RP® FINANCIAL, LC. |
Serving the Financial Services Industry Since 1988 |
September 23, 2011
Board of Directors
West End Bank, S.B.
West End Bancshares, Inc.
West End Bank, MHC
34 South Seventh Street
Richmond, Indiana 47374
Members of the Board of Directors:
At your request, we have completed and hereby provide an updated independent appraisal (the “Update”) of the estimated pro forma market value of the common stock to be issued by the newly formed West End Indiana Bancshares, Inc., Richmond, Indiana (the “Company”).
This updated appraisal is furnished pursuant to the requirements of the Code of Federal Regulations and 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”, originally promulgated by the Office of Thrift Supervision (“OTS”), and applicable regulatory interpretations thereof. Such Valuation Guidelines are relied upon by the Federal Reserve Board (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”) and the Indiana Department of Financial Institutions (“DFI”) in the absence of separate written valuation guidelines. Our original appraisal report, dated June 10, 2011 (the “Original Appraisal”), is incorporated herein by reference. As in the preparation of our Original Appraisal, we believe the data and information used herein is reliable; however, we cannot guarantee the accuracy and completeness of such information.
The Board of Directors of West End Bank, MHC, (the “MHC”), West End Bancshares, Inc. and West End Bank, S.B., Richmond, Indiana (collectively referred to as “West End” or the “Bank”), adopted the plan of conversion on June 24, 2011, incorporated herein by reference. As a result of the conversion, the MHC will be succeeded by a Maryland corporation with the name of West End Indiana Bancshares, Inc. (the “Company”), a newly formed Maryland corporation. Pursuant to the Plan of conversion, the Company will offer 100% of its common stock in a subscription offering to Eligible Account Holders, tax-qualified employee benefit plans including the Employee Stock Ownership Plan (the “ESOP”), Supplemental Eligible Account Holders and Other Members, as such terms are define for purposes of applicable federal regulatory guidelines governing mutual-to-stock conversions. To the extent that shares remain available for purchase after satisfaction of all subscriptions received in the subscription offering, the shares may be offered for sale to members of the general public in a community offering and/or a syndicated community offering. Going forward, the Company will own 100% of the Bank’s stock, and the Bank will initially be the Company’s sole subsidiary. A portion of the net proceeds received from the sale of the common stock will be used to purchase all of the then to be issued and outstanding capital stock of the Bank and the balance of the net proceeds will be retained by the Company.
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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 |
Boards of Directors
September 23, 2011
Page 2
The plan of conversion provides for the Company to contribute common stock and cash to the West End Bank Charitable Foundation, a charitable foundation to be established as part of the conversion and stock offering (the “Foundation”). The Foundation will be funded with a total contribution with a value of $505,000, comprised of $125,000 in cash and 38,000 shares of conversion stock (value of $380,000, based on the $10.00 per share offering price). The purpose of the Foundation is to provide financial support to charitable organizations in the communities in which West End operates and to enable those communities to share in West End’s long-term growth. The Foundation will be dedicated completely to community activities and the promotion of charitable causes.
This updated appraisal reflects the following noteworthy items: (1) a review of updated financial developments in West End’s financial condition and operating results as reflected in the amended prospectus which has been updated to incorporate financial data through June 30, 2011; (2) updated comparison of West End’s financial condition and operating results versus the Peer Group; and (3) a review of stock market conditions since the date of the Original Appraisal incorporating stock prices as of September 23, 2011.
Discussion of Relevant Considerations
Table 1 presents summary balance sheet and income statement data through June 30, 2011, as well as comparable data for the period ending March 31, 2011, as set forth in the Original Appraisal. The Bank’s financial condition and operating results reflected modest change relative to the March 31, 2011, financial data utilized in the Original Appraisal, which will be discussed more fully below.
Growth Trends
The Bank’s total assets diminished modestly over the quarter ended June 30, 2011, by $357,000 or 0.2%. The reduction was primarily the result of a decline in available for sale investment securities which diminished by $5.1 million, which was offset by growth in the portfolio of cash and cash equivalents as well as slight growth in the loan portfolio. As discussed in the Original Appraisal, West End’s ability to achieve balance sheet growth has been limited in recent periods reflecting both the impact of limited loan demand in West End’s market area and owing to the low interest rate environment prevailing through June 30, 2011 (i.e., the residential mortgage portfolio has been shrinking as the majority of residential mortgage loan originations have been for long term fixed rate loans which West End sells into the secondary market). Over the quarter ended June 30, 2011, there was limited change in the respective balances and composition of the Bank’s deposits and borrowings balances as well.
During the quarter ended June 30, 2011, equity increased by $348,000 (2.0% growth) to equal $17.8 million, or 8.2% of assets. The growth in equity was primarily attributable to an increase in net income which totaled $184,000 for the quarter ended June 30, 2011, as well as to an increase in accumulated comprehensive income, which increased from $69,000 as of March 31, 2011, to $233,000 as of June 30, 2011, or by a total of $164,000.
Boards of Directors
September 23, 2011
Page 3
Table 1 |
West End Bank, MHC |
Recent Financial Data |
| | | | | | | | | | | | |
| | At March 31, 2011 | | | At June 30, 2011 | |
| | | | | % of | | | | | | % of | |
| | Amount | | | Assets | | | Amount | | | Assets | |
| | | ($000) | | | (%) | | | | ($000) | | | (%) | |
Balance Sheet Data | | | | | | | | | | | | | | |
Total assets | | $ | 217,064 | | | | 100.00 | % | | $ | 216,707 | | | | 100.00 | % |
Cash and cash equivalents | | | 8,052 | | | | 3.71 | % | | | 12,127 | | | | 5.60 | % |
Investment securities – AFS | | | 41,695 | | | | 19.21 | % | | | 36,630 | | | | 16.90 | % |
Loans receivable, net | | | 152,526 | | | | 70.27 | % | | | 152,612 | | | | 70.42 | % |
Loans held for sale | | | 0 | | | | 0.00 | % | | | 322 | | | | 0.15 | % |
Fixed assets | | | 3,575 | | | | 1.65 | % | | | 3,639 | | | | 1.68 | % |
FHLB stock | | | 1,858 | | | | 0.86 | % | | | 1,709 | | | | 0.79 | % |
BOLI | | | 4,627 | | | | 2.13 | % | | | 4,666 | | | | 2.15 | % |
Real estate owned | | | 936 | | | | 0.43 | % | | | 1,252 | | | | 0.58 | % |
Deposits | | | 176,689 | | | | 81.40 | % | | | 175,097 | | | | 80.80 | % |
Borrowed Funds | | | 22,000 | | | | 10.14 | % | | | 23,000 | | | | 10.61 | % |
Total stockholders’ equity | | | 17,406 | | | | 8.02 | % | | | 17,754 | | | | 8.19 | % |
| | | | | | | | | | | | | | | | |
| | 12 Months Ended | | | 12 Months Ended | |
| | March 31, 2011 | | | June 30, 2011 | |
| | | | | | % of Avg. | | | | | | | % of Avg. | |
| | Amount | | | Assets | | | Amount | | | Assets | |
| | | ($000) | | | (%) | | | | ($000) | | | (%) | |
Summary Income Statement | | | | | | | | | | | | | | | | |
Interest Income | | $ | 10,987 | | | | 5.19 | % | | $ | 11,057 | | | | 5.22 | % |
Interest Expense | | | (3,842 | ) | | | -1.81 | % | | | (3,600 | ) | | | 1.70 | % |
Net Interest Income | | $ | 7,145 | | | | 3.37 | % | | $ | 7,457 | | | | 3.52 | % |
Provision for Loan Losses | | | (1,274 | ) | | | -0.60 | % | | | (1,575 | ) | | | -0.74 | % |
Net Interest Income after Provisions | | $ | 5,871 | | | | 2.77 | % | | $ | 5,882 | | | | 2.77 | % |
| | | | | | | | | | | | | | | | |
Other Operating Income | | | 1,013 | | | | 0.48 | % | | | 1,055 | | | | 0.50 | % |
Operating Expense | | | (6,563 | ) | | | -3.10 | % | | | (6,725 | ) | | | -3.17 | % |
Net Operating Income | | | 321 | | | | 0.15 | % | | | 212 | | | | 0.10 | % |
| | | | | | | | | | | | | | | | |
Net Non-Operating Income | | | 458 | | | | 0.22 | % | | | 708 | | | | 0.33 | % |
| | | | | | | | | | | | | | | | |
Net Income Before Tax | | | 779 | | | | 0.37 | % | | | 920 | | | | 0.43 | % |
Income Taxes | | | (263 | ) | | | -0.12 | % | | | (315 | ) | | | -0.15 | % |
Net Income (Loss) | | $ | 515 | | | | 0.24 | % | | $ | 605 | | | | 0.29 | % |
| | | | | | | | | | | | | | | | |
Core Net Income (Loss) | | $ | 239 | | | | 0.11 | % | | $ | 177 | | | | 0.08 | % |
| | | | | | | | | |
Source: West End Indiana Bancshares’ Prospectus and RP Financial calculations. | | | | | | | | | |
Boards of Directors
September 23, 2011
Page 4
Loan Receivable
Loans receivable held for investment increased nominally (by 0.1%) to equal $152.6 million and the proportion of loans-to-assets also increased slightly to equal 70.4%. The modest increase resulted from growth in the outstanding balance of commercial and industrial (“C&I”) loans. The modest increase in C&I loans over the quarter was partially offset by a limited reductions realized in other segments of the loan portfolio The Bank also maintained a nominal amount of loans held for sale equaling $322,000 as of June 30, 2011.
Cash and Investments
Overall, the balance and composition of the cash and securities portfolio reflected moderate change based on updated financial data. Cash and cash equivalents increased by $4.1 million, to equal $12.1 million as of June 30, 2011. The Bank’s investment portfolio, inclusive of FHLB stock, decreased by $5.2 million, to equal $38.3 million or 17.7% of total assets as of June 30, 2011. The majority of the decrease was realized through a modest decline in the AFS securities, which represent the largest segment of the investment portfolio.
Funding Structure
Deposit balances experienced a modest decline over the quarter ended June 30, 2011, decreasing by $1.6 million to equal $175.1 million or 80.8% of assets. Over the corresponding period, borrowings increased by $1.0 million to equal $23.0 million or 10.6% of assets. Moreover, the balance and composition of the Bank’s funding structure was substantially unchanged, with the deposit composition weighted towards certificates of deposit (“CDs”) while the Bank’s borrowings consist solely of FHLB advances.
Equity
The Bank’s stockholders’ equity increased by $348,000 over the six months ended June 30, 2011, to equal $17.8 million or 8.2% of total assets. The Bank maintained surpluses relative to its regulatory capital requirements at June 30, 2011, and was qualified as a “well capitalized” institution. The Offering proceeds will serve to further strengthen the Bank’s regulatory capital position and support the ability to diversify and expand the loan portfolio.
Credit Quality Measures
Updated credit quality measures showed modest improvement in terms of the ratio of non-performing assets (“NPAs”)/Assets, which decreased slightly from 1.73% of assets as of March 31, 2011, to 1.56% of assets as of June 30, 2011. Reserve coverage ratios also showed limited change, with the ratio of allowances to total non-performing loans increasing to 82.98% (versus 63.96% in the Original Appraisal) while the ratio of allowances to total loans decreased by a nominal amount to 1.13% (versus 1.16% in the Original Appraisal).
Income and Expense Trends
The Bank’s reported earnings increased modestly from $515,000 (0.24% of average assets) for the twelve months ended March 31, 2011, as reflected in our Original Appraisal, to $605,000, equal to 0.29% of average assets, for the twelve months ended June 30, 2011. On a core earnings basis, excluding non-operating items on a tax effected basis, earnings diminished modestly primarily as a result of increased operating expenses. Overall, core earnings declined from $239,000 (0.11% of average assets) for the twelve months ended March 31, 2011, to $177,000 (0.08% of average assets) for the twelve months ended June 30, 2011. Details with respect to changes in the Bank’ earnings are more fully explained below.
Boards of Directors
September 23, 2011
Page 5
Net Interest Income
The Bank’s net interest income showed an improving trend during the most recent 12 month period, which served to increase the net interest income to average assets ratio from 3.37% reported for the 12 months ended March 31, 2011, to 3.52% during the 12 months ended June 30, 2011. The dollar amount of interest income increased over the time periods examined primarily reflecting growth in the average balance of interest earning assets over the most recent trailing twelve month period as the average asset yields have continued to diminish through the June 2011 quarter. At the same time, the Bank’s cost of funds has continued to diminish reducing West End’s interest expense. Overall, the Bank’s interest rate spread increased from 3.63% as of March 31, 2011 to 3.75% as of June 30, 2011.
Loan Loss Provisions
Provision for loan losses increased based on updated financial data, and totaled $1.6 million, equal to 0.74% of average assets for the twelve months ended June 30, 2011. The current level of loan loss provisions remains well above the low levels which prevailed through fiscal 2008, which management attributes to increasing levels of delinquencies and classified assets coupled with uncertainties regarding the economic environment in the Midwest.
Non-Interest Income
Non-interest operating income increased based on updated financial data, equaling $1.1 million or 0.50% of average assets for the twelve months ended June 30, 2011, as compared to $1.0 million, or 0.48% of average assets for the twelve months ended March 31, 2011. As noted in the Original Appraisal, the Bank has generated non-interest fee income through banking services on deposit accounts, ATM fees, income on BOLI, mortgage banking activities, and loan servicing income.
Operating Expenses
The Bank’s operating expenses have increased in recent years due to various pressures on operating costs including increased compensation costs as the Bank was required to remain competitive in its pay scales while also adding staff to remain an effective competitor. Additionally, the maintenance and upgrading of the Bank’s information systems have also contributed to the increase in operating expenses. The trend toward increasing expense levels continued based on updated financial data, with operating expenses equaling $6.7 million, equal to 3.17% of average assets for the twelve months ended June 30, 2011, which was slightly higher than the level of $6.6 million, equal to 3.10% of average assets reported for the twelve months ended March 31, 2011.
Non-Operating Income/Expense
Non-operating income and expenses have typically had a limited impact on earnings over the last several years and have primarily consisted of gains on the sale of investments, loans and other assets. For the twelve months ended June 30, 2011, net non-operating income totaled $708,000 (0.33% of average assets), which is a moderate increase from $458,000 (0.22% of average assets) for the twelve months ended March 31, 2011. The primary factor leading to the increase were gains on the sale of loans, which increased from $362,000 for the twelve months ended March 31, 2011, to $578,000 for the twelve months ended June 30, 2011.
Boards of Directors
September 23, 2011
Page 6
Taxes
The Bank is fully taxable with respect to state and federal corporate income taxes. Higher pre-tax earnings increased income taxes from $263,000 (0.12% of average assets) for the twelve months ended March 31, 2011, to $315,000 (0.15% of average assets) for the twelve months ended June 30, 2011. The Bank’s effective tax rate equaled 34.22% during the twelve months ended June 30, 2011, versus an effective tax rate of 33.81% for the twelve months ended March 31, 2011. As set forth in the Original Appraisal, the Bank’s marginal effective tax rate approximates 39.6%.
Efficiency Ratio
The Bank’s efficiency ratio improved based on updated financial data, equaling 79.01% for the twelve months ended June 30, 2011, versus 80.45% for the twelve months ended March 31, 2011. On a post-Offering basis, the efficiency ratio may continue to show some improvement from the benefit of reinvesting the proceeds from the Offering with a portion of the benefit expected to be offset by the increased expense of the stock benefit plans.
| 2. | Peer Group Financial Comparisons |
Tables 2 and 3 present the financial characteristics and operating results for the Bank, the Peer Group and all publicly-traded thrifts. The Bank’s and the Peer Group’s ratios are based on financial results through June 30, 2011.
Financial Condition
In general, the comparative balance sheet ratios for the Bank and the Peer Group did not vary significantly from the ratios exhibited in the Original Appraisal (see Table 2). Relative to the Peer Group, the Bank’s interest-earning asset composition continued to reflect a higher level of loans (70.6% of assets for the Bank versus 67.8% for the Peer Group on average) and a lower level of cash, MBS and investments (23.3% for the Bank versus 26.6% for the Peer Group). West End’s funding liabilities continued to reflect a reliance on deposits, a funding strategy that is similar to that of the Peer Group. Specifically, the Bank’s deposits equaled 80.8% of assets as compared to the Peer Group ratio of 79.5%. In addition to a higher proportion of deposits, the Bank also continued to maintain modestly higher borrowings, which were measured at 10.6% of assets for the Bank versus 8.9% of assets for the Peer Group (Peer Group figures reflect 0.3% of assets in the form of subordinated debt).
The Bank’s net worth ratio of 8.2% of assets was substantially unchanged from the level reflected in the Original Appraisal and thus, remained below the Peer Group average ratio of 10.8%. Tangible equity-to-assets ratios for the Bank and the Peer Group equaled 8.2% and 10.1%, respectively, based on updated financial data. The Bank’s pro forma capital position will increase with the addition of stock proceeds, providing the Bank with an equity-to-assets ratio that will substantially exceed the Peer Group’s ratio.
Overall, the Bank’s updated interest-earning assets-to-interest-bearing liabilities (“IEA/IBL”) ratio equaled 102.7%, which remained below the comparable Peer Group ratio of 106.7%. As discussed in the Original Appraisal, the additional capital realized from stock proceeds should serve to provide West End with an IEA/IBL ratio that approximates or exceeds the Peer Group’s ratio, as the increase in capital provided by the infusion of stock proceeds will serve to lower the level of interest-bearing liabilities and will be primarily deployed into interest-earning assets.
Boards of Directors
September 23, 2011
Page 16
Summary of Adjustments
In the Original Appraisal, we made the following adjustments to West End Indiana Bancshare’s pro forma value based upon our comparative analysis to the Peer Group:
Key Valuation Parameters: | Valuation Adjustment |
| |
Financial Condition | Slight Upward |
Profitability, Growth and Viability of Earnings | No Adjustment |
Asset Growth | Slight Upward |
Primary Market Area | Slight Downward |
Dividends | No Adjustment |
Liquidity of the Shares | Slight Downward |
Marketing of the Issue | Slight Downward |
Management | No Adjustment |
Effect of Govt. Regulations and Regulatory Reform | No Adjustment |
In examining the valuation adjustments made relative to the Peer Group in the Original Appraisal, we concluded that no adjustment to the valuation parameters for financial condition or earnings prospects relative to the adjustments made in the Original Appraisal were necessary, as the relationship of these parameters relative to the Peer Group remain relatively unchanged based on updated financial data for both. Additionally, the other valuation adjustments relative to the Peer Group were unchanged including the parameters concerning asset growth, primary market area, dividends, liquidity, management and effect of government regulation and regulatory reform.
Since the date of the Original Appraisal, the Peer Group’s pricing ratios have declined in a range of 8% to 9% based on the book value pricing measures and 10.6% decline based on core earnings. The general market for thrift stocks was down since the date of the Original Appraisal, underperforming the broader stock market with the DJIA showing a decline of 7.9% since the date of the Original Appraisal compared to a decline of 16.8% in the SNL Index for all publicly-traded thrifts. At the same time, the Peer Group’s pricing ratios had diminished by a lesser amount than the broader thrift market.
Notwithstanding the decline in the major market indices and bank stocks including the Peer Group since the date of the Original Appraisal, four thrifts have completed standard conversion offerings. All four offerings were oversubscribed and closed their respective offerings at the supermaximum of their offering ranges at pro forma P/TB ratios ranging from 60.0% to 72.9%. Moreover, all four of the standard conversions completed since the date of the Original Appraisal had traded up by an average of 11.3% through September 23, 2011, and had an average pro forma P/TB ratio equal to 70.9% as of September 23, 2011.
Overall, taking into account the foregoing factors, including the decline of the Peer Group’s pricing ratios, the oversubscriptions of the four recent standard conversion offerings, their pricing at closing and aftermarket price performance we believe that an increase is warranted to the estimated pro forma valuation range set forth in the Original Appraisal.
Boards of Directors
September 23, 2011
Page 17
Valuation Approaches
In applying the pro forma market value approach to valuation promulgated by the Federal and state regulatory agencies, we considered the three key pricing ratios in valuing the Bank’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 Bank’s prospectus for reinvestment rate, effective tax rate, offering expenses and stock benefit plan assumptions (summarized in Exhibits 2 and 3). In our estimate of value herein, we assessed the relationship of the pro forma pricing ratios relative to the Peer Group, taking into account the valuation adjustments noted in the Original Appraisal. In arriving at the valuation conclusion, we have continued to evaluate each of the three pricing ratios and give similar weight to each approach as in our Original Appraisal.
Based on the foregoing, we have concluded that an increase in West End’s value is appropriate. Therefore, as of September 23, 2011, the pro forma market value of West End’s conversion stock, including the shares sold in the offering and issued to the Foundation, equaled $16,380,000 at the midpoint, equal to 1,638,000 shares offered at a per share value of $10.00. The updated valuation represents a 13.9% increase relative to the $14.4 million midpoint valuation conclusion reached in our Original Appraisal. The 13.9% increase in the Bank’s pro forma pricing ratios takes into account the new issue market, trends in the broader market indices, the market for financial institution stocks generally and the change in the Peer Group’s pricing ratios in particular.
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 Bank’s reported earnings equaled $605,000 for the twelve months ended June 30, 2011. In deriving West End’s core earnings, the adjustments made to reported earnings were to eliminate gains on the sale of loans and investment securities, which equaled $578,000 and $154,000, respectively, for the twelve months ended June 30, 2011, and add back the gain on sale of other assets equal to $24,000 for the twelve months ended June 30, 2011. As shown below, on a tax effected basis, assuming an effective marginal tax rate of 39.6% for the earnings adjustments, the Bank’s core earnings were determined to equal $177,000 for the twelve months ended June 30, 2011.
| | Amount | |
| | ($ | 000 | ) |
Net income(loss) | | $ | 605 | |
Deduct: Gain on sale of loans | | | (578 | ) |
Deduct: Gain on sale of investment securities | | | (154 | ) |
Addback: Gain on sale of other assets | | | 24 | |
Addback: Tax Effect (1) | | | 280 | |
Core earnings estimate | | $ | 177 | |
(1) All the adjustments are tax effected at the Bank’s 39.61% marginal tax rate.
Boards of Directors
September 23, 2011
Page 18
Based on West End’s reported and estimated core earnings, and incorporating the impact of the pro forma assumptions, the Bank’s reported and core P/E multiples at the $16.4 million midpoint of the valuation range equaled 30.48 times and 149.62 times, respectively. The Bank’s updated reported and core P/E multiples provided for premiums of 167.1%and 929.7% relative to the Peer Group’s average reported and core P/E multiples of 11.41 times and 14.53 times, respectively (versus premiums of 100.1% and 329.8% relative to the Peer Group’s average reported and core P/E multiples as indicated in the Original Appraisal). In comparison to the Peer Group’s median reported and core earnings multiples of 11.99 times and 14.72 times, respectively, the Bank’s pro forma reported and core P/E multiples at the $16.4 million midpoint value indicated premiums of 154.2% and 916.4%, respectively (versus premiums of 138.8% and 333.2% relative to the Peer Group’s median reported and core P/E multiples as indicated in the Original Appraisal). RP Financial gave consideration to the premium earnings multiples at the updated valuation conclusion in applying discounts pursuant to the book value approach to valuation. The Bank’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 2 and 3.
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 $16.4 million midpoint value, the Bank’s P/B and P/TB ratios both equaled 53.59%. In comparison to the average P/B and P/TB ratios indicated for the Peer Group of 66.86% and 71.26%, respectively, West End’s updated ratios reflected a discount of 19.8% on a P/B basis and a discount of 24.8% on a P/TB basis. In comparison to the median P/B and P/TB ratios indicated for the Peer Group of 62.67% and 71.50%, respectively, West End’s updated ratios reflected discounts of 14.5% and 25.0% at the $16.4 million updated midpoint value.
As previously discussed, we have given consideration to recent trends in the new issue market including the closing prices of the four standard conversion offerings completed since the date of the Original Appraisal and their pricing ratios in aftermarket trading through September 23, 2011. All four offerings were oversubscribed and closed their respective offerings at the supermaximum of their offering ranges and pro forma P/TB ratios ranging from 60.0% to 72.9% and subsequently traded up in aftermarket trading. As of September 23, 2011, the four companies completing standard conversion offerings since the date of the Original Appraisal were trading at an average P/TB ratio of 70.9%.
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 $16.4 million updated midpoint value, West End’s pro forma P/A ratio equaled 7.14%. In comparison to the Peer Group’s average P/A ratio of 6.82%, West End’s P/A ratio indicated a premium of 4.7% (versus a discount of 13.0% at the midpoint valuation in the Original Appraisal). In comparison to the Peer Group’s median P/A ratio of 6.34%, West End’s P/A ratio at the $16.4 million midpoint value indicated a premium of 12.6% (versus a discount of 10.3% at the midpoint valuation in the Original Appraisal).
Boards of Directors
September 23, 2011
Page 19
Valuation Conclusion
Based on the foregoing, it is our opinion that, as of September 23, 2011, the estimated aggregate pro forma market value of the shares to be issued immediately following the conversion, including the shares sold in the offering and issued to the Foundation, equaled $16,380,000 at the midpoint, equal to 1,638,000 shares offered at a per share value of $10.00. Pursuant to conversion guidelines, the 15% offering range indicates a minimum value of $13,980,000 and a maximum value of $18,780,000. Based on the $10.00 per share offering price determined by the Board, this valuation range equates to total shares outstanding of 1,398,000 at the minimum and 1,878,000 at the maximum. In the event the appraised value is subject to an increase, the aggregate pro forma market value may be increased up to a super maximum value of $21,540,000 without a resolicitation. Based on the $10.00 per share offering price, the super maximum value would result in total shares outstanding of 2,154,000. Based on this valuation range, the offering range is as follows: $13,600,000 at the minimum, $16,000,000 at the midpoint, $18,400,000 at the maximum and $21,160,000 at the supermaximum. Based on the $10.00 per share offering price, the number of offering shares is as follows: 1,360,000 at the minimum, 1,600,000 at the midpoint, 1,840,000 at the maximum and 2,116,000 at the supermaximum. The pro forma valuation calculations relative to the Peer Group are shown in Table 7 and are detailed in Exhibit 2 and Exhibit 3.
Respectfully submitted,
RP® FINANCIAL, LC.
James P. Hennessey
Director
Boards of Directors
September 23, 2011
Page 20
Table 7
Public Market Pricing
West End Bank, MHC and the Comparables
As of September 23, 2011
| | | Market | | | Per Share Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Capitalization | | | Core | | | Book | | | | | | | | | | | | | | | | | | Dividends(4) | | | Financial Characteristics(6) | | | | |
| | | Price/ | | | Market | | | 12 Month | | | Value/ | | | | | | Pricing Ratios(3) | | | | | | Amount/ | | | | | | Payout | | | Total | | | Equity/ | | | Tang Eq/ | | | NPAs/ | | | Reported | | | Core | | | Offering | |
| | | Share(1) | | | Value | | | EPS(2) | | | Share | | | P/E | | | P/B | | | P/A | | | P/TB | | | P/Core | | | Share | | | Yield | | | Ratio(5) | | | Assets | | | Assets | | | Assets | | | Assets | | | ROA | | | ROE | | | ROA | | | ROE | | | Size | |
| | | ($) | | | ($Mil) | | | ($) | | | ($) | | | (x) | | | (%) | | | (%) | | | (%) | | | (x) | | | ($) | | | (%) | | | (%) | | | ($Mil) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | ($Mil) | |
West End Bank, MHC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Superrange | | $ | 10.00 | | | $ | 21.54 | | | $ | 0.04 | | | $ | 16.27 | | | | 41.43 | x | | | 61.46 | % | | | 9.21 | % | | | 61.46 | % | | | 234.24 | x | | $ | 0.00 | | | | 0.00 | % | | | 0.00 | % | | $ | 234 | | | | 14.98 | % | | | 14.98 | % | | | 1.45 | % | | | 0.22 | % | | | 1.48 | % | �� | | 0.04 | % | | | 0.26 | % | | $ | 21.16 | |
Maximum | | $ | 10.00 | | | $ | 18.78 | | | $ | 0.05 | | | $ | 17.39 | | | | 35.48 | x | | | 57.50 | % | | | 8.11 | % | | | 57.50 | % | | | 185.34 | x | | $ | 0.00 | | | | 0.00 | % | | | 0.00 | % | | $ | 232 | | | | 14.10 | % | | | 14.10 | % | | | 1.46 | % | | | 0.23 | % | | | 1.62 | % | | | 0.04 | % | | | 0.31 | % | | $ | 18.40 | |
Midpoint | | $ | 10.00 | | | $ | 16.38 | | | $ | 0.07 | | | $ | 18.66 | | | | 30.48 | x | | | 53.59 | % | | | 7.14 | % | | | 53.59 | % | | | 149.62 | x | | $ | 0.00 | | | | 0.00 | % | | | 0.00 | % | | $ | 230 | | | | 13.32 | % | | | 13.32 | % | | | 1.47 | % | | | 0.23 | % | | | 1.76 | % | | | 0.05 | % | | | 0.36 | % | | $ | 16.00 | |
Minimum | | $ | 10.00 | | | $ | 13.98 | | | $ | 0.08 | | | $ | 20.38 | | | | 25.62 | x | | | 49.07 | % | | | 6.15 | % | | | 49.07 | % | | | 118.85 | x | | $ | 0.00 | | | | 0.00 | % | | | 0.00 | % | | $ | 227 | | | | 12.53 | % | | | 12.53 | % | | | 1.49 | % | | | 0.24 | % | | | 1.91 | % | | | 0.05 | % | | | 0.41 | % | | $ | 13.60 | |
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All Non-MHC Public Companies (7) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | $ | 10.00 | | | $ | 262.00 | | | ($ | 0.09 | ) | | $ | 14.17 | | | | 16.50 | x | | | 71.79 | % | | | 8.57 | % | | | 73.99 | % | | | 18.53 | x | | $ | 0.21 | | | | 1.93 | % | | | 28.15 | % | | $ | 2,753 | | | | 12.00 | % | | | 11.35 | % | | | 3.70 | % | | | 0.06 | % | | | 0.38 | % | | | -0.03 | % | | | -0.48 | % | | | | |
Medians | | $ | 10.45 | | | $ | 57.30 | | | $ | 0.32 | | | $ | 13.67 | | | | 14.53 | x | | | 70.77 | % | | | 8.23 | % | | | 73.75 | % | | | 17.50 | x | | $ | 0.12 | | | | 1.50 | % | | | 0.00 | % | | $ | 894 | | | | 11.42 | % | | | 10.30 | % | | | 2.65 | % | | | 0.41 | % | | | 3.31 | % | | | 0.31 | % | | | 2.79 | % | | | | |
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All Non-MHC State of IN(7) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | $ | 12.33 | | | $ | 38.86 | | | $ | 0.81 | | | $ | 18.17 | | | | 12.14 | x | | | 66.76 | % | | | 6.31 | % | | | 70.97 | % | | | 17.55 | x | | $ | 0.31 | | | | 2.27 | % | | | 28.63 | % | | $ | 717 | | | | 9.99 | % | | | 9.52 | % | | | 4.65 | % | | | 0.53 | % | | | 5.33 | % | | | 0.41 | % | | | 4.10 | % | | | | |
Medians | | $ | 13.88 | | | $ | 42.77 | | | $ | 0.71 | | | $ | 18.14 | | | | 11.76 | x | | | 57.86 | % | | | 5.77 | % | | | 62.92 | % | | | 18.59 | x | | $ | 0.14 | | | | 2.10 | % | | | 0.07 | % | | $ | 484 | | | | 10.20 | % | | | 9.85 | % | | | 4.92 | % | | | 0.49 | % | | | 5.55 | % | | | 0.29 | % | | | 3.23 | % | | | | |
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Comparable Group Averages | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | $ | 12.57 | | | $ | 30.58 | | | $ | 0.86 | | | $ | 18.86 | | | | 11.41 | x | | | 66.86 | % | | | 6.82 | % | | | 71.26 | % | | | 14.53 | x | | $ | 0.32 | | | | 2.52 | % | | | 31.28 | % | | $ | 473 | | | | 10.76 | % | | | 10.17 | % | | | 3.00 | % | | | 0.58 | % | | | 5.61 | % | | | 0.46 | % | | | 4.35 | % | | | | |
Medians | | $ | 13.47 | | | $ | 25.34 | | | $ | 0.86 | | | $ | 18.50 | | | | 11.99 | x | | | 62.67 | % | | | 6.34 | % | | | 71.50 | % | | | 14.72 | x | | $ | 0.24 | | | | 2.57 | % | | | 34.78 | % | | $ | 428 | | | | 10.78 | % | | | 10.08 | % | | | 2.36 | % | | | 0.56 | % | | | 5.70 | % | | | 0.47 | % | | | 4.46 | % | | | | |
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Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FFDF | FFD Financial Corp of Dover OH | | $ | 13.69 | | | $ | 13.85 | | | $ | 0.93 | | | $ | 18.50 | | | | 9.64 | x | | | 74.00 | % | | | 6.58 | % | | | 74.00 | % | | | 14.72 | x | | $ | 0.68 | | | | 4.97 | % | | | 47.89 | % | | $ | 211 | | | | 8.89 | % | | | 8.89 | % | | | 1.53 | % | | | 0.70 | % | | | 7.79 | % | | | 0.46 | % | | | 5.10 | % | | | | |
FCAP | First Capital, Inc. of IN | | $ | 18.10 | | | $ | 50.43 | | | $ | 1.18 | | | $ | 17.78 | | | | 13.51 | x | | | 101.80 | % | | | 11.33 | % | | | 114.41 | % | | | 15.34 | x | | $ | 0.76 | | | | 4.20 | % | | | 56.72 | % | | $ | 445 | | | | 11.15 | % | | | 10.05 | % | | | 1.97 | % | | | 0.83 | % | | | 7.70 | % | | | 0.73 | % | | | 6.78 | % | | | | |
FCLF | First Clover Leaf Fin Cp of IL | | $ | 6.12 | | | $ | 48.13 | | | $ | 0.37 | | | $ | 10.01 | | | | 13.91 | x | | | 61.14 | % | | | 8.49 | % | | | 72.51 | % | | | 16.54 | x | | $ | 0.24 | | | | 3.92 | % | | | 54.55 | % | | $ | 567 | | | | 13.89 | % | | | 11.97 | % | | | 3.50 | % | | | 0.61 | % | | | 4.44 | % | | | 0.51 | % | | | 3.73 | % | | | | |
FSFG | First Savings Fin. Grp. of IN | | $ | 15.16 | | | $ | 35.85 | | | $ | 1.65 | | | $ | 24.52 | | | | 9.66 | x | | | 61.83 | % | | | 6.85 | % | | | 71.95 | % | | | 9.19 | x | | $ | 0.00 | | | | 0.00 | % | | | 0.00 | % | | $ | 524 | | | | 11.08 | % | | | 9.67 | % | | | 1.65 | % | | | 0.72 | % | | | 6.70 | % | | | 0.76 | % | | | 7.05 | % | | | | |
HFBC | HopFed Bancorp, Inc. of KY | | $ | 5.45 | | | $ | 40.03 | | | ($ | 0.31 | ) | | $ | 12.67 | | | NM | | | | 43.01 | % | | | 3.77 | % | | | 43.32 | % | | NM | | | $ | 0.08 | | | | 1.47 | % | | NM | | | $ | 1,062 | | | | 10.47 | % | | | 10.41 | % | | | 2.17 | % | | | 0.05 | % | | | 0.46 | % | | | -0.21 | % | | | -2.02 | % | | | | |
JXSB | Jacksonville Bancorp Inc of IL | | $ | 13.25 | | | $ | 25.59 | | | $ | 1.34 | | | $ | 20.06 | | | | 8.44 | x | | | 66.05 | % | | | 8.39 | % | | | 71.05 | % | | | 9.89 | x | | $ | 0.30 | | | | 2.26 | % | | | 19.11 | % | | $ | 305 | | | | 12.70 | % | | | 11.92 | % | | | 1.27 | % | | | 1.00 | % | | | 8.72 | % | | | 0.85 | % | | | 7.44 | % | | | | |
LSBI | LSB Fin. Corp. of Lafayette IN | | $ | 12.60 | | | $ | 19.58 | | | $ | 0.64 | | | $ | 23.38 | | | | 10.86 | x | | | 53.89 | % | | | 5.44 | % | | | 53.89 | % | | | 19.69 | x | | $ | 0.00 | | | | 0.00 | % | | | 0.00 | % | | $ | 360 | | | | 10.10 | % | | | 10.10 | % | | | 5.92 | % | | | 0.48 | % | | | 5.08 | % | | | 0.27 | % | | | 2.80 | % | | | | |
FFFD | North Central Bancshares of IA | | $ | 16.90 | | | $ | 22.90 | | | $ | 1.40 | | | $ | 30.01 | | | | 11.99 | x | | | 56.31 | % | | | 5.17 | % | | | 57.25 | % | | | 12.07 | x | | $ | 0.04 | | | | 0.24 | % | | | 2.84 | % | | $ | 443 | | | | 11.48 | % | | | 11.34 | % | | | 4.52 | % | | | 0.42 | % | | | 3.85 | % | | | 0.42 | % | | | 3.82 | % | | | | |
RIVR | River Valley Bancorp of IN | | $ | 16.10 | | | $ | 24.38 | | | $ | 0.78 | | | $ | 18.49 | | | | 12.58 | x | | | 87.07 | % | | | 6.10 | % | | | 87.36 | % | | | 20.64 | x | | $ | 0.84 | | | | 5.22 | % | | | 65.63 | % | | $ | 400 | | | | 8.25 | % | | | 8.23 | % | | | 4.92 | % | | | 0.50 | % | | | 6.01 | % | | | 0.30 | % | | | 3.66 | % | | | | |
WAYN | Wayne Savings Bancshares of OH | | $ | 8.35 | | | $ | 25.08 | | | $ | 0.66 | | | $ | 13.15 | | | | 12.10 | x | | | 63.50 | % | | | 6.09 | % | | | 66.85 | % | | | 12.65 | x | | $ | 0.24 | | | | 2.87 | % | | | 34.78 | % | | $ | 412 | | | | 9.60 | % | | | 9.16 | % | | | 2.54 | % | | | 0.51 | % | | | 5.39 | % | | | 0.48 | % | | | 5.15 | % | | | | |
(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.
Copyright (c) 2011 by RP® Financial, LC.