market value, as investors do not place significant weight on total assets as a determinant of market value. Investors place significantly greater weight on book value and earnings -- which have received greater weight in our valuation analysis. At the $2.0 billion midpoint value, Capitol Federal Financial’s pro forma P/A ratio equaled 20.17%. In comparison to the Peer Group’s average P/A ratio of 10.54%, Capitol Federal Financial’s P/A ratio indicate d a premium of 91.37% (versus a premium of 117.21% at the midpoint valuation in the First Update). In comparison to the Peer Group’s median P/A ratio of 10.32%, Capitol Federal Financial’s P/A ratio at the $2.0 billion midpoint value indicated a premium of 95.45% (versus a premium of 125.33% at the midpoint valuation in the First Update).
Board of Directors
August 30, 2010
Page 23
Valuation Conclusion
Our analysis indicates that the Company’s estimated pro forma market should be decreased from the midpoint value as set forth in the Original Appraisal and confirmed n the First Update. Accordingly, based on the foregoing, it is our opinion that, as of August 30, 2010, the estimated aggregate pro forma valuation of the shares of the Company to be issued and outstanding at the end of the conversion offering – including (1) newly-issued shares representing the MHC’s current ownership interest in the Company and (2) exchange shares issued to existing public shareholders of the Company - was $1,970,529,000 at the midpoint, equal to 197,052,900 shares at a per share value of $10.00. The resulting range of value and pro forma shares, all based on $10.00 per share, are as follows: $1,674,949 ,650 or 167,494,965 shares at the minimum and $2,266,108,350 or 226,610,835 shares at the maximum.
Based on this valuation and taking into account the ownership interest represented by the shares owned by the MHC, the midpoint of the offering range is $1,390,000,000, equal to 139,000,000 shares at $10.00 per share. The resulting offering range and offering shares, all based on $10.00 per share, are as follows: $1,181,500,000, or 118,150,000 shares at the minimum and $1,598,500,000 or 159,850,000 shares at the maximum. The pro forma valuation calculations relative to the Peer Group are shown in Table 7 and are detailed in Exhibit 3 and Exhibit 4.
Board of Directors
August 30, 2010
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Establishment of the Exchange Ratio
OTS regulations provide that in a conversion of a mutual holding company, the minority stockholders are entitled to exchange the public shares for newly issued shares in the fully converted company. The Board of Directors of Capitol Federal Financial has independently determined the exchange ratio, which has been designed to preserve the current aggregate percentage ownership in the Company held by the public shareholders. The exchange ratio to be received by the existing minority shareholders of the Company will be determined at the end of the offering, based on the total number of shares sold in the subscription, community and syndicated offerings and the final appraisal. Based on the valuation conclusion herein, the resulting offering value and the $10.00 per share offering price, the indicated exchange ratio at the midpoint is 2.6632 shares of the Company for every one public share held by public shareholders. Furthermore, based on the offering range of value, the indicated exchange ratio is 2.2637 at the minimum and 3.0627 at the maximum. RP Financial expresses no opinion on the proposed exchange of newly issued Company shares for the shares held by the public stockholders or on the proposed exchange ratio.
| Respectfully submitted, |
| RP® FINANCIAL, LC. |
| | |
| /s/ | William E. Pommerening | |
| | William E. Pommerening |
| | Chief Executive Officer and Managing Director |
| | |
| /s/ | Gregory E. Dunn | |
| | Gregory E. Dunn |
| | Director |
LIST OF EXHIBITS
| | | | | |
Exhibit Number | | | Description | |
| | | |
| 1 | | Stock Prices: As of August 30, 2010 |
| | | |
| 2 | | Peer Group Core Earnings Analysis |
| | | |
| 3 | | Pro Forma Analysis Sheet |
| | | |
| 4 | | Pro Forma Effect of Conversion Proceeds |
| | | |
| 5 | | Firm Qualifications Statement |