Exhibit 99.3
PRO FORMA VALUATION REPORT
MUTUAL HOLDING COMPANY
STOCK OFFERING
SSB Bancorp, Inc.│Pittsburgh, Pennsylvania
PROPOSED HOLDING COMPANY FOR:
SSB Bank│Pittsburgh, Pennsylvania

1100 North Glebe Road Suite 600
Arlington, Virginia 22201
703.528.1700
rpfinancial.com

Boards of Trustees
SSB Bancorp, MHC
SSB Bancorp, Inc.
SSB Bank
8700 Perry Highway
Pittsburgh, Pennsylvania 15237
Members of the Boards of Directors:
At your request, we have completed and hereby provide an independent appraisal ("Appraisal") of the estimated pro forma market value of the common stock which is to be issued in connection with the stock issuance transaction described below.
This Appraisal is furnished pursuant to the requirements stipulated in 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” (the “Valuation Guidelines”) of the Office of Thrift Supervision (“OTS”) and accepted by the Federal Reserve Board (“FRB”), the Office of the Comptroller of the Currency (“OCC”) and the Federal Deposit Insurance Corporation (“FDIC”) and applicable regulatory interpretations thereof.
Description of Plan of Stock Issuance
On August 23, 2017, the Board of Directors of SSB Bank (“SSB” or the “Bank”) adopted a Plan of Reorganization (the “Plan”). Pursuant to the Plan, the Bank will reorganize in to a three-tier mutual holding company structure, including SSB Bancorp, MHC (the “MHC”) and SSB Bancorp, Inc. (the “Company”). The MHC will be a top-tier mutual holding company and the Company will be the mid-tier stock holding company, which will own 100% of the outstanding common stock of SSB. The Company will issue a majority of its common stock to the MHC and sell a minority of its common stock to the public. Concurrent with the completion of the public stock offering, SSB will receive at least 50.0% of the net stock proceeds and the balance will be retained by the Company. The MHC will own a controlling interest in the Company of at least 51%, and the Company will be the sole subsidiary of the MHC. For purposes of this document, the consolidated entity will hereinafter be referred to as SSB or the Company.
The Company will offer its common stock in a subscription offering to Eligible Account Holders, Tax-Qualified Plans, Supplemental Eligible Account Holders and the MHC as such terms are defined in the Company’s Plan for purposes of applicable federal regulatory guidelines governing stock offerings by mutual institutions. 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 on a preference basis to natural persons residing in Allegheny County in Pennsylvania and other members of the general public in a community offering, and further, if appropriate, in a syndicated offering.
| |
Washington Headquarters | |
Three Ballston Plaza | Telephone: (703) 528-1700 |
1100 North Glebe Road, Suite 600 | Fax No.: (703) 528-1788 |
Arlington, VA 22201 | Toll-Free No.: (866) 723-0594 |
www.rpfinancial.com | E-Mail: mail@rpfinancial.com |
Boards of Trustees
August 18, 2017
Page 2
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 SSB and the balance of the net proceeds will be retained by the Company.
At this time, no other activities are contemplated for the Company other than the ownership of the Bank, a loan to the newly-formed employee stock ownership plan (“ESOP”) and reinvestment of the proceeds that are retained by the Company. In the future, the Company may acquire or organize other operating subsidiaries, diversify into other banking-related activities, pay dividends or repurchase its stock, although there are no specific plans to undertake such activities at the present time.
RP® Financial, LC.
RP® Financial, LC. (“RP Financial”) is a financial consulting firm serving the financial services industry nationwide that, among other things, specializes in financial valuations and analyses of business enterprises and securities, including the pro forma valuation for savings institutions converting from mutual-to-stock form. The background and experience of RP Financial is detailed in Exhibit V-1. We believe that, except for the fee we will receive for the Appraisal, we are independent of the MHC, the Company, the Bank and the other parties engaged by the MHC, the Company or the Bank to assist in the stock conversion process.
Valuation Methodology
In preparing our Appraisal, we have reviewed the regulatory applications of the Company, the Bank and the MHC, including the prospectus as filed with the Pennsylvania Department of Banking and Securities, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System and the Securities and Exchange Commission (“SEC”). We have conducted a financial analysis of the Company, the Bank and the MHC that has included a review of audited financial information for the years ended December 31, 2015 and 2016, a review of various unaudited information and internal financial reports through June 30, 2017, and due diligence related discussions with the Company’s management; Wolf & Company, P.C., the Company’s independent auditor; Luse Gorman, PC, the Company’s counsel for the stock issuance and Keefe, Bruyette & Woods, Inc., the Company’s marketing advisor in connection with the stock offering. All assumptions and conclusions set forth in the Appraisal were reached independently from such discussions. In addition, where appropriate, we have considered information based on other available published sources that we believe are reliable. While we believe the information and data gathered from all these sources are reliable, we cannot guarantee the accuracy and completeness of such information.
We have investigated the competitive environment within which SSB operates and have assessed SSB’s relative strengths and weaknesses. We have kept abreast of the changing regulatory and legislative environment for financial institutions and analyzed the potential impact on SSB and the industry as a whole. We have analyzed the potential effects of the stock offering on SSB’s operating characteristics and financial performance as they relate to the pro forma market value of the Company. We have reviewed the economic and demographic characteristics of the Bank’s primary market area. We have compared SSB’s financial performance and condition with selected publicly-traded thrifts in accordance with the Valuation Guidelines, as well as all publicly-traded thrifts and thrift holding companies. We have reviewed the current
Boards of Trustees
August 18, 2017
Page 3
conditions in the securities markets in general and the market for thrift stocks in particular, including the market for existing thrift issues and initial public offerings by thrifts and thrift holding companies. We have excluded from such analyses thrifts subject to announced or rumored acquisition, and/or institutions that exhibit other unusual characteristics.
The Appraisal is based on SSB’s representation that the information contained in the regulatory applications and additional information furnished to us by SSB and its independent auditor, legal counsel and other authorized agents are truthful, accurate and complete. We did not independently verify the financial statements and other information provided by SSB, or its independent auditor, legal counsel and other authorized agents nor did we independently value the assets or liabilities of the Bank. The valuation considers the Company only as a going concern and should not be considered as an indication of the Company’s liquidation value.
Our appraised value is predicated on a continuation of the current operating environment for the Company 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 the Company’s stock alone. It is our understanding that there are no current plans for selling control of the Company following completion of the stock offering. To the extent that such factors can be foreseen, they have been factored into our analysis.
The estimated pro forma market value is defined as the price at which the Company’s common stock, immediately upon completion of the 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.
Valuation Conclusion
It is our opinion that, as of August 18, 2017, the estimated aggregate pro forma market value of the shares to be issued immediately following the offering, both shares issued publicly as well as to the MHC, was $17,000,000 at the midpoint, equal to 1,700,000 shares issued at a per share value of $10.00. Pursuant to the conversion guidelines, the 15% offering range indicates a minimum value of $14,450,000 and a maximum value of $19,550,000. Based on the $10.00 per share offering price determined by the Board, this valuation range equates to total shares outstanding of 1,445,000 shares at the minimum of the valuation range and 1,955,000 total shares outstanding at the maximum of the valuation range. In the event that the appraised value is subject to an increase, the aggregate pro forma market value may be increased up to a super maximum value of $22,482,500 without a resolicitation. Based on the $10.00 per share offering price, the super maximum value would result in total shares outstanding of 2,248,250. The Board of Directors has established a public offering range such that the public ownership of the Company will constitute a 45.0% ownership interest of the Company. Accordingly, the offering range to the public of the minority stock will be $6,502,500 at the minimum, $7,650,000 at the midpoint, $8,797,500 at the maximum and $10,117,120 at the super maximum.
Boards of Trustees
August 18, 2017
Page 4
Limiting Factors and Considerations
The 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 determined in accordance with applicable regulatory guidelines and 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 stock offering will thereafter be able to buy or sell such shares at prices related to the foregoing valuation of the estimated pro forma market value thereof. The appraisal reflects only a valuation range as of this date for the pro forma market value of the Company immediately upon issuance of the stock and does not take into account any trading activity with respect to the purchase and sale of common stock in the secondary market on the date of issuance of such securities or at anytime thereafter following the completion of the stock offering.
RP Financial’s valuation was based on the financial condition and operations of SSB as of June 30, 2017, the date of the financial data included in the prospectus.
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 RP Financial, its principals or employees from purchasing stock of its client institutions.
This valuation will be updated as provided for in the conversion regulations and guidelines. These updates will consider, among other things, any developments or changes in the financial performance and condition of the Bank, management policies, and current conditions in the equity markets for thrift shares, both existing issues and new issues. These updates may also consider changes in other external factors which impact value including, but not limited to: various changes in the legislative and regulatory environment for financial institutions, the stock market and the market for thrift stocks, and interest rates. Should any such new developments or changes be material, in our opinion, to the valuation of the shares, appropriate adjustments to the estimated pro forma market value will be made. The reasons for any such adjustments will be explained in the update at the date of the release of the update. The valuation will also be updated at the completion of the Company’s stock offering.
| Respectfully submitted, |
| RP® FINANCIAL, LC. |
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| Director |
RP® Financial, LC. | TABLE OF CONTENTS |
| i |
TABLE OF CONTENTS
SSB Bancorp, Inc.
Pittsburgh, Pennsylvania
| | | PAGE |
DESCRIPTION | | NUMBER |
| | | |
CHAPTER ONE OVERVIEW AND FINANCIAL ANALYSIS | | |
| | | |
Introduction | | I.1 |
Plan of Conversion | | I.1 |
Strategic Overview | | I.2 |
Balance Sheet Trends | | I.4 |
Income and Expense Trends | | I.7 |
Interest Rate Risk Management | | I.11 |
Lending Activities and Strategy | | I.12 |
Loan Originations, Purchases and Sales | | I.15 |
Asset Quality | | I.16 |
Funding Composition and Strategy | | I.17 |
Subsidiary Operations | | I.17 |
Legal Proceedings | | I.17 |
| | | |
CHAPTER TWO MARKET AREA | | |
| | | |
Introduction | | II.1 |
National Economic Factors | | II.2 |
Interest Rate Environment | | II.4 |
Primary Market Area | | II.4 |
Major Market Area Employment Sectors | | II.6 |
Regional/Local Economy | | II.7 |
Unemployment Rates and Trends | | II.8 |
Market Area Deposit Characteristics | | II.9 |
Competition | | II.10 |
| | | |
CHAPTER THREE PEER GROUP ANALYSIS | | |
| | | |
Peer Group Selection | | III.1 |
Financial Condition | | III.5 |
Income and Expense Components | | III.7 |
Loan Composition | | III.10 |
Credit Risk | | III.12 |
Interest Rate Risk | | III.12 |
Summary | | III.15 |
TABLE OF CONTENTS
SSB Bancorp, Inc.
Pittsburgh, Pennsylvania
(continued)
| | | PAGE |
DESCRIPTION | | NUMBER |
| | | |
CHAPTER FOUR VALUATION ANALYSIS | | |
| | | | |
Introduction | | IV.1 |
Appraisal Guidelines | | IV.1 |
RP Financial Approach to the Valuation | | IV.1 |
Valuation Analysis | | IV.1 |
| 1. | Financial Condition | | IV.2 |
| 2. | Profitability, Growth and Viability of Earnings | | IV.4 |
| 3. | Asset Growth | | IV.6 |
| 4. | Primary Market Area | | IV.6 |
| 5. | Dividends | | IV.8 |
| 6. | Liquidity of the Shares | | IV.8 |
| 7. | Marketing of the Issue | | IV.9 |
| | A. | The Public Market | | IV.9 |
| | B. | The New Issue Market | | IV.14 |
| | C. | The Acquisition Market | | IV.16 |
| 8. | Management | | IV.18 |
| 9. | Effect of Government Regulation and Regulatory Reform | | IV.18 |
Summary of Adjustments | | IV.18 |
Valuation Approaches: Fully-Converted Basis | | IV.19 |
Basis of Valuation- Fully-Converted Pricing Ratios | | IV.20 |
| 1. | Price-to-Earnings ("P/E") | | IV.20 |
| 2. | Price-to-Book ("P/B") | | IV.21 |
| 3. | Price-to-Assets ("P/A") | | IV.24 |
Comparison to Publicly-Traded MHCs | | IV.25 |
Comparison to Recent MHC Offerings | | IV.29 |
Valuation Conclusion | | IV.30 |
RP® Financial, LC. | LIST OF TABLES |
| iii |
LIST OF TABLES
SSB Bancorp, Inc.
Pittsburgh, Pennsylvania
TABLE | | | | |
Number | | DESCRIPTION | | page |
1.1 | | Historical Balance Sheets | | I.5 |
1.2 | | Historical Income Statements | | I.8 |
| | | | |
2.1 | | Summary Demographic Data | | II.5 |
2.2 | | Primary Market Area Employment Sectors | | II.7 |
2.3 | | Market Area Largest Employers | | II.8 |
2.4 | | Unemployment Trends | | II.8 |
2.5 | | Deposit Summary | | II.9 |
2.6 | | Market Area Deposit Competitors – As of June 30, 2016 | | II.10 |
| | | | |
3.1 | | Peer Group of Publicly-Traded Thrifts | | III.3 |
3.2 | | Balance Sheet Composition and Growth Rates | | III.6 |
3.3 | | Income as a Pct. of Avg. Assets and Yields, Costs, Spreads | | III.8 |
3.4 | | Loan Portfolio Composition and Related Information | | III.11 |
3.5 | | Credit Risk Measures and Related Information | | III.13 |
3.6 | | Interest Rate Risk Measures and Net Interest Income Volatility | | III.14 |
| | | | |
4.1 | | Peer Group Market Area Unemployment Rates | | IV.7 |
4.2 | | Pricing Characteristics and After-Market Trends | | IV.15 |
4.3 | | Public Market Pricing Versus Peer Group | | IV.17 |
4.4 | | Valuation Adjustment | | IV.19 |
4.5 | | Public Market Pricing (Fully-Conversion Basis) Versus Peer Group | | IV.22 |
4.6 | | Public Market Pricing (MHC Basis) Versus Peer Group | | IV.23 |
4.7 | | MHC Institutions Implied Pricing Ratios, Full Conversion Basis and | | |
| | MHC Second Step Conversion | | IV.27 |
4.8 | | Comparative MHC Pricing Data | | IV.29 |
RP®Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS |
| I.1 |
I. Overview and Financial Analysis
Introduction
SSB is a Pennsylvania-chartered mutual savings bank located in Pittsburgh, Pennsylvania. The Bank was originally organized in 1922 as a Pennsylvania chartered mutual savings and loan association under the name Slovak Savings Bank. In 1992, the Bank converted to a mutual savings bank charter and in 2017 changed its name to “SSB Bank.”
SSB operates primarily in the “North Side” section of the city of Pittsburgh (Allegheny County), the region of the city to the north of the Allegheny and Ohio Rivers, including the “North Hills” section. The Bank maintains two banking offices in Allegheny County, with the original office located in the southern portion of the North Side, close by the Ohio River at the intersection of California and Superior Avenues. In August 2017, SSB opened a new headquarters office at 8700 Perry Highway in the North Hills area of the North Side, allowing it to vacate nearby leased space. The Bank also intends to close and sell the current California Avenue branch office location and thus conduct operations solely from the new headquarters office location. For operational purposes, the Bank considers its market area to be the region within ten miles of the current office locations. A map of the Bank’s offices is provided in Exhibit I-1. SSB is a member of the Federal Home Loan Bank (“FHLB”) system, and its deposits are insured up to the regulatory maximums by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (“FDIC”). SSB is subject to regulatory oversight and examination by the Pennsylvania Department of Banking and Securities as its chartering agency and by the FDIC for deposit insurance purposes. At June 30, 2017, SSB reported $153.6 million in assets, $114.7 million in deposits and total equity of $12.1 million, equal to 7.91% of total assets. SSB’s audited financial statements are included by reference as Exhibit I-2.
Plan of Conversion
On August 23, 2017, the Board of Directors of SSB Bank (“SSB” or the “Bank”) adopted a Plan of Reorganization (the “Plan”). Pursuant to the Plan, the Bank will reorganize in to a three-tier mutual holding company structure, including SSB Bancorp, MHC (the “MHC”) and SSB Bancorp, Inc. (the “Company”). The MHC will be a top-tier mutual holding company and the Company will be the mid-tier stock holding company, which will own 100% of the outstanding common stock of SSB. The Company will issue a majority of its common stock to the MHC and sell a minority of its common stock to the public. Concurrent with the completion of the public
RP®Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS |
| I.2 |
stock offering, SSB will receive at least 50.0% of the net stock proceeds and the balance will be retained by the Company. The MHC will own a controlling interest in the Company of at least 51%, and the Company will be the sole subsidiary of the MHC. For purposes of this document, the consolidated entity will hereinafter be referred to as SSB or the Company.
The Company will offer its common stock in a subscription offering to Eligible Account Holders, Tax-Qualified Plans, Supplemental Eligible Account Holders and the MHC as such terms are defined in the Company’s Plan for purposes of applicable federal regulatory guidelines governing stock offerings by mutual institutions. 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 on a preference basis to natural persons residing in Allegheny County in Pennsylvania and other members of the general public in a community offering, and further, if appropriate, in a syndicated offering.
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 SSB and the balance of the net proceeds will be retained by the Company.
At this time, no other activities are contemplated for the Company other than the ownership of the Bank, a loan to the newly-formed employee stock ownership plan (“ESOP”) and reinvestment of the proceeds that are retained by the Company. In the future, the Company may acquire or organize other operating subsidiaries, diversify into other banking-related activities, pay dividends or repurchase its stock, although there are no specific plans to undertake such activities at the present time.
Strategic Overview
SSB has been serving the North Side area of the city of Pittsburgh and Allegheny County as a locally-owned and operated financial institution since its founding in 1922 and has operated from the California Avenue office since the late 1920’s. For many years SSB operated as a traditional thrift institution, originating for portfolio long-term fixed rate residential loans funded with certificates of deposit. In recent years, the Bank has strived to diversify the loan portfolio into commercial real estate, multi-family real estate, commercial and industrial and construction/land loans. The Bank’s products and services are focused on the lending and investment needs of the local retail and commercial customer base as well as households in the market area. Based on the operating history and growth of the Bank since its founding, the Bank has established, to
RP®Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS |
| I.3 |
certain degree, its name recognition and overall reputation in the area. In addition, the Bank views itself as an integral part of the local communities served, and thus has historically strongly supported the retail customer base in the North Side through providing residential loan products.
SSB’s market area experienced a downturn in economic activity and related housing prices during the “great recession” of 2007-2009 which led to somewhat higher levels of non-performing assets and net losses due to these asset quality issues. Conservative lending practices limited the level of losses incurred, and SSB remained profitable over the course of the recession and the eventual economic recovery. Since the end of the great recession, the economic condition of Allegheny County, and SSB���s customer base, have improved such that the local market area economy is currently expanding in terms of population, with economic activity relatively stable. The current management team has been in place for a number of years, directing the operations of the Bank.
The equity from the stock offering will increase the Bank’s liquidity, leverage and growth capacity and the overall financial strength. SSB’s higher equity position resulting from the infusion of stock proceeds is anticipated to reduce interest rate risk through enhancing the interest-earning assets to interest-bearing liabilities (“IEA/IBL”) ratio. The increased equity is expected to reduce overall funding costs for the asset base. The Bank will also be better positioned to pursue growth and revenue diversification. The projected use of proceeds is highlighted below.
| · | The Company. The Company will retain a portion of the net conversion proceeds. At present, funds at the holding company level are expected to be initially invested primarily into short-term liquid investments, along with providing the funds for the employee stock ownership plan purchases. Over time, the funds may be utilized for various corporate purposes. |
| · | The Bank. Sufficient net conversion proceeds will be infused into the Bank as cash and equity in order to achieve a 10% tier 1 leverage ratio. Cash proceeds (i.e., net proceeds less deposits withdrawn to fund stock purchases) infused into the Bank are expected to be deposited as an interest-earning deposit, providing additional funds for reinvestment in earning assets. |
With the Bank’s enhanced equity position, following the completion of the offering, SSB intends to implement the following strategies in order to grow and achieve the Bank’s objective to develop into an independent high performing bank focused on meeting the needs of individuals, small businesses, and community organizations in Allegheny County through providing enhanced service and competitive products:
| · | Controlled loan growth with a focus on expanding commercial real estate, multi-family and commercial and industrial lending; |
RP®Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS |
| I.4 |
| · | Continue to increase core deposits, with an emphasis on low cost commercial demand deposits; |
| · | Manage credit risk to maintain a low level of nonperforming assets; and, |
| · | Manage interest rate risk by originating shorter-term to maturity or adjustable rate loans, and continue a practice of selling longer-term fixed rate residential loans into the secondary market. |
Balance Sheet Trends
Table 1.1 presents the Bank’s historical balance sheet data for the most recent five fiscal years and as of June 30, 2017, all of which reflects data for SSB as a mutual savings bank. Over this period, SSB’s total assets have increased at a 12.4% annual rate, with loans receivable, representing the majority of the asset base, increasing at a 13.3% annual rate, a slightly higher rate than assets over the same time period.
Assets have steadily increased since fiscal 2012 as a result of efforts and strategies put into place by new management. Funding for such growth consisted of both deposits and borrowings, with such interest-bearing liabilities increasing at an annualized rate of 12.9% since fiscal 2012. Newly added funds were directed primarily to the loan portfolio, which has been maintained at above 80% of assets over the time period shown in Table 1.1. Cash and investments have been maintained at sufficient levels for liquidity purposes, while some funds have been placed into fixed assets or bank owned life insurance (“BOLI”). Equity reached $12.1 million at June 30, 2017, or 7.91% of assets. A summary of SSB’s key operating ratios for the past five years is presented in Exhibit I-3.
A key long term business strategy of SSB is to maintain a significant investment in whole loans receivable. As such, the Bank’s loan portfolio totaled $130.8 million, or 85.1% of assets at June 30, 2017, an increase from $74.6 million, or 82.3% of assets as of December 31, 2012. From fiscal 2012 through June 30, 2017, the increase in the loan balance was enabled though the overall increase in balance sheet funding. The combination of the increase in loans receivable as a percent of assets and the additional use of borrowings to fund assets resulted in the loan/deposit ratio increasing from 91.8% at December 31, 2012 to 114.0% at June 30, 2017.
SSB’s investment in loans reflects the Bank’s historical concentration in traditional long-term fixed rate 1-4 family residential loans, along with an increasing level of diversity into commercial real estate, multi-family, commercial business and construction/land lending. The 1-4 family residential loan portfolio comprised approximately 58% of total loans as of June 30, 2017.
RP®Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS |
| I.5 |
Table 1.1
SSB Bank
Historical Balance Sheets
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2012-2017 | |
| | As of December 31, | | | As of: | | | Annualized | |
| | 2012(1) | | | 2013 | | | 2014 | | | 2015 | | | 2016 | | | June 30, 2017 | | | Growth | |
| | Amount | | | Pct(2) | | | Amount | | | Pct(2) | | | Amount | | | Pct(2) | | | Amount | | | Pct(2) | | | Amount | | | Pct(2) | | | Amount | | | Pct(2) | | | Pct | |
| | ($000) | | | (%) | | | ($000) | | | (%) | | | ($000) | | | (%) | | | ($000) | | | (%) | | | ($000) | | | (%) | | | ($000) | | | (%) | | | (%) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Amount of: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Assets | | $ | 90,663 | | | | 100.00 | % | | $ | 108,328 | | | | 100.00 | % | | $ | 119,786 | | | | 100.00 | % | | $ | 127,950 | | | | 100.00 | % | | $ | 141,314 | | | | 100.00 | % | | $ | 153,632 | | | | 100.00 | % | | | 12.43 | % |
Loans Receivable (net) (3) | | | 74,576 | | | | 82.26 | % | | | 92,756 | | | | 85.63 | % | | | 108,565 | | | | 90.63 | % | | | 104,080 | | | | 81.34 | % | | | 123,689 | | | | 87.53 | % | | | 130,781 | | | | 85.13 | % | | | 13.29 | % |
Cash and Equivalents | | | 9,356 | | | | 10.32 | % | | | 7,350 | | | | 6.78 | % | | | 5,017 | | | | 4.19 | % | | | 14,122 | | | | 11.04 | % | | | 6,831 | | | | 4.83 | % | | | 10,794 | | | | 7.03 | % | | | 3.23 | % |
Investment Securities | | | 5,089 | | | | 5.61 | % | | | 6,471 | | | | 5.97 | % | | | 4,820 | | | | 4.02 | % | | | 5,976 | | | | 4.67 | % | | | 5,980 | | | | 4.23 | % | | | 5,798 | | | | 3.77 | % | | | 2.94 | % |
Deferred Tax Asset | | | 361 | | | | 0.40 | % | | | 459 | | | | 0.42 | % | | | 593 | | | | 0.50 | % | | | 494 | | | | 0.39 | % | | | 598 | | | | 0.42 | % | | | 548 | | | | 0.36 | % | | | 9.72 | % |
Fixed Assets | | | 431 | | | | 0.48 | % | | | 414 | | | | 0.38 | % | | | 335 | | | | 0.28 | % | | | 973 | | | | 0.76 | % | | | 1,679 | | | | 1.19 | % | | | 2,883 | | | | 1.88 | % | | | 52.55 | % |
OREO | | | 57 | | | | 0.06 | % | | | 161 | | | | 0.15 | % | | | 31 | | | | 0.03 | % | | | 66 | | | | 0.05 | % | | | 63 | | | | 0.04 | % | | | 59 | | | | 0.04 | % | | | 0.77 | % |
Bank Owned Life Insurance | | | 0 | | | | 0.00 | % | | | 303 | | | | 0.28 | % | | | 0 | | | | 0.00 | % | | | 1,507 | | | | 1.18 | % | | | 1,557 | | | | 1.10 | % | | | 1,581 | | | | 1.03 | % | | | NM | |
Other Assets | | | 793 | | | | 0.87 | % | | | 414 | | | | 0.38 | % | | | 424 | | | | 0.35 | % | | | 730 | | | | 0.57 | % | | | 917 | | | | 0.65 | % | | | 1,188 | | | | 0.77 | % | | | 9.40 | % |
Deposits | | $ | 81,201 | | | | 89.56 | % | | $ | 87,724 | | | | 80.98 | % | | $ | 96,231 | | | | 80.34 | % | | $ | 96,577 | | | | 75.48 | % | | $ | 109,371 | | | | 77.40 | % | | $ | 114,725 | | | | 74.68 | % | | | 7.98 | % |
Borrowings | | | 0 | | | | 0.00 | % | | | 10,000 | | | | 9.23 | % | | | 12,000 | | | | 10.02 | % | | | 19,125 | | | | 14.95 | % | | | 19,125 | | | | 13.53 | % | | | 25,375 | | | | 16.52 | % | | | NM | |
Other Liabilities | | | 416 | | | | 0.46 | % | | | 1,138 | | | | 1.05 | % | | | 1,523 | | | | 1.27 | % | | | 1,244 | | | | 0.97 | % | | | 1,261 | | | | 0.89 | % | | | 1,387 | | | | 0.90 | % | | | 30.68 | % |
Net Worth | | | 9,046 | | | | 9.98 | % | | | 9,466 | | | | 8.74 | % | | | 10,032 | | | | 8.38 | % | | | 11,004 | | | | 8.60 | % | | | 11,559 | | | | 8.18 | % | | | 12,145 | | | | 7.91 | % | | | 6.77 | % |
Tangible Net Worth | | | 9,046 | | | | 9.98 | % | | | 9,466 | | | | 8.74 | % | | | 10,032 | | | | 8.38 | % | | | 11,004 | | | | 8.60 | % | | | 11,559 | | | | 8.18 | % | | | 12,145 | | | | 7.91 | % | | | 6.77 | % |
Net Unrealized Gain/(Loss) on | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment/MBS Available for Sale | | $ | 89 | | | | 0.10 | % | | $ | 2 | | | | 0.00 | % | | $ | 0 | | | | 0.00 | % | | $ | 7 | | | | 0.01 | % | | $ | (47 | ) | | | -0.03 | % | | $ | (13 | ) | | | -0.01 | % | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans/Deposits | | | 91.84 | % | | | | | | | 105.74 | % | | | | | | | 112.82 | % | | | | | | | 107.77 | % | | | | | | | 113.09 | % | | | | | | | 114.00 | % | | | | | | | | |
Offices Open | | | 1 | | | | | | | | 1 | | | | | | | | 1 | | | | | | | | 1 | | | | | | | | 1 | | | | | | | | 1 | | | | | | | | | |
| (1) | Fiscal 2012 data from call report. |
| (2) | Ratios are as a percent of ending assets. |
| (3) | Includes loans held for sale. |
Source: SSB's preliminary prospectus, audited financial reports, call reports.
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| I.6 |
In recent years, the Bank has been pursuing a diversification strategy and emphasizing growth in the commercial real estate and commercial and industrial loan portfolio, as such loans totaled 39.2% of total loans at the same date. These commercial loans increased from $27.6 million, or 26.4% of loans at December 31, 2015 to $51.6 million at June 30, 2017. The commercial real estate and commercial and industrial lending activities represent a primary part of the Bank’s business strategy to maximize revenue (in terms of yield on portfolio loans) and provide benefits in areas such as interest rate risk. SSB historically originated limited volumes of consumer loans to customers, which included second position home equity lines of credit and home equity loans, and other consumer type loans. This type of lending has remained modest in recent years, and consumer/home equity loans totaled $3.4 million, or 2.6% of loans as of June 30, 2017. A recent The Bank also follows a strategy of selling essentially all long-term fixed rate 1-4 family residential loans into the secondary market for interest rate risk management benefits.
As indicated above, the Bank’s loan portfolio comprises over 80% of assets. The intent of the Bank’s cash and investment policy is to provide adequate liquidity and to generate a favorable return within the context of supporting SSB’s cash operating needs and credit and interest rate risk objectives. Historically, the level of cash and equivalents has remained in the range of 8% to 16% of assets, which has been sufficient for daily operational needs. The ratio equaled 10.8% as of June 30, 2017. As of June 30, 2017, the portfolio of cash and cash equivalents totaled $10.8 million, equal to 7.0% of assets.
Regarding the investment securities portfolio, as of June 30, 2017 the Bank held a modest portfolio of investments in the form of mortgage backed securities, US treasury securities, municipal bonds and corporate bonds. SSB also maintained insured investments in certificates of deposit in other financial institutions. The only other investment security consisted of the required investment of FHLB of Pittsburgh of $1.9 million. The level of cash and investments is anticipated to increase initially following conversion, pending gradual redeployment into higher yielding loans. Details of the Bank’s investment securities portfolio are presented in Exhibit I-4.
SSB owns the new office building at 8700 Perry Highway and the original main office on California Avenue. The lease on the operations center on Perry Highway will terminate in early 2018. The new office building was occupied in August 2017 and accounts for most of the fixed assets investment on the balance sheet. This office, along with investment in the California Avenue branch office (including land, buildings, and furniture, fixtures and equipment), totaled $2.9 million, or 1.9% of assets as of June 30, 2017. The investment in fixed assets has increased substantially reflecting the construction of the new Perry Highway office building.
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| I.7 |
Reflecting favorable asset quality, the balance of other real estate owned (“OREO”) has remained at minimal levels since fiscal 2012, and totaled $59,000 as of June 30, 2017. SSB also maintains an investment in bank-owned life insurance (“BOLI”) policies, as a source of funding for employee benefit expenses and to provide tax-advantaged income. As of June 30, 2017, the cash surrender value of the Bank’s BOLI equaled $1.6 million or 1.03% of assets.
Since December 31, 2012, SSB’s funding needs have been provided by retail deposits, borrowings and retained earnings. In contrast to the modest increase in assets, the balance of the Bank’s deposits has increased at a more moderate pace since 2012, recording an annualized growth rate of 8.0%. As a result of the growth in assets, and increasing use of borrowed funds, the proportion of assets funded with deposits has declined from 89.6% to 74.7% since fiscal 2012. The Bank maintains a concentration of deposits in certificates of deposit (reflective of the traditional thrift operations), which comprised 64.4% of deposits at June 30, 2017, with this ratio staying relatively consisted with the rate as of December 31, 2015.
As noted above, a portion of recent asset growth has been funded with borrowed funds, with borrowings used based on the indicated cost of these funds in comparison to deposits, along with the ability to obtain such funds in a timely manner to support the lending and overall growth objectives. Borrowings thus increased from a zero balance as of December 31, 2012 to $25.4 million, or 16.5% of assets as of June 30, 2017.
The balance of equity increased between fiscal 2012 and June 30, 2016 as SSB recorded consistent profitable operations. Reflecting the combination of this increase in equity and the increase in assets over that time period, the equity-to-assets ratio decreased from 9.98% at year end 2012 to 7.91% at June 30, 2017. All of the Bank’s equity is tangible, and the Bank maintained surpluses relative to all of its regulatory capital requirements at June 30, 2017. The pro forma return on equity (“ROE”) is expected to initially decline given the increased equity position.
Income and Expense Trends
Table 1.2 presents the Bank’s income and expense trends over the past five fiscal years and for the 12 months ended June 30, 2017. The table reveals that the Bank has recorded consistently profitable operations over the time period, evidence of a properly structured revenue and expense bases. Profitability has averaged 0.54% of average assets since fiscal 2012. Non-operating items have been substantially limited and consistent only of gains on the sale of investment securities. Net interest income and operating expenses represent the primary
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| I.8 |
Table 1.2
SSB Bank
Historical Income Statements
| | For the Fiscal Year Ended December 31, | | | 12 Mths Ended, | |
| | 2012 (1) | | | 2013 | | | 2014 | | | 2015 | | | 2016 | | | June 30, 2017 (3) | |
| | Amount | | | Pct(1) | | | Amount | | | Pct(1) | | | Amount | | | Pct(1) | | | Amount | | | Pct(1) | | | Amount | | | Pct(1) | | | Amount | | | Pct(1) | |
| | ($000) | | | (%) | | | ($000) | | | (%) | | | ($000) | | | (%) | | | ($000) | | | (%) | | | ($000) | | | (%) | | | ($000) | | | (%) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest Income | | $ | 4,190 | | | | 4.57 | % | | $ | 4,246 | | | | 4.27 | % | | $ | 4,736 | | | | 4.16 | % | | $ | 5,079 | | | | 4.09 | % | | $ | 5,328 | | | | 3.94 | % | | $ | 6,027 | | | | 4.15 | % |
Interest Expense | | | (1,531 | ) | | | -1.67 | % | | | (1,372 | ) | | | -1.38 | % | | | (1,481 | ) | | | -1.30 | % | | | (1,719 | ) | | | -1.38 | % | | | (1,999 | ) | | | -1.48 | % | | | (2,149 | ) | | | -1.48 | % |
Net Interest Income | | $ | 2,659 | | | | 2.90 | % | | $ | 2,874 | | | | 2.89 | % | | $ | 3,254 | | | | 2.86 | % | | $ | 3,360 | | | | 2.70 | % | | $ | 3,330 | | | | 2.46 | % | | $ | 3,879 | | | | 2.67 | % |
Provision for Loan Losses | | | (249 | ) | | | -0.27 | % | | | (99 | ) | | | -0.10 | % | | | (192 | ) | | | -0.17 | % | | | 42 | | | | 0.03 | % | | | (30 | ) | | | -0.02 | % | | | (59 | ) | | | -0.04 | % |
Net Interest Income after Provisions | | $ | 2,410 | | | | 2.63 | % | | $ | 2,775 | | | | 2.79 | % | | $ | 3,062 | | | | 2.69 | % | | $ | 3,402 | | | | 2.74 | % | | $ | 3,300 | | | | 2.44 | % | | $ | 3,820 | | | | 2.63 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other Income | | $ | 3 | | | | 0.00 | % | | $ | 7 | | | | 0.01 | % | | $ | 6 | | | | 0.01 | % | | $ | 55 | | | | 0.04 | % | | $ | 152 | | | | 0.11 | % | | $ | 147 | | | | 0.10 | % |
Gain(Loss) on Sale of Loans | | | 0 | | | | 0.00 | % | | | 0 | | | | 0.00 | % | | | 121 | | | | 0.11 | % | | | 269 | | | | 0.22 | % | | | (196 | ) | | | -0.14 | % | | | (75 | ) | | | -0.05 | % |
Operating Expense | | | (1,858 | ) | | | -2.03 | % | | | (2,061 | ) | | | -2.07 | % | | | (2,278 | ) | | | -2.00 | % | | | (2,192 | ) | | | -1.76 | % | | | (2,343 | ) | | | -1.73 | % | | | (2,586 | ) | | | -1.78 | % |
Net Operating Income | | $ | 555 | | | | 0.61 | % | | $ | 721 | | | | 0.72 | % | | $ | 911 | | | | 0.80 | % | | $ | 1,534 | | | | 1.23 | % | | $ | 913 | | | | 0.68 | % | | $ | 1,306 | | | | 0.90 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
OREO Expense | | $ | 0 | | | | 0.00 | % | | $ | 0 | | | | 0.00 | % | | $ | 0 | | | | 0.00 | % | | $ | 0 | | | | 0.00 | % | | $ | 0 | | | | 0.00 | % | | $ | 0 | | | | 0.00 | % |
Termination Expense-Former CEO | | | 0 | | | | 0.00 | % | | | 0 | | | | 0.00 | % | | | 0 | | | | 0.00 | % | | | 0 | | | | 0.00 | % | | | 0 | | | | 0.00 | % | | | 0 | | | | 0.00 | % |
Gain on Sale of Investments | | | 49 | | | | 0.05 | % | | | 5 | | | | 0.01 | % | | | 1 | | | | 0.00 | % | | | 0 | | | | 0.00 | % | | | 1 | | | | 0.00 | % | | | (0 | ) | | | 0.00 | % |
Total Non-Operating Income (Exp.) | | $ | 49 | | | | 0.05 | % | | $ | 5 | | | | 0.01 | % | | $ | 1 | | | | 0.00 | % | | $ | 0 | | | | 0.00 | % | | $ | 1 | | | | 0.00 | % | | $ | (0 | ) | | | 0.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Income Before Tax | | $ | 604 | | | | 0.66 | % | | $ | 726 | | | | 0.73 | % | | $ | 913 | | | | 0.80 | % | | $ | 1,534 | | | | 1.23 | % | | $ | 914 | | | | 0.68 | % | | $ | 1,306 | | | | 0.90 | % |
Income Taxes | | | (219 | ) | | | -0.24 | % | | | (218 | ) | | | -0.22 | % | | | (355 | ) | | | -0.31 | % | | | (577 | ) | | | -0.46 | % | | | (306 | ) | | | -0.23 | % | | | (466 | ) | | | -0.32 | % |
Net Income (Loss) | | $ | 385 | | | | 0.42 | % | | $ | 508 | | | | 0.51 | % | | $ | 557 | | | | 0.49 | % | | $ | 957 | | | | 0.77 | % | | $ | 608 | | | | 0.45 | % | | $ | 840 | | | | 0.58 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted Earnings: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Income | | $ | 385 | | | | 0.42 | % | | $ | 508 | | | | 0.51 | % | | $ | 557 | | | | 0.49 | % | | $ | 957 | | | | 0.77 | % | | $ | 608 | | | | 0.45 | % | | $ | 840 | | | | 0.58 | % |
Add(Deduct): Non-Operating (Inc)/Exp | | | (49 | ) | | | -0.05 | % | | | (5 | ) | | | -0.01 | % | | | (1 | ) | | | 0.00 | % | | | 0 | | | | 0.00 | % | | | (1 | ) | | | 0.00 | % | | | 0 | | | | 0.00 | % |
Tax Effect | | | 17 | | | | 0.02 | % | | | 2 | | | | 0.00 | % | | | 0 | | | | 0.00 | % | | | 0 | | | | 0.00 | % | | | 0 | | | | 0.00 | % | | | (0 | ) | | | 0.00 | % |
Adjusted Earnings: | | $ | 353 | | | | 0.38 | % | | $ | 504 | | | | 0.51 | % | | $ | 556 | | | | 0.49 | % | | $ | 957 | | | | 0.77 | % | | $ | 608 | | | | 0.45 | % | | $ | 841 | | | | 0.58 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Memo: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Efficiency Ratio (%) | | | 69.80 | % | | | | | | | 71.56 | % | | | | | | | 67.36 | % | | | | | | | 59.49 | % | | | | | | | 71.29 | % | | | | | | | 65.44 | % | | | | |
Return on Equity (%) | | | 4.38 | % | | | | | | | 5.47 | % | | | | | | | 5.74 | % | | | | | | | 8.27 | % | | | | | | | 6.98 | % | | | | | | | 8.87 | % | | | | |
Effective Tax Rate (%) | | | 36.26 | % | | | | | | | 30.07 | % | | | | | | | 38.94 | % | | | | | | | 37.62 | % | | | | | | | 33.43 | % | | | | | | | 35.65 | % | | | | |
| (1) | Fiscal 2012 data from call report. |
| (2) | Ratios are as a percent of average assets. |
| (3) | Internal financial statements, call reports. |
Source: SSB's preliminary prospectus, audited financial reports, call reports.
RP®Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS |
| I.9 |
components of the Bank’s income statement. Other revenues for the Bank largely are derived from customer service fees and charges on the deposit base and lending operations, along with mortgage banking income or losses in the most recent periods. The level of loan loss provisions has remained low reflecting favorable asset quality trends since fiscal 2012.
SSB’s net interest income to average assets ratio has reflected the impact of market interest rate trends and internal lending strategies over the time period shown in Table 1.2. Net interest income as a percent of average assets has decreased from a high of 2.90% during fiscal 2012 to 2.67% for the most recent 12 month period. The net interest income ratio is supported by several factors, including: (1) the high proportion of loans on the balance sheet as a percent of assets; (2) the relatively significant fixed rate residential loan portfolio and increasing diversification into higher yielding commercial real estate and non-real estate loans; (3) the prevailing low interest rate environment, which has kept deposit funding costs low; and, (4) the relatively modest level of non- accruing loans, which would act to reduce the level of interest income recognized. Interest income as a percent of average assets has decreased from 4.57% for fiscal 2012 to 4.15% for the latest 12 month period. While interest expense as a percent of average assets has also declined over the Table 1.2 time period, the interest expense ratio has increased from a low point as of December 31, 2014, reflecting in part the impact of recent increases in market interest rates by the Federal Reserve and the use of borrowed funds by SSB which are in general higher costing funds. The Bank’s interest rate spreads and yields and costs for the past three years are set forth in Exhibits I-3 and I-5.
Non-interest operating income has historically been a modest contributor to the Bank’s income statement, and averaged 0.04% of average assets for fiscal years 2012 through June 30, 2017 and equaled 0.10% of average assets for the most recent 12 month period. Historically, SSB did not recognize notable levels of fee income from typical sources such as deposit account fees, and the recent increase in non-interest income is from in part the BOLI investment income and from income on loan servicing activities related to the loan sales activities. For the 12 months ended June 30, 2017, non-interest income totaled $147,000, or 0.10% of average assets.
As noted above, the Bank follows a strategy of selling essentially all long-term fixed rate residential loans into the secondary market, mostly on a servicing retained basis. Thus, the Bank records income on gains on sale of loans sold. For the most recent period, the booking of loans held for sale resulted in a net loss given the movement of interest rates during the sales process.
Operating expenses represent the other major component of the Bank’s income statement, with such expenses showing a downward trend over the time period covered in Table
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| I.10 |
1.2 as a percent of average assets, as the Bank has successfully expanded the asset base and operations at a faster pace than the increase in expenses. Total operating expenses equaled $2.6 million, or 1.78% of average assets during the 12 months ended June 30, 2017. The increase in the dollar amount of operating expenses since 2012 reflects general inflation costs, the overall costs of operations and the hiring of a number of new employees to staff the various operating departments of the Bank, including the lending operations. Additional pressure on increasing operating expenses may include higher data processing and marketing costs as the Bank attempts to continue to grow the balance sheet and loan portfolio. Upward pressure will be placed on the Bank’s expense ratio following the stock offering, due to expenses associated with operating as a publicly-traded company, including expenses related to the stock benefit plans.
The trends in the net interest income and operating expense ratios since fiscal 2012 have caused the expense coverage ratio (net interest income divided by operating expenses) to increase gradually from a low of 138.8% in fiscal 2012 to 150.0% for the period ending June 30, 2017, as the operating expense ratio has declined faster than the net interest income ratio. Also reflecting a similar trend, SSB’s efficiency ratio (operating expenses, net of amortization of intangibles, as a percent of the sum of net interest income and other operating income, including mortgage banking income) has decreased from 69.8% for fiscal 2012 to 65.4% for the 12 months ended June 30, 2017.
As noted earlier, loan loss provisions had a modest impact on the income statement as SSB has maintained favorable asset quality ratios and recorded limited asset chargeoffs. Loan loss provisions have averaged $97,000 over the time period in Table 1.2, and equaled $59,000, or 0.04% of average assets for the 12 months ended June 30, 2017. As of June 30, 2017, ALLLs equaled 63.44% of non-performing loans and 0.71% of total loans receivable. Exhibit I-6 sets forth the Bank’s allowance for loan loss activity during the past five years.
Non-operating items have had a minimal impact on the Bank’s income statement since fiscal 2012 and have consisted of gains on the sale of investment securities. There were no non-operating income or expense items during the most recent 12 month period.
SSB’s effective tax rate has been in the range of 30% to 39% since fiscal 2012, reflecting the marginal federal and state tax rates and offset for certain items, including the tax-advantaged income from the BOLI investment. The Bank’s marginal effective statutory tax rate approximates 41.6%, and this is the rate utilized to calculate the net reinvestment benefit from the offering proceeds.
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| I.11 |
Interest Rate Risk Management
SSB’s balance sheet is liability-sensitive in the shorter-term and, thus, the net interest margin will typically be unfavorably affected during periods of rising and higher interest rates. SSB measures its interest rate risk exposure by use of the net portfolio value of equity (“NPV”) methodology, which provides an analysis of estimated changes in the Bank’s NPV under the assumed instantaneous changes in the U.S. treasury yield curve. Utilizing figures as of June 30, 2017, based on a 2.0% instantaneous and sustained increase in interest rates, the NEV model indicates that the Bank’s NEV would decrease by 20.5% (see Exhibit I-7).
The Bank pursues strategies to manage interest rate risk, particularly with respect to seeking to limit the repricing mismatch between interest rate sensitive assets and liabilities. The Bank manages interest rate risk from the asset side of the balance sheet through diversifying into other types of lending beyond 1-4 family permanent mortgage loans such as originating commercial real estate, commercial business and construction/land loans, all of which have shorter terms to repricing or maturity, and carry higher interest rates. The Bank also sells a majority of the longer term fixed rate 1-4 family residential loan originations in to the secondary market. On the liability side of the balance sheet, management of interest rate risk has been pursued through growing the volume of deposits in lower cost and less interest rate sensitive transaction and savings accounts, and attempting to reduce dependence on higher cost certificates of deposits. Core deposits, which consist of transaction and savings accounts, comprised 35.6% of the Bank’s deposits at June 30, 2017. As of June 30, 2017, of the Bank’s total loans due after June 30, 2018, ARM loans comprised 13.2% of those loans (see Exhibit I-8). In addition, the Bank maintains a notable balance of cash and cash equivalents, which provide for short-term to maturity funds on the balance sheet. The infusion of stock proceeds will serve to further limit the Bank’s interest rate risk exposure, as most of the net proceeds will be redeployed into interest-earning assets and the increase in the Bank’s capital will lessen the proportion of interest rate sensitive liabilities funding assets.
There are numerous limitations inherent in interest rate risk analyses such as the credit risk of Bank’s loans pursuant to changing interest rates. Additionally, such analyses do not measure the impact of changing spread relationships, as interest rates among various asset and liability accounts rarely move in tandem, as the shape of the yield curve for various types of assets and liabilities is constantly changing in response to investor perceptions and economic events and circumstances.
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| I.12 |
Lending Activities and Strategy
SSB operates two principal lending activities: (1) the origination of 1-4 family residential first mortgage loans, originated for retention in portfolio and for sale; and, (2) commercial real estate, commercial business and construction/land loans as part of a commercial lending focus. In recent periods, SSB has increased its focus on commercial lending in an effort to diversify its overall loan portfolio, shorten the term-to-maturity or repricing, and increase the overall yield earned on loans. Details of the Bank’s loan portfolio composition are shown in Exhibit I-9, while Exhibit I-10 provides details of the Bank’s loan portfolio by contractual maturity date and Exhibit I-11 presents information on loan originations, purchases and sales.
Residential Real Estate Lending
SSB’s historical lending focus has been the origination of first position fixed-rate 1-4 family residential real estate loans. Loans are originated both for portfolio and for sale. Currently, SSB retains all adjustable-rate residential mortgage loans originated and sells most of the fixed-rate residential mortgage loans that are originated with servicing rights retained. The loans are usually sold to the Mortgage Partnership Finance program operated by the FHLB of Pittsburgh. As of June 30, 2017, residential first position mortgage loans equaled $76.6 million, or 58.3% of total loans, with adjustable rate loans totaling approximately 10% of total residential first mortgage loans. As shown in Exhibit I-9, the balance of first and second position residential mortgage loans has increased modestly since December 31, 2015, given the increased focus on other lending activities.
SSB’s first mortgage loans have generally been underwritten to internal guidelines, although the Bank has recently begun following documentation practices of the primarily government mortgage agencies. Most of the 1-4 family mortgage loans are secured by residences in the Allegheny County market surrounding the office locations. Loan-to-value ratios (“LTV”) of mortgage loans are generally limited to 80% LTV or the purchase price, whichever is lower, or up to 95% if the loans carry private mortgage insurance. Fixed rate 1-4 family residential real estate loans typically have terms of up to 30 years, while adjustable rate loans have an initial five year fixed interest rate period followed by annual adjustments to the interest rate. Interest rates are generally based on LIBOR. SSB does not offer “interest only” or “negative amortization” loans, which have higher risk underwriting characteristics. The Bank does offer “subprime” 1-4 family residential real estate loans, which are considered to be offered to borrowers with credit scores less than 660. These loans are analyzed on a month basis.
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| I.13 |
Second position residential loans totaled a minimal $1.3 million as of June 30, 2017, consisting of $1.2 million of home equity lines of credit and $0.1 million of home equity loans. These loans are provided as an additional lending service to customers.
Commercial Real Estate/Multi-Family Lending (balances include of construction loans)
As of June 30, 2017, commercial real estate/multi-family loans totaled $41.6 million, or 31.6% of the total loan portfolio, and the balances of these loans have been trending upward in recent years due to the Bank’s focus to diversify its loan portfolio and increase yield. As of December 31, 2015, commercial real estate/multi-family loans totaled $23.2 million, or 22.2% of the total loan portfolio. These types of loans are attractive credits given the higher yields, larger balances, shorter duration and prospective relationship potential.
Commercial real estate loans (“CRE”) are generally balloon loans with an initial term of five years at a fixed rate and an amortization term of 20 years, with a balloon payment at the end of the initial term. The Bank also originates fixed rate CRE loans without balloon terms. The maximum LTVs are generally 80% of the lower of cost or appraised value of the property securing the loan. Loan amounts are generally limited to 10% of capital, or approximately $1.2 million as of June 30, 2017. SSB also at times sells participation interests in individual commercial real estate loans in order to reduce portfolio risk and manage liquidity. The Bank attempts to retain 50% of the loan amount and continue to service these loans.
These loans are generally priced at a higher rate of interest, have larger balances and involve a greater risk profile than 1-4 residential mortgage loans. Often the payments on commercial real estate loans are dependent on successful operations and management of the property. When originating commercial real estate loans, the Bank evaluates the qualifications and financial condition of the borrower, as well as the value and condition of the property securing the loan. The Bank will also generally require and obtain personal guarantees from the principals. The commercial real estate loans are generally secured by hotels, mixed-use properties, which may include retail space or office space, and 1-4 family owner-occupied and non-owner occupied investment properties in the primary market area.
Multi-family loans are typically secured by properties consisting of five to six rental units, with the properties within the Allegheny County primary market area. Multi-family residential real estate loans are generally balloon loans, with five-year, seven-year or ten-year fixed-interest rate terms based on a 20-year amortization schedule. The maximum loan-to-value ratio of multi-family property loans is generally 80% and the loans-to-one borrower ratio is limited to 10% of
RP®Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS |
| I.14 |
capital, or approximately $1.0 million. Similar to CRE loans, SSB also at times sells participation interests in individual multi-family loans in order to reduce portfolio risk and manage liquidity. The Bank attempts to retain 50% of the loan amount and continue to service these loans.
As with CRE loans, when originating multi-family loans, the Bank evaluates the qualifications and financial condition of the borrower, as well as the value and condition of the property securing the loan. The Bank will also generally require and obtain personal guarantees from the principals.
Construction Loans
Construction loans representing an area of lending diversification for SSB. Construction loans are made to individuals and a few local builders to finance the construction of 1-4 family residential properties and commercial and multi-family properties. The loans are generally secured by properties within Allegheny County. The Bank does not usually originate speculative construction loans, and the Bank did not have any such loans outstanding as of June 30, 2017. Residential construction loans generally have initial terms of up to 12 months, during which the borrow pays interest only. Upon completion of construction, these loans convert to fixed rate permanent loans which the Bank attempts to sell with servicing retained.
SSB also originates commercial and multi-family real estate construction loans which typically involve purchase and renovation projects, and are primarily secured by non-owner-occupied located within the Pittsburgh city limits. Construction periods may last up to 18 months during which the loan payments are interest only. Upon completion of construction, commercial construction loans generally become fixed-rate five- year balloon loans, based on a 20-year amortization schedule. Commercial construction and development loans may not exceed 20% of capital, or approximately $2.4 million at June 30, 2017, and the maximum loan-to-value ratio of such loans is generally 50%.
Construction loans generally involve greater credit risk than improved owner-occupied real estate lending. SSB reviews and inspects each property before disbursement of loan funds, and also requires detailed cost estimates to complete the construction project and an appraisal of the property.
Commercial Business Lending
As part of the full-service business lending philosophy, SSB originates commercial business loans on non-real estate commercial business assets including lines of credit. The Bank
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| I.15 |
originates commercial business loans to small businesses, professionals and sole proprietorships located in its market area. As of June 30, 2017, the Bank had $9.9 million of commercial business loans in portfolio, equal to 7.6% of total loans, an increase from $4.4 million, or 4.2% of loans as of June 30, 2017. SSB encourages the borrowers to maintain their primary deposit accounts with the Bank.
Commercial business loans include term loans and lines of credit. Lines of credit typically carry variable interest rates that adjust annually or are tied to an index. Term loans are usuallyk fixed rate loans for equipment and have terms of up to seven years and a maximum LTV ratio of 100%. Commercial business loans have greater credit risk compared to 1-4 family residential real estate loans, because the availability of funds for the repayment of commercial business loans are dependent on the success of the business and the general economic environment of the Bank’s market area. The Bank generally considers the financial statements, debt service capabilities, cash flows and the Bank’s history of the borrower.
Consumer Lending
To a minor extent, SSB originates a variety of consumer loans to individuals who reside or work in the Bank’s market area, including loans secured by new and used automobiles, second mortgage loans, home equity lines of credit and unsecured lines of credit. As of June 30, 2017, consumer loans totaled $3.4 million, or 2.6% of total loans. The Bank offers such loans since they tend to have shorter maturities and higher interest rates than mortgage loans. These loans also help to expand and create stronger customer relationships and opportunities for cross-marketing. Consumer loans have greater risk compared to mortgage loans, due to their dependence on the borrower’s continuing financial stability.
Home equity lines of credit are limited to $250,000 in balance, are prime-based loans that reset each calendar year quarter, and generally have terms of up to 10 years. Home equity loan usually have terms of up to 20 years and LTV’s of up to 90% after taking into account any 1st position mortgage on the subject property. Automobile loans generally have a maximum term of seven years and maximum amount of $75,000 for new vehicles.
Loan Originations, Purchases and Sales
All lending activities are conducted by bank personnel located at the office locations, underwritten pursuant to bank policies and procedures. Loan sources typically include loan officers, marketing efforts, the existing customer base, walk-in customers and referrals from real
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| I.16 |
estate brokers, builders and attorneys. SSB also occasionally purchases whole loans (1-4 family residential mortgage loans) from third parties such as correspondent banks to supplement internal loan production. Most of the purchased loans involve borrowers located in the Bank’s primary market area.
As indicated earlier, SSB retains all adjustable-rate residential mortgage loans originated and sells most of the fixed-rate residential mortgage loans that are originated with servicing rights retained. The loans are usually sold to the Mortgage Partnership Finance program operated by the FHLB of Pittsburgh. Further, as noted above, SSB may purchase or sell participation interests in individual commercial loans to reduce portfolio risk and manage liquidity. Such loans are underwritten pursuant to existing bank underwriting criteria and procedures. The Bank attempts to retain 50% of the loan amount and continue to service these loans. The Bank sold $8.8 million of loans during the six months ended June 30, 2017. Exhibit I-11 contains information regarding the Bank’s loan originations, purchases and sales activities.
Asset Quality
SSB’s lending operations include originations of commercial real estate/multi-family, commercial business, construction/land and consumer loans for portfolio, all of which carry a higher risk profile than traditional 1-4 family mortgage lending. Since fiscal 2015 the Bank has recorded a declining level of non-performing assets (“NPAs”), consisting of non-accruing loans accruing loans more than 90 days delinquent, OREO and performing troubled debt restructured loans. NPAs have ranged from a low of $2.4 million as of December 31, 2016 to a high of $3.5 million at December 31, 2015. At June 30, 2017, non-accruing loans totaled $2.0 million and accruing loans more than 90 days delinquent equaled $299,000. The non-accruing loans were comprised of 1-4 family first and second position loans (90%) and commercial loans (10%). Exhibit I-12 presents a history of NPAs for the Bank since 2015. Performing TDRs equaled $253,000 as of June 30, 2017, all of which were secured by residential property.
To track the Bank’s asset quality and the adequacy of valuation allowances, SSB has established detailed asset classification policies and procedures which are consistent with regulatory guidelines. Detailed asset classifications are reviewed quarterly by senior management and the Board. Pursuant to these procedures, when needed, the Bank establishes additional valuation allowances to cover anticipated losses in classified or non-classified assets. As of June 30, 2017, the Bank maintained an allowance for loan losses of $941,000, equal to 0.71% of total loans receivable and 48.18% of non-accruing loans.
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| I.17 |
Funding Composition and Strategy
Deposits have traditionally accounted for most of the Bank’s IBL. At June 30, 2017, deposits equaled $114.7 million. Exhibit I-12 sets forth the Bank’s deposit composition since December 31, 2015 and Exhibit I-13 provides the maturity composition of the certificate of deposit (“CD”) portfolio at June 30, 2017 and December 31, 2016 for all CDs in excess of $100,000 in balance. CDs constitute the largest portion of the Bank’s deposit base, totaling 64.4% of deposits at June 30, 2017 versus 65.0% of deposits as of December 31, 2015. Checking and savings accounts equaled $26.3 million, or 22.9% of total deposits as of June 30, 2017, versus $20.5 million, or 21.2% of total deposits at December 31, 2015.
SSB’s current CD composition reflects a concentration of short-term CDs (maturities of one year or less). As of June 30, 2017, the CD portfolio totaled $73.95 million, and $62.0 million of CDs with balances in excess of $100,000. Of the CDs with balances greater than $100,000, 23.9% of the CDs were scheduled to mature in one year or less. There were no brokered CDs in portfolio as of June 30, 2017.
SSB maintained a portfolio of borrowed funds totaling $25.4 million as of June 30, 2017, with the funds used to support lending activities and liquidity. Such borrowings consisted of FHLB of Pittsburgh advances with a weighted average rate of 2.18%. At that date, the Bank maintained an approximate borrowings capacity of $74 million with the FHLB of Pittsburgh as a contingent funding source. The existing borrowings mature over a ladder time frame with $10 million carrying a maturity date in excess of five years.
Subsidiary Operations
The Bank currently does not operate any subsidiaries. Upon completion of the conversion, SSB will become the wholly-owned subsidiary of the Company.
Legal Proceedings
SSB is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business which, in the aggregate, are believed by management to be immaterial to the financial condition of the Bank.
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| II.1 |
II. MARKET AREA
Introduction
Established in 1922, SSB operates as a community-oriented institution, providing residential and commercial mortgage and non-mortgage loans and savings account products to local and regional customers. For most of its history, SSB has operated from its current branch office (owned) location at the corner of California and Superior Avenues, in the “North Side” section of the city of Pittsburgh (the geographic area to the north of the Ohio and Allegheny Rivers). This office is located in the southern portion of the North Side, close by the Ohio River. The Bank also conducts activities from a leased operations center in the North Hills section of Pittsburgh on Perry Highway, also in the North Side area. Both offices are located in Allegheny County, which is part of the Pittsburgh, PA metropolitan statistical area (“MSA”). During the third quarter of 2017, SSB will be opening a new headquarters office on Perry Highway in the North Hills area, allowing it to vacate the leased space. The Bank also intends to close the current California and Superior Avenue branch office location and thus conduct operations solely from the new headquarters office location. For operational purposes, the Bank considers its market are to be the area within ten miles of the current office locations. A map of the office locations is presented in Exhibit I-1, while descriptive information of the office locations is presented in Exhibit II-1.
SSB’s operating market area can be classified as urban and suburban, given its location within the city of Pittsburgh, and is impacted by the economic trends of the greater Pittsburgh area. The Bank is subject to competition from larger, superregional institutions with a national presence, as well as smaller locally-based community banking institutions. From an operating perspective, SSB focuses on personal service while providing consumer and business financial services that meet the needs of its customer base. The Bank emphasizes personalized banking services to retail consumers and small- and medium-sized businesses and offers a broad array of deposit services including demand deposits, regular savings accounts, money market deposits, certificates of deposit and individual retirement accounts. The Bank has pursued commercial lending over the past few years, and has continued to expand this segment of the loan and deposit portfolios since that date.
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| II.2 |
Future growth opportunities for the Bank depend on the future prospects of the local and regional economy, demographic growth trends, and the nature and intensity of the competitive environment. These factors have been briefly examined to help determine the growth potential that exists for the Bank, the relative economic health of the Bank’s market area, and the resultant impact on value.
National Economic Factors
The business potential of a financial institution is partially dependent on the future operating environment and growth opportunities for the financial services industry and the economy as a whole. Since the end of the “great recession” in 2009, the national economy has recorded modest growth rates, in terms of gross domestic product (“GDP”), ranging from a low of 1.5% in calendar year 2013 to a high of 2.8% in calendar year 2010. GDP growth was 2.6% for calendar years 2014 and 2015, 1.6% for calendar year 2016, and 1.4% for the first quarter of 2017, indicating positive, yet modest growth for the US economy. As a result of the recession, approximately 8 million jobs were lost as consumers cut back on spending, causing a reduction in the need for many products and services. Total personal wealth declined notably due to the housing crisis and the drop in real estate values. The economy has recorded slow, but steady job growth since reaching a low in early 2010, with approximately 2.7 million jobs added in 2015, 2.2 million jobs added in 2016, and a total of 810,000 jobs created for the six months ended June 30, 2017, or an annualized rate of 1.6 million jobs.
For the year ended December 2016 and the five months ended May 2017, the annualized national inflation rate was 1.3% and 1.9%, respectively, showing that inflation remains under control but has risen in recent periods. Indicating a level of continued improvement, the national unemployment rate equaled 4.4% as of June 2017, lower than the 4.9% rate as of June 2016. Future job growth is uncertain as the economy is approaching a full employment level nationally. The Federal Reserve has indicated that it will continue efforts to stimulate growth in the economy although market interest rates have been raised three times in the last year as a check on the rise in inflation and to avoid an overheating economy. Forecasts indicate modest economic growth through 2017, with GDP increasing by an estimated 2.3% in 2017.
The major stock exchange indices have fluctuated, but trended upward over the last 12 months. As an indication of the changes in the nation's stock markets over the last 12 months, on June 30, 2017, the DJIA closed at 21,349.63, an increase of 19.1% from June 30, 2016, and
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| II.3 |
the NASDAQ Composite Index closed at 6,140.42 an increase of 26.8% over the same time period. The S&P 500 closed at 2,423.41 on June 30, 2017, an increase of 15.5% from June 30, 2016. Forecasts publicized by the Wall Street Journal indicate continued modest economic growth through 2017.
Regarding factors that most directly impact the banking and financial services industries, the residential real estate industry has recovered from the 2007-2009 housing crisis and recession. Following a relatively slow recovery through early 2012, in recent periods the number of housing foreclosures has remained modest, new and previously-owned home sales have increased, and residential housing prices have continued to trend upward in most metropolitan areas of the country. In certain areas, in particular metropolitan areas, there are supply shortages of housing stock. National home price indices have, to a large extent, recovered from the lows reached in 2009, with the national median home price reaching $252,800 in June 2017, versus $203,100 in June 2013.
According to the June 2017 housing forecast from the Mortgage Bankers Association (the “MBA”), existing home sales are projected to increase by approximately 4.5% and new home sales are expected to increase by 5.5% through the course of 2017. The MBA forecast showed decreases in the median sales prices for existing homes in 2017 and 2018 (4.3% in 2017 and 1.4% in 2018). Total mortgage production is forecasted to decrease in 2017 to $1.612 trillion compared to $1.891 trillion in 2016. The slowdown in 2017 originations is due to a 33% decrease in home refinance mortgage originations, with refinance lending forecasted to total $528 billion in 2017 (reflecting the recent rise in interest rates, with expectations for further increases in market interest rates). Comparatively, home purchase volumes are predicted to increase by 9.5% in 2017, with purchase volume forecasted to total $1.084 trillion in 2017. For 2018, refinancing volume is projected to further decline, while home purchase mortgage originations are projected to continue growing.
Based on the consensus outlook of over 60 economists surveyed by The Wall Street Journal in June 2017, the U.S. economy is poised for stronger growth in 2017, with GDP growth forecasted at 2.3% for the year, along with a tighter job market and expectation of steady wage gains. The forecast reveals the U.S. economy should grow at a faster pace of 2.5% in 2018. Economists expect that the unemployment rate will continue to steadily decline, from 4.6% in December 2016 to 4.1% by December 2018 (such rate has declined to 4.4% as of June 2017. On average, the economists expect the Federal Reserve to continue raising its target rate during
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| II.4 |
2017, and forecast an increase in 10-year Treasury yield to 2.66% by the end of 2017; thereafter increasing to 3.20% through December 2018. Inflation pressures were forecasted to remain below 2.2% through the end of 2017, increasing to 2.3% for calendar year 2018. The price of oil was expected to remain relatively stable, reaching $53 a barrel through the end of 2018.
Interest Rate Environment
The Federal Reserve manages interest rates in order to promote economic growth and to avoid inflationary periods. Amid increased indications of the economic downturn developing in 2007, the Fed began reducing market interest rates. The low interest rate environment was maintained as part of a strategy to stimulate the economy by keeping both personal and business borrowing costs as low as possible. The strategy has achieved its goals, as borrowing costs for residential housing have been at historical lows, and the prime rate of interest remains at a low level. Following an approximate 10-year period of historically low interest rates, the Fed has increased the targeted interest rates three times since December to a range between 1% to 1.25%, through June 2017. Current indications are that the Fed may increase rates one more time before year end 2017.
As of June 30, 2017, the bond equivalent yields for U.S. Treasury bonds with terms of one and ten years equaled 1.24% and 2.31%, respectively, versus comparable year ago yields of 0.45% and 1.49%. The overall low interest rates have had an unfavorable impact on the net interest margins of many financial institutions, as they rely on a spread between the yields on longer term assets and the costs of shorter term funding sources. Over the recent past, asset yields have continued to decline, while material reductions in liability costs have ceased, resulting a gradual reduction in yield/cost spreads for many institutions. In addition, institutions who originate substantial volumes of prime-based loans have also given up yield as the prime rate has also remained relatively low. This low interest rate environment, along with continued competition in the industry for quality loans, has placed downward pressure on net interest margins. Information regarding historical interest rate levels and trends is presented in Exhibit II-2.
Primary Market Area
The Bank’s future growth opportunities largely depend on the demographic and economic climate and growth trends in the local market area served. As presented in Table 2.1, the market area's demographic trends, economic condition and competitive environment have been
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| II.5 |
Table 2.1
SSB Bank
Summary Demographic Data
| | Year | | | Growth Rate | |
| | 2010 | | | 2017 | | | 2022 | | | 2010-2017 | | | 2017-2022 | |
| | | | | | | | | | | | | | | (%) | | | | (%) | |
Population (000) | | | | | | | | | | | | | | | | | | | | |
USA | | | 308,746 | | | | 325,139 | | | | 337,393 | | | | 0.7 | % | | | 0.7 | % |
Pennsylvania | | | 12,702 | | | | 12,823 | | | | 12,927 | | | | 0.1 | % | | | 0.2 | % |
Allegheny, PA | | | 1,223 | | | | 1,230 | | | | 1,236 | | | | 0.1 | % | | | 0.1 | % |
| | | | | | | | | | | | | | | | | | | | |
Households (000) | | | | | | | | | | | | | | | | | | | | |
USA | | | 116,716 | | | | 123,357 | | | | 128,247 | | | | 0.8 | % | | | 0.8 | % |
Pennsylvania | | | 5,019 | | | | 5,099 | | | | 5,156 | | | | 0.2 | % | | | 0.2 | % |
Allegheny, PA | | | 534 | | | | 546 | | | | 552 | | | | 0.3 | % | | | 0.3 | % |
| | | | | | | | | | | | | | | | | | | | |
Median Household Income ($) | | | | | | | | | | | | | | | | | | | | |
USA | | | NA | | | | 57,462 | | | | 61,642 | | | | NA | | | | 1.4 | % |
Pennsylvania | | | NA | | | | 56,824 | | | | 60,958 | | | | NA | | | | 1.4 | % |
Allegheny, PA | | | NA | | | | 56,326 | | | | 60,552 | | | | NA | | | | 1.5 | % |
| | | | | | | | | | | | | | | | | | | | |
Per Capita Income ($) | | | | | | | | | | | | | | | | | | | | |
USA | | | NA | | | | 31,459 | | | | 34,068 | | | | NA | | | | 1.6 | % |
Pennsylvania | | | NA | | | | 32,022 | | | | 34,745 | | | | NA | | | | 1.6 | % |
Allegheny, PA | | | NA | | | | 35,897 | | | | 39,224 | | | | NA | | | | 1.8 | % |
| | | | | | | | | | | | | | | | | | | | |
2017 Age Distribution (%) | | | 0-14 Yrs. | | | | 15-34 Yrs. | | | | 35-54 Yrs. | | | | 55-69 Yrs. | | | | 70+ Yrs. | |
USA | | | 18.8 | | | | 27.1 | | | | 25.7 | | | | 18.1 | | | | 10.3 | |
Pennsylvania | | | 17.1 | | | | 26.1 | | | | 25.0 | | | | 19.8 | | | | 12.0 | |
Allegheny, PA | | | 15.6 | | | | 26.8 | | | | 24.5 | | | | 20.3 | | | | 12.8 | |
| | | | | | | | | | | | | | | | | | | | |
| | | Less Than | | | | $25,000 to | | | | $50,000 to | | | | | | | | | |
2017 HH Income Dist. (%) | | | 25,000 | | | | 50,000 | | | | 100,000 | | | | $100,000+ | | | | | |
USA | | | 21.9 | | | | 22.9 | | | | 29.5 | | | | 25.7 | | | | | |
Pennsylvania | | | 21.9 | | | | 23.2 | | | | 30.4 | | | | 24.5 | | | | | |
Allegheny, PA | | | 23.2 | | | | 22.4 | | | | 29.5 | | | | 24.9 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Source: SNL Financial, LC. | | | | | | | | | | | | | | | | | | | | |
examined to help analyze how the various market conditions could affect SSB’s ability to raise deposits and originate loans, with additional data presented in Exhibit II-3 Data is included for Allegheny County, along with comparative data for the state and nation. The total population base of Allegheny County market area was 1.230 million as of 2017, providing a notable population for SSB to serve and provide banking products and services. Between 2010 and 2017, Allegheny County recorded minimal annual population growth of 0.1%, similar to the annual
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| II.6 |
growth of 0.1% for the state and below the 0.7% annual growth for the nation. These trends reflect the long-term position of Pennsylvania as a “slow growth” northeast state that has recorded limited population growth in recent decades. Changes in the number of households is also presented in Table 2.1, and such data mirrors the population trends, with the slightly higher household growth rates reflecting the trend towards small average household sizes. Over the next five years, these general population and household growth trends are projected to continue.
Table 2.1 also presents household and personal income date for the market area. The more urbanized and suburban Allegheny (PA) County reported 2017 median household income and per capita income levels that were consistent with state and national averages, with Allegheny County’s median household income equal to $56,326, or 98.0% of the national average. Household income distribution patterns provide support for earlier statements regarding the nature of the Bank’s market as 54.4% of Westmoreland County households had income levels of more than $50,000 annually in 2017 while the ratio was 54.9% for the state of Pennsylvania and 55.2% for the national average. Over the next five years, income growth in the Bank’s market area is projected to improve at a rate that approximates the state and national average growth in income.
The 2017 age distribution figures in Table 2.1 indicate that Allegheny County has a higher percentage of residents above the age of 55 years when compared to the state of Pennsylvania and the nation, indicative of the older population base. These population figures provide an additional indication of the limited potential for economic growth.
Major Market Area Employment Sectors
As mentioned previously, the Pittsburgh MSA has undergone a transformation in the past few decades to diversify its employment and economic base away from the traditional steel and other heavy industries. Employment data, presented in Table 2.2 below, indicates that similar to many areas of the country, services and education/healthcare are the most prominent sectors for the state of Pennsylvania and for Allegheny County, comprising an average of 54.2% of total employment. The next largest component of the employment base in the market area is finance, insurance and real estate. Manufacturing is also a material segment of the regional employment base, driven in part by the strong working-class population.
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| II.7 |
Table 2.2
SSB Bank
Primary Market Area Employment Sectors
(Percent of Labor Force)
| | | | | Allegheny | |
Employment Sector | | Pennsylvania | | | County | |
| | | (%) | | | | (%) | |
| | | | | | | | |
Services | | | 23.6 | % | | | 26.9 | % |
Education,Healthcare, Soc. Serv. | | | 25.6 | % | | | 27.3 | % |
Wholesale/Retail Trade | | | 14.3 | % | | | 14.1 | % |
Manufacturing | | | 12.1 | % | | | 8.1 | % |
Construction | | | 5.7 | % | | | 5.1 | % |
Finance/Insurance/Real Estate | | | 6.2 | % | | | 8.5 | % |
Transportation/Utility | | | 5.4 | % | | | 4.5 | % |
Government | | | 4.0 | % | | | 2.7 | % |
Information | | | 1.6 | % | | | 1.9 | % |
Agriculture | | | 1.5 | % | | | 0.8 | % |
| | | 100.0 | % | | | 100.0 | % |
| | | | | | | | |
Source: U.S. Census Bureau | | | | | | | | |
Construction employment also remains a notable part of the employment base. This data indicates that the Bank’s market area has a relatively diversified economic base, such that a downturn in any one industry will likely not have a large impact on the regional economy. This diversification provides a level of stability that is a positive factor for financial institutions such as SSB.
Regional/Local Economy
Given the size of the regional area in terms of population, the Bank’s market area contains a wide variety of employment across all industry employment sectors. Historically, while the Pittsburgh MSA economic base was to a great extent focused on various “heavy industry” employment, such as steel fabrication, the regional economy has to a great extent completed a transition to a more diversified, services oriented structure. Reflecting these nationwide trends, industries such as health care, insurance, education, telecommunications and other services have become a much larger portion of the employment and economic base. Table 2.3 presents the largest employers in Allegheny County, indicating the variety of employment in the market area.
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| II.8 |
Table 2.3
SSB Bank
Market Area Largest Employers
Employer | | Industry |
Allegheny County | | |
UPMC Presbyterian Shadyside | | Health Care |
University of Pittsburgh | | Education |
Federal Government | | Government |
PNC Bank NA | | Banking |
Giant Eagle Inc. | | Grocery |
Western Penn Allegheny Health | | Health Care |
Allegheny County | | Government |
Bank of NewYork Mellon | | Banking |
Carnegie Mellon University | | Education |
State Governement | | Government |
School District of Pittsburgh | | Education |
| | |
Source: Workstats.dli.pa.gov | | |
Unemployment Rates and Trends
Comparative unemployment rates for the primary market area counties, as well as for the U.S. and Pennsylvania, are shown in Table 2.4. As of June 2017, the unemployment rate for Allegheny County was 5.0%, which was in line with the statewide average. Both figures were somewhat higher than the national average of 4.5%, indicating a less favor able employment situation for the state. Over the past 12 months, all three geographic areas recorded decreases in unemployment rates, indicating a similar trend in strength of the underlying economy.
Table 2.4
SSB Bank
Unemployment Trends
| | Unemployment Rate | | | Net | |
Region | | June 2016 | | | June 2017 | | | Change | |
| | | | | | | | | |
USA | | | 5.1 | % | | | 4.5 | % | | | -0.6 | % |
Pennsylvania | | | 5.7 | % | | | 5.1 | % | | | -0.6 | % |
Allegheny, PA | | | 5.5 | % | | | 5.0 | % | | | -0.5 | % |
| | | | | | | | | | | | |
Source: SNL Financial, LC. | | | | | | | | | | | | |
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| II.9 |
Market Area Deposit Characteristics and Trends
Table 2.5 displays deposit market trends and deposit market share, respectively, for commercial banks and savings institutions for the State of Pennsylvania and the Bank’s market area from June 30, 2012 to June 30, 2016. Deposit growth trends are important indicators of a market area’s current and future prospects for growth and attractiveness for financial institutions. Pennsylvania state deposits increased at a rate of 4.0% over the four-year time period shown in Table 2.5, with commercial banks increasing deposits at an annual rate of 4.8%, while savings and loan associations recorded an annual growth of 0.5%. Commercial banks dominate the deposit market in Pennsylvania, and as of June 30, 2016, commercial banks held a market share of 84.1% of total bank and thrift deposits.
Within the Allegheny County market area, deposits grew at an annual rate of 6.3% from June 30, 2012 to June 30, 2016. Savings institutions held a relatively modest market share position of 12.1% in Allegheny County.
As of June 30, 2016, SSB maintained a deposit market share position in Allegheny County of 0.1%, representative of the overall large size of the deposit base in that county, and indicates a less competitive position for the Bank. Future deposit gains and market share gains may be likely given the low current market share. Over the most recent four years, SSB recorded annualized deposit growth of 8.1%, above the county growth rate, which indicates that the Bank has been successful in improving its market presence.
Table 2.5
SSB Bank
Deposit Summary
| | As of June 30, | | | | |
| | 2012 | | | 2016 | | | Deposit | |
| | | | | Market | | | No. of | | | | | | Market | | | No. of | | | Growth Rate | |
| | Deposits | | | Share | | | Branches | | | Deposits | | | Share | | | Branches | | | 2012-2016 | |
| | (Dollars in Thousands) | | | (%) | |
| | | | | | | | | | | | | | | | | | | | | |
Pennsylvania | | $ | 312,491,000 | | | | 100.0 | % | | | 4,647 | | | $ | 365,854,000 | | | | 100.0 | % | | | 4,297 | | | | 4.0 | % |
Commercial Banks | | | 255,394,000 | | | | 81.7 | % | | | 3,637 | | | | 307,620,000 | | | | 84.1 | % | | | 3,421 | | | | 4.8 | % |
Savings Institutions | | | 57,097,000 | | | | 18.3 | % | | | 1,010 | | | | 58,234,000 | | | | 15.9 | % | | | 876 | | | | 0.5 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allegheny | | $ | 76,653,890 | | | | 100.0 | % | | | 462 | | | $ | 97,900,309 | | | | 100.0 | % | | | 435 | | | | 6.3 | % |
Commercial Banks | | | 66,550,345 | | | | 86.8 | % | | | 296 | | | | 86,026,553 | | | | 87.9 | % | | | 290 | | | | 6.6 | % |
Savings Institutions | | | 10,103,545 | | | | 13.2 | % | | | 166 | | | | 11,873,756 | | | | 12.1 | % | | | 145 | | | | 4.1 | % |
Slovak Savings Bank | | | 80,183 | | | | 0.1 | % | | | 1 | | | | 109,553 | | | | 0.1 | % | | | 1 | | | | 8.1 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Source: FDIC. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
RP® Financial, LC. | MARKET AREA |
| II.10 |
Competition
The competitive environment for financial institution products and services on a national, regional and local level can be expected to become even more competitive in the future. Consolidation in the banking and thrift industries provides economies of scale to the larger institutions, while the increased presence of investment options provides consumers with attractive investment alternatives to financial institutions.
Competition among financial institutions in the market area is significant. Among the Bank’s competitors are much larger and more diversified institutions, which have greater resources and offer more products and services than maintained by the Bank. There are also a number of smaller community based banks and credit unions that pursue similar operating strategies as the Bank. From a competitive standpoint, SSB benefits from its status of a locally-owned financial institution, longstanding customer relationships, and continued efforts to offer competitive products and services. However, competitive pressures will also likely continue to build as the financial services industry continues to consolidate and as additional non-bank investment options for consumers become available. There are a total of 25 banking institutions operating in Allegheny County. Table 2.6 lists the Bank’s largest competitors in Allegheny County, based on deposit market share.
Table 2.6
SSB Bank
Market Area Deposit Competitors - As of June 30, 2016
Location | | Name | | Market Share | | | Rank | |
| | | | (%) | | | | |
| | | | | | | | | | |
Allegheny | | PNC Financial Services Group (PA) | | | 55.76 | | | | | |
County | | Bank of New York Mellon Corp. (PA) | | | 20.54 | | | | | |
| | Citizens Financial Group Inc, (RI) | | | 7.05 | | | | | |
| | Dollar Bank FSB (PA) | | | 3.67 | | | | | |
| | F.N.B. Corp. (PA) | | | 3.02 | | | | | |
| | KeyCorp (OH) | | | 2.24 | | | | | |
| | Huntington Bancshares Inc. (OH) | | | 1.87 | | | | | |
| | First Commonwealth Financial (PA) | | | 1.33 | | | | | |
| | S&T Bancorp, Inc. | | | 0.88 | | | | | |
| | SSB Bank (PA) | | | 0.12 | | | | 19 of 25 | |
| | | | | | | | | | |
Source: SNL Financial, LC. | | | | | | | | |
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.1 |
III. PEER GROUP ANALYSIS
This chapter presents an analysis of SSB’s operations versus a group of comparable banks (the "Peer Group") selected from the universe of all publicly-traded savings institutions in a manner consistent with the regulatory valuation guidelines. The basis of the pro forma market valuation of SSB is derived from the pricing ratios of the Peer Group institutions, incorporating valuation adjustments for key differences in relation to the Peer Group. Since no Peer Group can be exactly comparable to SSB, key areas examined for differences are: financial condition; profitability, growth and viability of earnings; asset growth; primary market area; dividends; liquidity of the shares; marketing of the issue; management; and effect of government regulations and regulatory reform.
Peer Group Selection
The Peer Group selection process is governed by the general parameters set forth in the regulatory valuation guidelines. Accordingly, the Peer Group is comprised of only those publicly-traded savings institutions whose common stock is either listed on a national exchange (NYSE or AMEX), or is NASDAQ listed, since their stock trading activity is regularly reported and generally more frequent than non-publicly traded and closely-held institutions. Institutions that are not listed on a national exchange or NASDAQ are inappropriate, since the trading activity for thinly-traded or closely-held stocks is typically highly irregular in terms of frequency and price and thus may not be a reliable indicator of market value. We have also excluded from the Peer Group those companies those under acquisition or subject to rumored acquisition and recent conversions, since their pricing ratios are subject to unusual distortion and/or have limited trading history. A recent listing of the universe of all publicly-traded savings institutions is included as Exhibit III-1.
Ideally, the Peer Group, which must have at least 10 members to comply with the regulatory valuation guidelines, should be comprised of publicly-traded MHCs with comparable resources, strategies and financial characteristics as SSB. However, there are currently only nine publicly-traded MHCs. Accordingly, in deriving a Peer Group comprised of institutions with relatively comparable characteristics as SSB, the companies selected for SSB’s Peer Group are all fully-converted companies. The valuation adjustments applied in the Chapter IV analysis will take into consideration differences between the Company’s MHC form of ownership relative to the fully-converted Peer Group companies. Also included in Chapter IV is a pricing analysis of the publicly-traded MHCs on a fully-converted basis.
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.2 |
From the universe of publicly-traded thrifts, we selected 10 institutions with characteristics similar to those of SSB. In the selection process, we applied one “screen” to the universe of all public companies that were eligible for consideration:
| o | Screen: Savings institutions with assets less than $510 million and having been fully converted for at least one year. Ten companies met the criteria for the screen and were included in the Peer Group. |
Exhibit III-1 provides financial and public market pricing characteristics of all publicly-traded thrifts, while Exhibit III-2 provides financial and public market pricing characteristics for all savings institutions with assets less than $750 million. Table 3.1 shows the general characteristics of each of the 10 Peer Group companies and Exhibit III-3 provides summary demographic and deposit market share data for the primary market areas served by each of the Peer Group companies. While there are expectedly some differences between the Peer Group companies and SSB, we believe that the Peer Group companies, on average, provide a good basis for valuation subject to valuation adjustments. The following sections present a comparison of SSB’s financial condition, income and expense trends, loan composition, credit risk and interest rate risk versus the Peer Group as of the most recent publicly available date. Comparative data for all publicly-traded thrifts have been included in the Chapter III tables as well.
A summary description of the key comparable characteristics of each of the Peer Group companies relative to Peer Group as a whole is detailed below.
| o | Equitable Financial Corp. of Nebraska. Maintains higher equity/asset ratio, similar earning asset concentration in loans, similar return on assets, limited investment in MBS, similar loan type diversification, relatively favorable asset quality. |
| o | Jacksonville Bancorp of Illinois. Reported somewhat higher equity ratio, higher level of deposits as a funding source, higher operating expense ratio, lower yield on interest earning assets, similar levels of commercial business loans as a percent of assets, and higher reserve coverage ratios. |
| o | Melrose Bancorp, Inc. of Massachusetts. Maintains elevated equity/asset ratio, lower level of cash and investments, relatively similar funding liabilities composition, higher return on assets and lower yield/cost spread, limited diversification away from 1-4 family residential loans. |
| o | MSB Financial Corp. of New Jersey. Reported elevated equity/asset ratio, similar earning asset/costing liability structure, higher net interest income, similar lending focus on 1-4 family residential loans and diversification into commercial real estate loans, comparable level of NPAs+90 day delinquencies and NPAs as a percent of loans, excluding performing TDRs. |
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.3 |
Table 3.1
Peer Group of Publicly-Traded Thrifts
As of June 30, 2017 or the Most Recent Date Available.
| | | | | | | | | | | | | | | | | | | | | | As of | |
| | | | | | | | | | | | | | | | | | | | | | August 18, 2017 | |
| | | | | | | | | | | | Total | | | | | | Fiscal | | Conv. | | Stock | | | Market | |
Ticker | | Financial Institution | | Exchange | | Region | | City | | State | | Assets | | | Offices | | | Mth End | | Date | | Price | | | Value | |
| | | | | | | | | | | | ($Mil) | | | | | | | | | | ($) | | | ($Mil) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
EQFN | | Equitable Financial Corp. | | NASDAQ | | MW | | Grand Island | | NE | | | 241 | (1) | | | 6 | | | Jun | | 11/9/2005 | | | 10.20 | | | | 35 | |
FSBC | | FSB Bancorp, Inc. | | NASDAQ | | MA | | Fairport | | NY | | | 291 | | | | 5 | | | Dec | | 8/15/2007 | | | 15.15 | | | | 29 | |
HFBL | | Home Federal Bancorp, Inc. of Louisiana | | NASDAQ | | SW | | Shreveport | | LA | | | 427 | | | | 7 | | | Jun | | 12/22/2010 | | | 26.50 | | | | 52 | |
JXSB | | Jacksonville Bancorp, Inc. | | NASDAQ | | MW | | Jacksonville | | IL | | | 336 | | | | 6 | | | Dec | | 7/15/2010 | | | 30.10 | | | | 55 | |
MELR | | Melrose Bancorp, Inc. | | NASDAQ | | NE | | Melrose | | MA | | | 294 | | | | 1 | | | Dec | | 10/22/2014 | | | 17.73 | | | | 46 | |
MSBF | | MSB Financial Corp. | | NASDAQ | | MA | | Millington | | NJ | | | 507 | | | | 4 | | | Dec | | 1/5/2007 | | | 17.20 | | | | 99 | |
PBSK | | Poage Bankshares, Inc. | | NASDAQ | | MW | | Ashland | | KY | | | 458 | | | | 9 | | | Dec | | 9/13/2011 | | | 18.25 | | | | 64 | |
RNDB | | Randolph Bancorp, Inc. | | NASDAQ | | NE | | Stoughton | | MA | | | 508 | | | | 6 | | | Dec | | 7/1/2016 | | | 14.68 | | | | 86 | |
WAYN | | Wayne Savings Bancshares, Inc. | | NASDAQ | | MW | | Wooster | | OH | | | 445 | | | | 11 | | | Dec | | 1/9/2003 | | | 17.10 | | | | 48 | |
WVFC | | WVS Financial Corp. | | NASDAQ | | MA | | Pittsburgh | | PA | | | 352 | | | | 6 | | | Jun | | 11/29/1993 | | | 15.90 | | | | 32 | |
(1) As of March 31, 2017 or the most recent date available.
Source: SNL Financial, LC.
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.4 |
| o | Poage Bankshares, Inc. of Kentucky. Maintained an elevated equity/asset ratio, lower level of loans and deposits on the balance sheet, similar level of interest income as a percent of average assets, higher yield cost spread, similar level of loan portfolio diversification as a percent of assets, similar reserve coverage ratios. |
| o | FSB Bancorp, Inc. of New York. Maintains a similar level of cash and investments, slightly higher equity/assets ratio, similar loans and borrowings as a percent of assets, similar net interest income ratio, somewhat higher yield/cost spread, lower loan diversification, more favorable asset quality. |
| o | Home Federal Bancorp, Inc. of LA. Comparable due to similar funding composition, elevated equity/asset ratio, similar asset growth in most recent year, similar interest income ratio, similar loan diversification, favorable asset quality ratios. |
| o | Randolph Bancorp, Inc. of Massachusetts. Maintains a similar funding composition, level of asset growth, net interest income ratio, lending diversification on commercial real estate and asset quality ratios, including reserve ratios. |
| o | Wayne Savings Bancshares, Inc. of Ohio. Comparable due to similar equity/asset ratio, return on average assets, similar risk-weighted assets ratio, similar loan portfolio diversification into commercial lending, similar ratio of NPLs and reserves. |
| o | WVS Financial Corp. of Pennsylvania. Comparable due to similar equity/asset ratio, similar net income/assets ratio, lower than average operating expense ratio, similar reserve coverage ratio. |
In aggregate, the Peer Group companies maintained a higher level of equity as the industry average (13.17% of assets versus 12.81% for all public companies), but recorded a lower level of profitability as a percent of average assets (0.49% ROAA versus 0.74% for all public companies), as well as a less favorable ROE (3.87% ROE versus 6.24% for all public companies). The Peer Group's average P/TB ratio was lower than the industry average, while the average P/CE multiple was above the respective average for all publicly-traded thrifts.
| | All Fully-Conv. | | | | |
| | Publicly-Traded | | | Peer Group | |
Financial Characteristics (Averages) | | | | | | | | |
Assets ($Mil) | | $ | 3,400 | | | $ | 384 | |
Market capitalization ($Mil) | | $ | 526 | | | $ | 55 | |
Equity/assets (%) | | | 12.81 | % | | | 13.17 | % |
Return on average assets (%) | | | 0.74 | % | | | 0.49 | % |
Return on average equity (%) | | | 6.24 | % | | | 3.87 | % |
| | | | | | | | |
Pricing Ratios (Averages)(1) | | | | | | | | |
Price/core earnings (x) | | | 22.22 | x | | | 23.50 | x |
Price/tangible book (%) | | | 136.79 | % | | | 108.33 | % |
Price/assets (%) | | | 15.31 | % | | | 14.07 | % |
(1) Based on market prices as of August 18, 2017.
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.5 |
Ideally, the Peer Group companies would be comparable to SSB in terms of all of the selection criteria, but the universe of publicly-traded thrifts does not provide for an appropriate number of such companies. However, in general, the companies selected for the Peer Group were fairly comparable to SSB, as will be highlighted in the following comparative analysis.
Financial Condition
Table 3.2 shows comparative balance sheet measures for SSB and the Peer Group, reflecting the expected similarities and some differences given the selection procedures outlined above. The Bank’s and Peer Group ratios reflect balances as of June 30, 2017 or the latest date available. SSB’s equity-to-assets ratio of 7.91% was lower than the Peer Group's average equity ratio of 13.09%. The Bank’s pro forma equity position will increase with the addition of stock proceeds, however such ratio will remain below the Peer Group’s ratio. Tangible equity-to-assets ratios for the Bank and the Peer Group equaled 7.91% and 12.93%, respectively. The increase in SSB’s pro forma equity ratio will be favorable from a risk perspective and in terms of future earnings potential that could be realized through leverage and lower funding costs. At the same time, the Bank’s higher pro forma equity ratio will depress return on equity. Both SSB’s and the Peer Group's equity ratios reflected surpluses with respect to the regulatory capital requirements, with the Bank’s ratios currently materially lower than the Peer Group’s ratios. On a pro forma basis, the Bank’s regulatory surpluses will remain lower than the Peer Group averages.
The interest-earning asset compositions for the Bank and the Peer Group were similar, with loans constituting the bulk of interest-earning assets for both. The Bank’s loans-to-assets ratio of 85.13% was higher than the comparable Peer Group ratio of 73.86%. Comparatively, the Bank’s cash/equivalents-to-assets ratio of 7.03% was also higher than the average ratio for the Peer Group of 3.51%. SSB reported a lower total investment in securities and BOLI of 4.81% compared to a combined ratio of 12.82% for the Peer Group. Overall, SSB’s earning assets amounted to 96.96% of assets, which was higher than the comparable Peer Group ratio of 90.19%.
SSB’s funding liabilities reflected a funding strategy that relied on a similar level of deposits as the Peer Group's funding composition. The Bank’s deposits equaled 74.68% of assets, which was slightly above the Peer Group’s ratio of 74.48%. Comparatively, the Bank maintained a notably higher level of borrowings, reflecting SSB’s lower equity position.
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.6 |
Table 3.2
Balance Sheet Composition and Growth Rates
Comparable Institution Analysis
As of June 30, 2017 or the Most Recent Date Available.
| | | | | Balance Sheet as a Percent of Assets | |
| | | | | Cash & | | | MBS & | | | | | | Net | | | | | | Borrowed | | | Sub. | | | Total | | | Goodwill | | | Tangible | |
| | | | | Equivalents | | | Invest | | | BOLI | | | Loans (1) | | | Deposits | | | Funds | | | Debt | | | Equity | | | & Intang | | | Equity | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SSB Bank | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
May 31, 2017 | | | | | | | | 7.03 | % | | | 3.77 | % | | | 1.03 | % | | | 85.13 | % | | | 74.68 | % | | | 16.52 | % | | | 0.00 | % | | | 7.91 | % | | | 0.00 | % | | | 7.91 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Thrifts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | | | | 6.59 | % | | | 13.19 | % | | | 1.67 | % | | | 73.12 | % | | | 75.72 | % | | | 9.97 | % | | | 0.38 | % | | | 12.74 | % | | | 0.51 | % | | | 12.16 | % |
Medians | | | | | | | | 4.78 | % | | | 11.58 | % | | | 1.83 | % | | | 75.24 | % | | | 76.29 | % | | | 8.00 | % | | | 0.00 | % | | | 11.74 | % | | | 0.00 | % | | | 11.06 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | | | | 3.51 | % | | | 10.91 | % | | | 1.91 | % | | | 73.86 | % | | | 74.48 | % | | | 12.55 | % | | | 0.06 | % | | | 13.09 | % | | | 0.17 | % | | | 12.93 | % |
Medians | | | | | | | | 2.83 | % | | | 11.19 | % | | | 1.80 | % | | | 78.16 | % | | | 77.03 | % | | | 8.84 | % | | | 0.00 | % | | | 14.54 | % | | | 0.00 | % | | | 13.91 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EQFN | | Equitable Financial Corp. | | (2) | | NE | | | | 3.07 | % | | | 1.00 | % | | | NA | | | | 91.58 | % | | | 84.10 | % | | | 0.00 | % | | | 0.00 | % | | | 14.85 | % | | | 0.00 | % | | | 14.85 | % |
FSBC | | FSB Bancorp, Inc. | | | | NY | | | | 2.83 | % | | | 9.59 | % | | | 1.28 | % | | | 83.99 | % | | | 69.34 | % | | | 18.94 | % | | | 0.00 | % | | | 11.05 | % | | | 0.00 | % | | | 11.05 | % |
HFBL | | Home Federal Bancorp, Inc. of Louisiana | | | | LA | | | | 2.79 | % | | | NA | | | | NA | | | | 76.51 | % | | | 77.13 | % | | | 11.46 | % | | | 0.00 | % | | | 10.84 | % | | | 0.00 | % | | | 10.84 | % |
JXSB | | Jacksonville Bancorp, Inc. | | | | IL | | | | NA | | | | NA | | | | NA | | | | NA | | | | 81.39 | % | | | NA | | | | 0.00 | % | | | 14.62 | % | | | 0.81 | % | | | 13.81 | % |
MELR | | Melrose Bancorp, Inc. | | | | MA | | | | 6.86 | % | | | 11.19 | % | | | 2.02 | % | | | 79.02 | % | | | 75.91 | % | | | 8.84 | % | | | 0.00 | % | | | 15.06 | % | | | 0.00 | % | | | 15.06 | % |
MSBF | | MSB Financial Corp. | | | | NJ | | | | 1.78 | % | | | 8.82 | % | | | 2.76 | % | | | 84.08 | % | | | 76.92 | % | | | 7.63 | % | | | 0.00 | % | | | 14.79 | % | | | 0.00 | % | | | 14.79 | % |
PBSK | | Poage Bankshares, Inc. | | | | KY | | | | 6.47 | % | | | 14.47 | % | | | 1.57 | % | | | 73.53 | % | | | 81.31 | % | | | 2.80 | % | | | 0.62 | % | | | 14.47 | % | | | 0.46 | % | | | 14.01 | % |
RNDB | | Randolph Bancorp, Inc. | | | | MA | | | | 2.37 | % | | | 13.73 | % | | | 1.57 | % | | | 78.16 | % | | | 72.57 | % | | | 9.54 | % | | | 0.00 | % | | | 16.41 | % | | | 0.00 | % | | | 16.41 | % |
WAYN | | Wayne Savings Bancshares, Inc. | | | | OH | | | | 1.82 | % | | | 17.56 | % | | | 2.24 | % | | | 75.88 | % | | | 84.79 | % | | | 4.85 | % | | | 0.00 | % | | | 9.44 | % | | | 0.39 | % | | | 9.06 | % |
WVFC | | WVS Financial Corp. | | | | PA | | | | 3.60 | % | | | NA | | | | NA | | | | 22.03 | % | | | 41.32 | % | | | 48.89 | % | | | 0.00 | % | | | 9.40 | % | | | 0.00 | % | | | 9.40 | % |
| | | | | Balance Sheet Annual Growth Rates | | | Regulatory Capital | |
| | | | | | | | MBS, Cash & | | | | | | | | | Borrows. | | | Total | | | Tangible | | | Tier 1 | | | Tier 1 | | | Risk-Based | |
| | | | | Assets | | | Investments | | | Loans | | | Deposits | | | &Sub debt | | | Equity | | | Equity | | | Leverage | | | Risk-Based | | | Capital | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SSB Bank | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
May 31, 2017 | | | | | | | | 9.54 | % | | | -25.09 | % | | | 16.21 | % | | | 4.72 | % | | | 32.68 | % | | | 7.93 | % | | | 7.93 | % | | | 7.85 | % | | | 11.17 | % | | | 11.95 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Thrifts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | | | | 9.34 | % | | | 4.84 | % | | | 12.17 | % | | | 10.05 | % | | | 10.12 | % | | | 9.39 | % | | | 6.98 | % | | | 12.30 | % | | | 19.30 | % | | | 20.22 | % |
Medians | | | | | | | | 5.75 | % | | | 0.00 | % | | | 7.92 | % | | | 4.64 | % | | | 1.75 | % | | | 1.91 | % | | | 1.70 | % | | | 10.52 | % | | | 15.85 | % | | | 17.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | | | | 8.58 | % | | | -17.72 | % | | | 18.19 | % | | | 6.31 | % | | | 19.83 | % | | | 19.49 | % | | | 5.72 | % | | | 11.60 | % | | | 16.93 | % | | | 17.90 | % |
Medians | | | | | | | | 6.01 | % | | | -23.01 | % | | | 15.64 | % | | | 3.98 | % | | | 7.35 | % | | | 2.19 | % | | | 2.00 | % | | | 11.50 | % | | | 17.43 | % | | | 18.01 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EQFN | | Equitable Financial Corp. | | (2) | | NE | | | | 2.90 | % | | | 0.00 | % | | | 15.64 | % | | | 3.21 | % | | | NA | | | | 0.00 | % | | | 0.00 | % | | | 11.40 | % | | | 11.93 | % | | | 13.19 | % |
FSBC | | FSB Bancorp, Inc. | | | | NY | | | | 4.00 | % | | | -33.12 | % | | | 13.07 | % | | | -4.72 | % | | | 24.65 | % | | | 44.77 | % | | | 44.77 | % | | | 10.00 | % | | | 16.51 | % | | | 17.15 | % |
HFBL | | Home Federal Bancorp, Inc. of Louisiana | | | | LA | | | | 11.76 | % | | | NA | | | | 7.81 | % | | | 14.32 | % | | | 1.75 | % | | | 6.58 | % | | | 6.58 | % | | | 11.06 | % | | | 16.14 | % | | | 17.39 | % |
JXSB | | Jacksonville Bancorp, Inc. | | | | IL | | | | 7.29 | % | | | NA | | | | NA | | | | 7.49 | % | | | NA | | | | 2.63 | % | | | 2.79 | % | | | 12.96 | % | | | 19.13 | % | | | 20.38 | % |
MELR | | Melrose Bancorp, Inc. | | | | MA | | | | 14.45 | % | | | -14.40 | % | | | 23.85 | % | | | 4.76 | % | | | NA | | | | 2.47 | % | | | 2.47 | % | | | 12.72 | % | | | 18.76 | % | | | 19.53 | % |
MSBF | | MSB Financial Corp. | | | | NJ | | | | 28.08 | % | | | -35.70 | % | | | 45.73 | % | | | 32.85 | % | | | 70.56 | % | | | -0.52 | % | | | -0.52 | % | | | 11.60 | % | | | 13.54 | % | | | 14.71 | % |
PBSK | | Poage Bankshares, Inc. | | | | KY | | | | 2.14 | % | | | 21.50 | % | | | -1.51 | % | | | 8.11 | % | | | -46.42 | % | | | -6.74 | % | | | -6.48 | % | | | 14.02 | % | | | 20.92 | % | | | 21.83 | % |
RNDB | | Randolph Bancorp, Inc. | | | | MA | | | | 11.34 | % | | | -39.31 | % | | | 32.16 | % | | | -5.87 | % | | | 101.36 | % | | | 143.89 | % | | | NA | | | | 14.27 | % | | | 20.78 | % | | | 21.84 | % |
WAYN | | Wayne Savings Bancshares, Inc. | | | | OH | | | | -0.89 | % | | | -23.01 | % | | | 7.20 | % | | | 0.15 | % | | | -20.47 | % | | | 1.91 | % | | | 2.00 | % | | | 8.97 | % | | | 13.28 | % | | | 14.34 | % |
WVFC | | WVS Financial Corp. | | | | PA | | | | 4.73 | % | | | NA | | | | 19.76 | % | | | 2.84 | % | | | 7.35 | % | | | -0.13 | % | | | -0.13 | % | | | 9.02 | % | | | 18.35 | % | | | 18.62 | % |
(1) Includes loans held for sale.
(2) As of March 31, 2017 or the latest date available.
| 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) 2017 by RP® Financial, LC.
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.7 |
Total interest-bearing liabilities maintained by the Bank and the Peer Group, as a percent of assets, equaled 91.20% and 87.09%, respectively. Following the increase in equity provided by the net proceeds of the stock offering, the Bank’s ratio of interest-bearing liabilities as a percent of assets will decline, but likely remain higher than the Peer Group’s ratio. A key measure of balance sheet strength for a thrift institution is its IEA/IBL ratio. Presently, the Bank’s IEA/IBL ratio is lower than the Peer Group’s ratio, based on IEA/IBL ratios of 106.32% and 103.56%, respectively. The additional equity realized from stock proceeds will serve to strengthen SSB’s IEA/IBL ratio in comparison to the Peer Group ratio, as the increase in equity provided by the infusion of stock proceeds will lower the level of interest-bearing liabilities funding assets and will be primarily deployed into interest-earning assets.
The growth rate section of Table 3.2 shows annual growth rates for key balance sheet items, with growth rates for both SSB and the Peer Group based on annual growth rates for the 12 months ended June 30, 2017. SSB recorded asset growth of 9.54%, higher than the Peer Group’s asset growth of 8.58%. The Bank’s cash and investments declined by 25.09% over the past year, with the funds reinvested into loans, which increased at a rate of 16.21%. The asset growth for the Peer Group was also evident in the higher loan growth, with a corresponding decrease in cash/investments. Funding of SSB’s growth was obtained from a higher growth rate in borrowings and a lower deposit increase of 4.72%. The Peer Group recorded a higher increase in deposits and a lower increase in borrowings compared to SSB.
Reflecting the recent levels of net income, SSB’s equity increased at a 7.93% annual rate, versus a lower median increase for the Peer Group. The increase in equity realized from stock proceeds will likely depress the Bank’s equity growth rate initially following the stock offering. Dividend payments and stock repurchases, pursuant to regulatory limitations and guidelines could also potentially slow the Bank’s equity growth rate in the longer term following the stock offering.
Income and Expense Components
Table 3.3 displays statements of operations for the Bank and the Peer Group, with the income ratios based on earnings for the 12 months ended June 30, 2017 for the Bank and the Peer Group, or latest 12 month period available.
SSB reported net income of 0.58% of average assets for the 12 months ended June 30, 2017, somewhat higher than the average net income of 0.50% of average assets for the Peer
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.8 |
Table 3.3
Income as Percent of Average Assets and Yields, Costs, Spreads
Comparable Institution Analysis
For the 12 Months Ended June 30, 2017 or the Most Recent 12 Months Available
| | | | | | | | | Net Interest Income | | | | | | Non-Interest Income | | | | |
| | | | | | | | | | | | | | | | | | Loss | | | NII | | | Gain | | | Other | | | Total | |
| | | | | | Net | | | | | | | | | | | | Provis. | | | After | | | on Sale of | | | Non-Int | | | Non-Int | |
| | | | | | Income | | | Income | | | Expense | | | NII | | | on IEA | | | Provis. | | | Loans | | | Income | | | Expense | |
| | | | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | |
SSB Bank | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
June 30, 2017 | | | | | | | | 0.58 | % | | | 4.15 | % | | | -1.48 | % | | | 2.67 | % | | | -0.04 | % | | | 2.63 | % | | | -0.05 | % | | | 0.10 | % | | | -1.78 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Thrifts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | | | | 0.64 | % | | | 3.64 | % | | | 0.60 | % | | | 3.06 | % | | | 0.09 | % | | | 0.27 | % | | | 0.37 | % | | | 0.51 | % | | | 2.95 | % |
Medians | | | | | | | | 0.59 | % | | | 3.59 | % | | | 0.57 | % | | | 3.03 | % | | | 0.06 | % | | | 0.00 | % | | | 0.05 | % | | | 0.40 | % | | | 2.84 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | | | | 0.50 | % | | | 3.51 | % | | | 0.56 | % | | | 2.95 | % | | | 0.14 | % | | | 2.81 | % | | | 0.49 | % | | | 0.48 | % | | | 3.08 | % |
Medians | | | | | | | | 0.49 | % | | | 3.58 | % | | | 0.56 | % | | | 3.08 | % | | | 0.10 | % | | | 2.92 | % | | | 0.11 | % | | | 0.46 | % | | | 3.02 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EQFN | | Equitable Financial Corp. | | (2) | | NE | | | | 0.50 | % | | | 3.87 | % | | | 0.47 | % | | | 3.40 | % | | | 0.22 | % | | | 3.18 | % | | | 0.34 | % | | | 0.78 | % | | | 3.51 | % |
FSBC | | FSB Bancorp, Inc. | | | | NY | | | | 0.37 | % | | | 3.59 | % | | | 0.85 | % | | | 2.74 | % | | | 0.07 | % | | | 2.67 | % | | | 0.88 | % | | | 0.52 | % | | | 3.58 | % |
HFBL | | Home Federal Bancorp, Inc. of Louisiana | | | | LA | | | | 0.90 | % | | | 4.15 | % | | | 0.69 | % | | | 3.46 | % | | | 0.22 | % | | | 3.24 | % | | | 0.68 | % | | | 0.23 | % | | | 2.83 | % |
JXSB | | Jacksonville Bancorp, Inc. | | | | IL | | | | 0.94 | % | | | 3.51 | % | | | 0.34 | % | | | 3.17 | % | | | 0.04 | % | | | 3.14 | % | | | 0.10 | % | | | 1.16 | % | | | 3.22 | % |
MELR | | Melrose Bancorp, Inc. | | | | MA | | | | 0.70 | % | | | 3.02 | % | | | 0.68 | % | | | 2.34 | % | | | 0.09 | % | | | 2.25 | % | | | 0.00 | % | | | 0.09 | % | | | 1.76 | % |
MSBF | | MSB Financial Corp. | | | | NJ | | | | 0.46 | % | | | 3.66 | % | | | 0.60 | % | | | 3.06 | % | | | 0.22 | % | | | 2.84 | % | | | 0.00 | % | | | 0.18 | % | | | 2.32 | % |
PBSK | | Poage Bankshares, Inc. | | | | KY | | | | 0.32 | % | | | 4.20 | % | | | 0.58 | % | | | 3.62 | % | | | 0.33 | % | | | 3.29 | % | | | 0.12 | % | | | 0.53 | % | | | 3.51 | % |
RNDB | | Randolph Bancorp, Inc. | | | | MA | | | | -0.18 | % | | | 3.28 | % | | | 0.36 | % | | | 2.93 | % | | | 0.08 | % | | | 2.85 | % | | | 2.73 | % | | | 0.81 | % | | | 6.14 | % |
WAYN | | Wayne Savings Bancshares, Inc. | | | | OH | | | | 0.49 | % | | | 3.56 | % | | | 0.46 | % | | | 3.10 | % | | | 0.12 | % | | | 2.98 | % | | | 0.06 | % | | | 0.41 | % | | | 2.81 | % |
WVFC | | WVS Financial Corp. | | | | PA | | | | 0.48 | % | | | 2.24 | % | | | 0.54 | % | | | 1.70 | % | | | 0.02 | % | | | 1.68 | % | | | 0.00 | % | | | 0.14 | % | | | 1.10 | % |
| | | | | | Non-Op. Items | | | | | | Yields, Costs, and Spreads | | | | | | | |
| | | | | | | | | | | | Provision | | | | | | | | | | | | MEMO: | | | MEMO: | |
| | | | | | Net Gains/ | | | Extrao. | | | for | | | Yield | | | Cost | | | Yld-Cost | | | Assets/ | | | Effective | |
| | | | | | Losses (1) | | | Items | | | Taxes | | | On IEA | | | Of IBL | | | Spread | | | FTE Emp. | | | Tax Rate | |
| | | | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | ($000) | | | (%) | |
SSB Bank | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
June 30, 2017 | | | | | | | | 0.00 | % | | | 0.00 | % | | | -0.32 | % | | | 4.28 | % | | | 1.64 | % | | | 2.64 | % | | $ | 8,304 | | | | -35.68 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Thrifts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | | | | -0.02 | % | | | 0.00 | % | | | 0.22 | % | | | 3.85 | % | | | 0.80 | % | | | 2.43 | % | | $ | 7,797 | | | | 25.87 | % |
Medians | | | | | | | | 0.00 | % | | | 0.00 | % | | | 0.25 | % | | | 3.77 | % | | | 0.80 | % | | | 2.81 | % | | $ | 5,466 | | | | 32.55 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | | | | 0.01 | % | | | 0.00 | % | | | 0.23 | % | | | 3.83 | % | | | 0.73 | % | | | 3.12 | % | | $ | 5,551 | | | | 31.09 | % |
Medians | | | | | | | | 0.00 | % | | | 0.00 | % | | | 0.24 | % | | | 3.91 | % | | | 0.73 | % | | | 3.24 | % | | $ | 4,351 | | | | 32.50 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EQFN | | Equitable Financial Corp. | | (2) | | NE | | | | -0.02 | % | | | 0.00 | % | | | 0.27 | % | | | 4.28 | % | | | 0.69 | % | | | 3.59 | % | | $ | 3,575 | | | | 35.10 | % |
FSBC | | FSB Bancorp, Inc. | | | | NY | | | | 0.01 | % | | | 0.00 | % | | | 0.13 | % | | | 3.94 | % | | | 1.00 | % | | | 2.94 | % | | $ | 3,314 | | | | 26.32 | % |
HFBL | | Home Federal Bancorp, Inc. of Louisiana | | | | LA | | | | 0.00 | % | | | 0.00 | % | | | 0.43 | % | | | 4.58 | % | | | 0.91 | % | | | 3.67 | % | | $ | 6,782 | | | | 32.50 | % |
JXSB | | Jacksonville Bancorp, Inc. | | | | IL | | | | NA | | | | 0.00 | % | | | 0.34 | % | | | 3.70 | % | | | 0.46 | % | | | 3.24 | % | | $ | 3,772 | | | | 26.38 | % |
MELR | | Melrose Bancorp, Inc. | | | | MA | | | | 0.56 | % | | | 0.00 | % | | | 0.44 | % | | | 3.39 | % | | | 0.90 | % | | | 2.49 | % | | $ | 9,649 | | | | 38.46 | % |
MSBF | | MSB Financial Corp. | | | | NJ | | | | 0.00 | % | | | 0.00 | % | | | 0.24 | % | | | 4.02 | % | | | 0.81 | % | | | 3.21 | % | | $ | 7,685 | | | | 34.19 | % |
PBSK | | Poage Bankshares, Inc. | | | | KY | | | | 0.00 | % | | | 0.00 | % | | | 0.12 | % | | | 4.40 | % | | | 0.76 | % | | | 3.64 | % | | $ | 4,199 | | | | 28.10 | % |
RNDB | | Randolph Bancorp, Inc. | | | | MA | | | | -0.48 | % | | | 0.00 | % | | | -0.06 | % | | | 3.61 | % | | | 0.52 | % | | | 3.09 | % | | $ | 2,529 | | | | NM | |
WAYN | | Wayne Savings Bancshares, Inc. | | | | OH | | | | 0.00 | % | | | 0.00 | % | | | 0.16 | % | | | 3.88 | % | | | 0.58 | % | | | 3.30 | % | | $ | 4,502 | | | | 24.63 | % |
WVFC | | WVS Financial Corp. | | | | PA | | | | NA | | | | 0.00 | % | | | 0.25 | % | | | 2.45 | % | | | 0.65 | % | | | 1.80 | % | | $ | 9,500 | | | | 34.12 | % |
(1) Net gains/losses includes gain/loss on sale of securities and nonrecurring income and expense.
(2) For the 12 months ended March 31, 2017 or the latest date available.
| 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) 2017 by RP® Financial, LC.
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.9 |
Group. A lower level of net operating expenses accounted for the Bank’s more favorable reported results, despite of the Bank’s lower net interest income ratio and lower non-interest income.
SSB’s net interest income ratio was lower than the Peer Group’s ratio, due to a much higher level of interest expense despite a higher level of interest income. The Bank’s interest income is supported by the higher ratio of loans in the asset base than the Peer Group, along with the diversified loan portfolio that includes a level of higher yielding commercial and construction loans. SSB’s overall yield earned on interest-earning assets (4.28%) was higher than the 3.83% ratio for the Peer Group. Alternatively, the Bank’s cost of funds was relatively much higher than the Peer Group (1.64% versus 0.73% for the Peer Group), reflecting the deposit base that contains a level of higher costing certificates of deposit. Overall, SSB reported a lower net interest income to average assets ratio than the Peer Group, at 2.67% and 2.95%, respectively.
In another key area of core earnings strength, SSB reported a much lower ratio of operating expenses, 1.78% of average assets versus the Peer Group (3.08% of average assets). In connection with the operating expense ratios, SSB maintained a comparatively lower number of employees relative to its asset size. Assets per full time equivalent employee equaled $8.3 million for the Bank versus a comparable measure of $5.6 million for the Peer Group. On a post-offering basis, the Bank’s operating expenses can be expected to further increase with the addition of the ESOP and certain expenses that result from being a publicly-traded savings institution, with such expenses already impacting the Peer Group's operating expenses. At the same time, SSB’s capacity to leverage operating expenses will be enhanced following the increase in capital realized from the infusion of net stock proceeds.
When viewed together, net interest income and operating expenses provide considerable insight into a bank’s earnings strength, since those sources of income and expenses are typically the most prominent components of earnings and are generally more predictable than losses and gains realized from the sale of assets or other non-recurring activities. In this regard, as measured by their expense coverage ratios (net interest income divided by operating expenses), the Bank’s earnings were more favorable than the Peer Group’s, based on respective expense coverage ratios of 1.50x for SSB and 0.96x for the Peer Group. A ratio less than 1.00x indicates that an institution depends on non-interest operating income to achieve profitable operations.
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.10 |
Offsetting SSB’s advantage in lower operating expenses is the Bank’s lower contribution to earnings from non-interest operating income compared to the Peer Group. Non-interest operating income equaled 0.05% and 0.97% of SSB’s and the Peer Group’s average assets, respectively. These figures include the impact of gains on the sale of loans, which are assumed to be recurring income. Taking non-interest operating income into account in comparing the Bank’s and the Peer Group's earnings, SSB’s efficiency ratio (operating expenses, net of amortization of intangibles, as a percent of the sum of non-interest operating income and net interest income) of 65.4% was more favorable than the Peer Group's efficiency ratio of 78.6%.
Loan loss provisions had a modest, but larger impact on the Peer Group’s earnings, with loan loss provisions established by the Bank and the Peer Group equaling 0.04% and 0.14% of average assets, respectively. The impact of loan loss provisions on the Bank’s and the Peer Group’s earnings, particularly when taking into consideration the prevailing credit market environment for mortgage based lenders, were indicative of the asset quality position of the Bank and Peer Group.
For the 12 months ended June 30, 2017, the Bank reported no non-operating gains or losses, while the Peer Group reported, on average, 0.01% of average assets of net non-operating gains. Typically, gains and losses generated from non-operating items are viewed as non-recurring in nature, particularly to the extent that such gains and losses result from the sale of investments or other assets that are not considered to be part of an institution’s core operations. Extraordinary items were not a factor in either the Bank’s or the Peer Group's earnings.
On average, the Peer Group reported an average effective tax rate of 31.09%, while SSB reported an effective tax rate of 35.68%. As indicated in the prospectus, the Bank’s effective marginal tax rate is assumed to equal 41.6% (inclusive of both federal and state corporate taxes) when calculating the after tax return on conversion proceeds.
Loan Composition
Table 3.4 presents data related to the Bank’s and the Peer Group’s loan portfolio compositions (including any investment in MBS). The Bank’s loan portfolio composition reflected a lower concentration of investment in 1-4 family property secured assets (permanent mortgage loans and MBS) than maintained by the Peer Group (45.22% of assets versus 51.49% for the Peer Group). The Bank reported minimal investments in MBS, while the Peer
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.11 |
Table 3.4
Loan Portfolio Composition and Related Information
Comparable Institution Analysis
As of June 30, 2017 or the Most Recent Date Available.
| | | | Portfolio Composition as a Percent of Assets | | | | | | | | | | |
| | | | | | | 1-4 | | | Constr. | | | Multi- | | | | | | Commerc. | | | | | | RWA/ | | | Serviced | | | Servicing | |
| | | | MBS | | | Family | | | & Land | | | Family | | | Comm RE | | | Business | | | Consumer | | | Assets | | | For Others | | | Assets | |
| | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | ($000) | | | ($000) | |
SSB Bank | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
June 30, 2017 | | | | | 0.39 | % | | | 44.83 | % | | | 6.22 | % | | | 2.93 | % | | | 23.74 | % | | | 6.67 | % | | | 1.04 | % | | | 70.92 | % | | $ | 40,126 | | | $ | 188 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Public Thrifts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | 10.56 | % | | | 40.78 | % | | | 3.32 | % | | | 4.40 | % | | | 11.86 | % | | | 3.82 | % | | | 2.09 | % | | | 60.72 | % | | $ | 229,655 | | | $ | 1,823 | |
Medians | | | | | 5.32 | % | | | 43.52 | % | | | 2.10 | % | | | 1.50 | % | | | 9.31 | % | | | 1.85 | % | | | 0.51 | % | | | 62.55 | % | | $ | 0 | | | $ | 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | 10.16 | % | | | 41.33 | % | | | 4.07 | % | | | 3.09 | % | | | 13.13 | % | | | 5.15 | % | | | 1.27 | % | | | 67.93 | % | | $ | 158,047 | | | $ | 1,232 | |
Medians | | | | | 7.30 | % | | | 39.61 | % | | | 3.32 | % | | | 2.50 | % | | | 15.46 | % | | | 6.70 | % | | | 0.24 | % | | | 66.26 | % | | $ | 42,556 | | | $ | 407 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equitable Bank | | NE | | | 0.23 | % | | | 21.87 | % | | | 8.36 | % | | | 5.30 | % | | | 26.09 | % | | | 8.43 | % | | | 1.44 | % | | | 92.30 | % | | $ | 112,340 | | | $ | 853 | |
Fairport Savings Bank | | NY | | | 2.96 | % | | | 75.05 | % | | | 3.40 | % | | | 2.16 | % | | | 3.68 | % | | | 0.87 | % | | | 0.03 | % | | | 59.88 | % | | $ | 128,143 | | | $ | 891 | |
Home Federal Bank | | LA | | | 14.63 | % | | | 37.81 | % | | | 9.21 | % | | | 3.73 | % | | | 18.22 | % | | | 8.16 | % | | | 0.11 | % | | | 66.68 | % | | $ | 36,156 | | | $ | 216 | |
Jacksonville Savings Bank | | IL | | | 15.95 | % | | | 17.18 | % | | | 2.65 | % | | | 1.80 | % | | | 7.17 | % | | | 7.55 | % | | | 4.36 | % | | | 64.65 | % | | $ | 121,387 | | | $ | 550 | |
Melrose Bank | | MA | | | 0.00 | % | | | 66.89 | % | | | 4.51 | % | | | 3.64 | % | | | 5.57 | % | | | 0.00 | % | | | 0.05 | % | | | 63.97 | % | | $ | 0 | | | $ | 0 | |
Millington Bank | | NJ | | | 4.93 | % | | | 38.84 | % | | | 3.24 | % | | | 7.88 | % | | | 22.85 | % | | | 8.97 | % | | | 0.10 | % | | | 83.26 | % | | $ | 0 | | | $ | 0 | |
Town Square Bank | | KY | | | 6.82 | % | | | 40.39 | % | | | 2.50 | % | | | 1.61 | % | | | 16.25 | % | | | 7.99 | % | | | 3.98 | % | | | 66.61 | % | | $ | 44,429 | | | $ | 343 | |
Randolph Savings Bank | | MA | | | 7.78 | % | | | 52.45 | % | | | 4.64 | % | | | 0.92 | % | | | 15.20 | % | | | 3.38 | % | | | 2.21 | % | | | 65.91 | % | | $ | 1,097,334 | | | $ | 8,992 | |
Wayne Savings Community Bank | | OH | | | 11.54 | % | | | 43.19 | % | | | 1.47 | % | | | 2.84 | % | | | 15.72 | % | | | 5.85 | % | | | 0.37 | % | | | 67.29 | % | | $ | 40,682 | | | $ | 470 | |
West View Savings Bank | | PA | | | 36.79 | % | | | 19.60 | % | | | 0.67 | % | | | 1.04 | % | | | 0.58 | % | | | 0.24 | % | | | 0.04 | % | | | 48.71 | % | | $ | 0 | | | $ | 0 | |
(1) As of March 31, 2017 or the latest date available.
Note: Bank level data
| Source: | SNL Financial LC. and RP® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reilable, but we cannot guarantee the accuracy or completeness of such information. |
Copyright (c) 2017 by RP® Financial, LC.
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.12 |
Group reported an MBS investment at 10.2% of assets on average. SSB reported a similarly sized portfolio of loans serviced for others compared to the Peer Group, and lower capitalized mortgage servicing right as a percent of assets.
Diversification into higher risk and higher yielding types of lending was greater for the Bank, as SSB reported total loans other than 1-4 family and MBS of 40.60% of assets, versus 26.71% for the Peer Group. Commercial real estate/multi-family loans represented the most significant area of lending diversification for the Bank (23.74% of assets), followed by commercial business loans (6.97% of assets). The Peer Group’s lending diversification consisted primarily also of commercial real estate/multi-family loans (13.13% of assets), followed by commercial business loans (5.15% of assets). The relative concentration of assets in loans and diversification into higher risk types of loans by SSB translated into a higher risk weighted assets-to-assets ratio for the Bank (70.92%) than the Peer Group (60.72%).
Credit Risk
Based on a comparison of credit quality measures, the Bank’s credit risk exposure was considered to be somewhat unfavorable to that of the Peer Group. As shown in Table 3.5, the Bank’s non-performing assets/assets (excluding performing troubled debt restructured loans) and foreclosed real estate/assets equaled 1.50% and 0.04%, respectively, versus comparable measures of 0.62% and 0.04% for the Peer Group, indicating a disadvantage for the Bank. At the same time, the Bank recorded a higher non-performing loans/loans ratio than the Peer Group, at 1.68% and 1.36% respectively. The Bank maintained a lower reserve coverage ratio, loss reserves as a percent of total NPAs, which equaled 42.66% for the Bank versus 95.58% for the Peer Group. Loss reserves maintained as percent of net loans receivable equaled 0.72% for the Bank versus 0.95% for the Peer Group. Net loan charge-offs were modest for both the Bank and Peer Group, based on ratios of 0.01% and 0.03% of net loans receivable, respectively, indicating a limited level of activities in terms of addressing problem assets.
Interest Rate Risk
Table 3.6 reflects various key ratios highlighting the relative interest rate risk exposure of the Bank versus the Peer Group. In terms of balance sheet ratios, SSB’s interest rate risk characteristics were considered to be less favorable than the Peer Group. The Bank’s equity-to-assets and IEA/IBL ratios were lower than the Peer Group, thereby implying a higher dependence on the yield-cost spread to sustain the net interest margin for the Bank. The Bank
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.13 |
Table 3.5
Credit Risk Measures and Related Information
Comparable Institution Analysis
As of June 30, 2017 or the Most Recent Date Available.
| | | | | | | NPAs & | | | Adj NPAs & | | | | | | | | | | | | Rsrves/ | | | | | | | |
| | | | REO/ | | | 90+Del/ | | | 90+Del/ | | | NPLs/ | | | Rsrves/ | | | Rsrves/ | | | NPAs & | | | Net Loan | | | NLCs/ | |
| | | | Assets | | | Assets (1) | | | Assets (2) | | | Loans (3) | | | Loans HFI | | | NPLs (3) | | | 90+Del (1) | | | Chargeoffs (4) | | | Loans | |
| | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | ($000) | | | (%) | |
SSB Bank | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
June 30, 2017 | | | | | 0.04 | % | | | 1.67 | % | | | 1.50 | % | | | 1.68 | % | | | 0.72 | % | | | 42.66 | % | | | 36.69 | % | | $ | 19 | | | | 0.01 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Public Thrifts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | 0.20 | % | | | 1.34 | % | | | 0.84 | % | | | 1.70 | % | | | 1.01 | % | | | 135.68 | % | | | 122.29 | % | | $ | 4,008 | | | | 0.07 | % |
Medians | | | | | 0.01 | % | | | 0.81 | % | | | 0.45 | % | | | 1.07 | % | | | 0.93 | % | | | 80.18 | % | | | 65.50 | % | | $ | 43 | | | | 0.02 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | 0.04 | % | | | 1.10 | % | | | 0.62 | % | | | 1.36 | % | | | 0.95 | % | | | 95.58 | % | | | 91.44 | % | | $ | 112 | | | | 0.03 | % |
Medians | | | | | 0.00 | % | | | 1.02 | % | | | 0.47 | % | | | 1.38 | % | | | 0.94 | % | | | 76.08 | % | | | 72.61 | % | | $ | 25 | | | | 0.01 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equitable Bank | | NE | | | 0.09 | % | | | 1.93 | % | | | 1.03 | % | | | 1.95 | % | | | 1.48 | % | | | 76.08 | % | | | 72.61 | % | | $ | 43 | | | | 0.02 | % |
Fairport Savings Bank | | NY | | | 0.00 | % | | | 0.01 | % | | | 0.01 | % | | | 0.02 | % | | | 0.45 | % | | | NA | | | | NA | | | $ | 0 | | | | 0.00 | % |
Home Federal Bank | | LA | | | 0.13 | % | | | 0.83 | % | | | 0.79 | % | | | 0.85 | % | | | 1.18 | % | | | 132.20 | % | | | 105.16 | % | | $ | 31 | | | | 0.01 | % |
Jacksonville Savings Bank, SSB | | IL | | | 0.00 | % | | | 1.01 | % | | | 0.44 | % | | | 1.78 | % | | | 1.62 | % | | | 90.56 | % | | | 90.30 | % | | $ | 19 | | | | 0.01 | % |
Melrose Bank | | MA | | | 0.00 | % | | | 0.18 | % | | | 0.18 | % | | | 0.22 | % | | | 0.42 | % | | | 191.98 | % | | | 191.98 | % | | $ | 0 | | | | 0.00 | % |
Millington Bank | | NJ | | | 0.00 | % | | | 2.79 | % | | | 1.36 | % | | | 3.28 | % | | | 1.14 | % | | | 34.82 | % | | | 34.82 | % | | $ | -72 | | | | -0.02 | % |
Townbank, NA | | KY | | | 0.15 | % | | | 1.93 | % | | | 1.42 | % | | | 2.40 | % | | | 0.79 | % | | | 32.94 | % | | | 30.36 | % | | $ | 857 | | | | 0.25 | % |
Randolph Savings Bank | | MA | | | 0.00 | % | | | 1.18 | % | | | 0.44 | % | | | 1.49 | % | | | 0.97 | % | | | 59.53 | % | | | 59.53 | % | | $ | 73 | | | | 0.02 | % |
Wayne Savings Community Bank | | OH | | | 0.05 | % | | | 1.03 | % | | | 0.50 | % | | | 1.27 | % | | | 0.92 | % | | | 72.59 | % | | | 68.69 | % | | $ | 166 | | | | 0.05 | % |
West View Savings Bank | | PA | | | 0.00 | % | | | 0.07 | % | | | 0.07 | % | | | 0.32 | % | | | 0.54 | % | | | 169.51 | % | | | 169.51 | % | | $ | 0 | | | | 0.00 | % |
(1) NPAs are defined as nonaccrual loans, performing TDRs, and OREO.
(2) Adjusted NPAs are defined as nonaccrual loans and OREO (performing TDRs are excluded).
(3) NPLs are defined as nonaccrual loans and performing TDRs.
(4) Net loan chargeoffs are shown on a last twelve month basis.
(5) As of or for the twelve months ended March 31, 2017 or the most recent date available.
| Source: | SNL Financial, LC and RP® Financial, LC. calculations. The information provided in this table has been obrained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information. |
Copyright (c) 2017 by RP® Financial, LC.
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.14 |
Table 3.6
Interest Rate Risk Measures and Net Interest Income Volatility
Comparable Institution Analysis
As of June 30, 2017 or the Most Recent Date Available.
| | | | | Balance Sheet Measures | | | | | | | | | | | | | | | | | | | |
| | | | | Tangible | | | Avg | | | Non-Earn. | | | Quarterly Change in Net Interest Income | |
| | | | | Equity/ | | | IEA/ | | | Assets/ | | | | | | | | | | | | | | | | | | | |
| | | | | Assets | | | Avg IBL | | | Assets | | | 6/30/2017 | | | 3/31/2017 | | | 12/31/2016 | | | 9/30/2016 | | | 6/30/2016 | | | 3/31/2016 | |
| | | | | (%) | | | (%) | | | (%) | | | (change in net interest income is annualized in basis points) | |
SSB Bank | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
June 30, 2017 | | | | | | | | 7.9 | % | | | 106.2 | % | | | 5.9 | % | | | -33 | | | | 16 | | | | 34 | | | | -14 | | | | 21 | | | | -23 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Public Thrifts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Average | | | | | | | | 12.2 | % | | | 127.4 | % | | | 7.0 | % | | | 5 | | | | -1 | | | | 0 | | | | -2 | | | | 2 | | | | -4 | |
Median GA | | | | | | | | 11.1 | % | | | 124.3 | % | | | 7.0 | % | | | 5 | | | | 1 | | | | -1 | | | | 1 | | | | 0 | | | | -2 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Average | | | | | | | | 12.6 | % | | | 126.1 | % | | | 7.2 | % | | | 3 | | | | 2 | | | | -1 | | | | 0 | | | | -1 | | | | 0 | |
Median | | | | | | | | 13.9 | % | | | 126.1 | % | | | 7.6 | % | | | 3 | | | | 2 | | | | -1 | | | | 1 | | | | -2 | | | | 6 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EQFN | | Equitable Financial Corp. | | (1) | | NE | | | | 14.8 | % | | | 129.8 | % | | | 8.5 | % | | | NA | | | | 0 | | | | 3 | | | | 18 | | | | 17 | | | | -20 | |
FSBC | | FSB Bancorp, Inc. | | | | NY | | | | 11.0 | % | | | 112.9 | % | | | 4.6 | % | | | -7 | | | | 1 | | | | -6 | | | | 11 | | | | 0 | | | | -1 | |
HFBL | | Home Federal Bancorp, Inc. of Louisiana | | | | LA | | | | 10.8 | % | | | 122.7 | % | | | 7.9 | % | | | 13 | | | | -1 | | | | -14 | | | | -9 | | | | 12 | | | | 16 | |
JXSB | | Jacksonville Bancorp, Inc. | | | | IL | | | | 13.9 | % | | | NA | | | | 9.4 | % | | | -12 | | | | 9 | | | | -12 | | | | -18 | | | | -12 | | | | 7 | |
MELR | | Melrose Bancorp, Inc. | | | | MA | | | | 15.1 | % | | | 124.2 | % | | | 6.9 | % | | | 8 | | | | -4 | | | | 6 | | | | 6 | | | | -3 | | | | 6 | |
MSBF | | MSB Financial Corp. | | | | NJ | | | | 14.8 | % | | | 126.1 | % | | | 7.6 | % | | | 6 | | | | 11 | | | | 13 | | | | -14 | | | | 5 | | | | 18 | |
PBSK | | Poage Bankshares, Inc. | | | | KY | | | | 14.1 | % | | | 130.1 | % | | | 5.7 | % | | | -2 | | | | -7 | | | | -15 | | | | 0 | | | | -11 | | | | -40 | |
RNDB | | Randolph Bancorp, Inc. | | | | MA | | | | NA | | | | 137.3 | % | | | 9.5 | % | | | 3 | | | | 3 | | | | 15 | | | | -7 | | | | -5 | | | | NA | |
WAYN | | Wayne Savings Bancshares, Inc. | | | | OH | | | | 9.1 | % | | | NA | | | | 4.5 | % | | | 12 | | | | 8 | | | | -3 | | | | 9 | | | | -12 | | | | 8 | |
WVFC | | WVS Financial Corp. | | | | PA | | | | 9.4 | % | | | NA | | | | NA | | | | 1 | | | | 4 | | | | 1 | | | | 2 | | | | 2 | | | | 6 | |
NA=Change is greater than 100 basis points during the quarter.
(1) As of March 31, 2017 or the latest date available.
| 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) 2017 by RP® Financial, LC.
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.15 |
reported a lower level of non-interest earning assets, which provides an indication of the earnings capabilities and interest rate risk of the balance sheet. On a pro forma basis, the infusion of stock proceeds can be expected to provide the Bank with improved balance sheet interest rate risk characteristics, with such ratios likely remaining less favorable than currently maintained by the Peer Group, particularly with respect to the increases that will be realized in the Bank’s equity-to-assets and IEA/IBL ratios.
To analyze interest rate risk associated with the net interest margin, we reviewed quarterly changes in net interest income as a percent of average assets for SSB and the Peer Group. The relative fluctuations in the Bank’s net interest income to average assets ratio were considered to be higher than the Peer Group and, thus, based on the interest rate environment that prevailed during the period analyzed in Table 3.6, SSB was viewed as maintaining a higher degree of interest rate risk exposure in the net interest margin. The stability of the Bank’s net interest margin should be enhanced by the infusion of stock proceeds, as the increase in capital will reduce the level of interest rate sensitive liabilities funding SSB’s assets.
Summary
Based on the above analysis, RP Financial concluded that the Peer Group forms a reasonable basis for determining the pro forma market value of the Bank. Such general characteristics as asset size, capital position, interest-earning asset composition, funding composition, core earnings measures, loan composition, credit quality and exposure to interest rate risk all tend to support the reasonability of the Peer Group from a financial standpoint. Those areas where differences exist will be addressed in the form of valuation adjustments to the extent necessary.
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.1 |
IV. VALUATION ANALYSIS
Introduction
This chapter presents the valuation analysis and methodology, prepared pursuant to the regulatory valuation guidelines, and valuation adjustments and assumptions used to determine the estimated pro forma market value of the common stock to be issued in conjunction with the Company’s minority stock offering.
Appraisal Guidelines
The federal regulatory appraisal guidelines utilized by the OCC specify the pro forma market value methodology for estimating the pro forma market value of an institution. Pursuant to this methodology: (1) a peer group of comparable publicly-traded institutions is selected; (2) a financial and operational comparison of the subject company relative to the peer group is conducted to discern key differences, leading to valuation adjustments; and, (3) a valuation analysis in which the pro forma market value of the converting thrift is determined based on the market pricing of the peer group as of the date of the valuation, incorporating valuation adjustments for key differences. In addition, the pricing characteristics of recent conversions, both at conversion and in the aftermarket, must be considered. Given the unique differences in the pricing characteristics of publicly-traded MHCs relative to fully-converted thrift stocks, we have also reviewed the pricing characteristics of publicly-traded and non-publicly-traded MHCs on a fully-converted basis.
RP Financial Approach to the Valuation
The valuation analysis herein complies with such regulatory approval guidelines. Accordingly, the valuation incorporates a detailed analysis based on the Peer Group, discussed in Chapter III, which constitutes “fundamental analysis” techniques. Additionally, the valuation incorporates a “technical analysis” of recently completed conversions, including closing pricing and aftermarket trading of such offerings. It should be noted that these valuation analyses cannot possibly fully account for all the market forces which impact trading activity and pricing characteristics of a particular stock on a given day.
The pro forma market value determined herein is a preliminary value for the Company’s to-be-issued stock. Throughout the stock issuance process, RP Financial will: (1) review changes in SSB’s operations and financial condition; (2) monitor the Bank’s operations and
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.2 |
financial condition relative to the Peer Group to identify any fundamental changes; (3) monitor the external factors affecting value including, but not limited to, local and national economic conditions, interest rates, and the stock market environment, including the market for thrift stocks; and, (4) monitor pending conversion offerings, both regionally and nationally. If material changes should occur prior to closing of the offering, RP Financial will evaluate if updated valuation reports should be prepared reflecting such changes and their related impact on value, if any. RP Financial will also prepare a final valuation update at the closing of the offering to determine if the prepared valuation analysis and resulting range of value continues to be appropriate.
The appraised value determined herein is based on the current market and operating environment for the Bank and for all thrifts. Subsequent changes in the local and national economy, the legislative and regulatory environment, the stock market, interest rates, and other external forces (such as natural disasters or major world events), which may occur from time to time (often with great unpredictability) may materially impact the market value of all thrift stocks, including the Company’s value, or the Company’s value alone. To the extent a change in factors impacting the Bank’s value can be reasonably anticipated and/or quantified, RP Financial has incorporated the estimated impact into the analysis.
Valuation Analysis
A fundamental analysis discussing similarities and differences relative to the Peer Group was presented in Chapter III. The following sections summarize the key differences between the Bank and the Peer Group and how those differences affect the pro forma valuation. Emphasis is placed on the specific strengths and weaknesses of SSB relative to the Peer Group in such key areas as financial condition, profitability, growth and viability of earnings, asset growth, primary market area, dividends, liquidity of the shares, marketing of the issue, management, and the effect of government regulations and/or regulatory reform. We have also considered the market for thrift stocks, in particular new issues, to assess the impact on value of the Bank coming to market at this time.
The financial condition of an institution is an important determinant in pro forma market value because investors typically look to such factors as liquidity, capital, asset composition and quality, and funding sources in assessing investment attractiveness. The similarities and differences in the Bank’s and the Peer Group’s financial strengths are noted as follows:
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.3 |
| § | Overall A/L Composition. In comparison to the Peer Group, the Bank’s IEA composition was slightly more favorable, reflecting a higher concentration of loans, and a lower concentration of cash and investments, resulting in an implied higher earnings capacity. In terms of funding liabilities, SSB’s deposits were similar and borrowings were higher as a percent of assets compared to the Peer Group, resulting from the lower equity position of the Bank. The higher level of borrowings is unfavorable given the higher cost and inability to gain fee income from these liabilities compared to deposits. Lending diversification into higher yielding types of loans (albeit higher risk loans) was more significant for SSB, with such loans approximating 41% percent of assets for SSB versus 27% for the Peer Group. Substantial recent loan growth has occurred in the loan portfolio, and the relative unseasoned nature of this portfolio provides additional risk. The higher investment in higher risk loans resulted in SSB reporting a higher risk weighted assets-to-assets ratio in comparison to the Peer Group’s ratio, as well as all, but one of the Peer Group members. The Bank’s IEA composition also resulted in a higher yield earned on IEA, while the Bank’s cost of IBL was much higher than the Peer Group’s cost of funds. As a percent of assets, SSB maintained a higher level of IEA and a higher level of IBL, given the lower pre-conversion equity position of the Bank. After factoring in the impact of the net stock proceeds, the Company’s IEA/IBL ratio will continue to exceed the Peer Group’s ratio. RP Financial concluded that A/L composition was a moderate downward factor in the adjustment for financial condition. |
| § | Credit Quality. SSB’s NPAs/assets and NPLs/loans ratios were higher than the comparable Peer Group ratios. Additionally, when excluding performing TDRs from the NPA/assets ratio, SSB’s ratio remained higher than the Peer Group average. Loan loss reserves as a percent of loans, NPLs and NPAs were lower than the Peer Group averages. Net loan charge-offs as a percent of loans were minimal for both SSB and the Peer Group. As noted above, SSB’s risk weighted assets-to-assets ratio was higher than the Peer Group’s ratio. In addition, the Bank’s loan portfolio composition was concentrated in higher risk non-residential assets. Overall, RP Financial concluded that credit quality was a slight downward factor in the adjustment for financial condition. |
| § | Balance Sheet Liquidity. As of the valuation date, SSB reported a lower level of cash and investment securities relative to the Peer Group, with the Bank’s investments concentrated in cash and equivalents. Following the infusion of stock proceeds, the Bank’s cash and investments ratio is expected to increase as the proceeds retained at the holding company level will be initially deployed into shorter term investment securities while the Bank’s portion of the proceeds will also be deployed into investments pending the longer term reinvestment into loans. The Bank’s future borrowing capacity was considered to be similar to the Peer Groups’, given current levels of borrowings currently utilized by the Bank and Peer Group in funding the asset base. Overall, RP Financial concluded that pro forma balance sheet liquidity was a neutral factor in our adjustment for financial condition. |
| § | Funding Liabilities. SSB’s IBL composition reflected a similar concentration of deposits and higher use of borrowings relative to the comparable Peer Group ratios, and SSB’s cost of funds was notably higher than the Peer Group’s ratio, in part due to the level of higher cost borrowings. Total IBL as a percent of assets were higher for the Bank as compared to the Peer Group’s ratio due to the lower pre-conversion equity ratio maintained by the Bank. Following the stock offering, the increase in the Bank’s |
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.4 |
equity position will reduce the level of IBL, although such level will remain above the Peer Group level. Overall, RP Financial concluded that funding liabilities were a slightly negative factor in our adjustment for financial condition.
| § | Tangible Equity/Return on Equity. SSB currently operates with a lower tangible equity-to-assets ratio as compared to the Peer Group. Following the stock offering, SSB’s pro forma tangible equity position will increase, but remain below the Peer Group’s ratio, which will result in more limited leverage potential. At the same time, the Bank’s higher pro forma level of earnings is calculated to result in a higher ROE, an attractive metric from an investor view. On balance, RP Financial concluded that the tangible equity position was a neutral factor in our adjustment for financial condition. |
On balance, SSB’s financial condition, taking into account the above factors, was considered to be somewhat less favorable to the Peer Group’s, and thus a slight downward adjustment was applied for this valuation adjustment.
| 2. | Profitability, Growth and Viability of Earnings |
Earnings are a key factor in determining pro forma market value, as the level and risk characteristics of a financial institution’s earnings stream and the prospects and ability to generate future earnings, heavily influence the multiple that the investment community will pay for earnings. The major factors considered in the valuation are described below.
| § | Reported Profitability. For the most recent 12 month period, SSB reported net income of $840,000, or 0.58% of average assets, versus average and median profitability of 0.50% and 0.49% of average assets for the Peer Group. The Bank’s higher income in comparison to the Peer Group was attributable a lower level of operating expense, offset in part by lower non-interest income and a lower net interest income ratio (a result of higher interest income more than offset by much higher interest expense). The Peer Group relied to a limited extent on gains on the sale of loans, while SSB reported a net loss on loan sales accounting. One important difference between the Bank and the Peer Group is SSB’s lower interest income ratio, a result of the Bank’s much higher cost of funds which leads to a lower overall yield/cost spread. While SSB benefits from the lower operating expense ratio currently, the Bank’s recent move to the new headquarter’s office and continued growth plans will likely put upward pressure on operating expenses. Reinvestment of the proceeds from the stock offering into interest-earning assets will serve to increase the Bank’s bottom line income, with the benefit of reinvesting proceeds expected to be offset by higher operating expenses associated with operating as a publicly-traded company and the implementation of the planned benefit plans. SSB’s level of NPAs will remain as a potential negative factor in future earnings as additional loan loss reserves may be incurred. However, the Peer Group can also be expected to experience losses related to problem assets. On balance, RP Financial concluded that the Bank’s reported earnings were a neutral factor in our adjustment for profitability, growth and viability of earnings. |
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.5 |
| § | Core Profitability. Net interest income, operating expenses, non-interest operating income and loan loss provisions were reviewed in assessing the relative strengths and weaknesses of core profitability. SSB operated with a lower net interest income ratio and a lower level of non-interest operating income, based on a comparison to the Peer Group averages and medians. The dis-advantage in terms of revenues were mitigated by the Bank’s lower operating expense ratio such that the Bank’s efficiency ratio was more favorable than the Peer Group’s ratio. Loan loss provisions had a larger impact on the Peer Group’s earnings, although Peer Group provisions were modest in total. The expected earnings benefits the Bank should realize from the redeployment of stock proceeds into IEA and leveraging of post-conversion equity will likely be negated by expenses associated with the stock benefit plans, as well as incremental costs associated with the growth oriented business plan. On balance we believe the Bank’s core profitability was a neutral factor in this valuation adjustment. |
| § | Interest Rate Risk. Quarterly changes in the net interest income ratio for SSB indicated a somewhat higher degree of volatility. Other measures of interest rate risk, such as tangible equity and the IEA/IBL ratio were more favorable for the Peer Group. On a pro forma basis, the infusion of stock proceeds can be expected to provide the Bank with equity-to-assets and IEA/IBL ratios that will remain below that of the Peer Group. On balance, RP Financial concluded that interest rate risk was a slight downward factor in our adjustment for profitability, growth and viability of earnings. |
| § | Credit Risk. Loan loss provisions were a lower factor in the Bank’s income statement over the most recent 12 month time period. In terms of future exposure to credit quality related losses, SSB maintained a higher concentration of assets in loans and greater lending diversification into higher credit risk loans. The Bank’s risk weighted assets-to-assets ratio was higher than the Peer Group’s ratio, as well as all but one of the Peer Group member ratios. The Bank’s NPAs/assets ratio was less favorable than the Peer Group and loss reserves also were less favorable for the Bank in comparison to loans receivable, NPAs and NPLs. Net loan charge-offs over the last 12 months as a percent of loans were minimal for both the Bank and Peer Group. Overall, RP Financial concluded that credit risk was a slightly negative factor in the adjustment for profitability, growth and viability of earnings. |
| § | Earnings Growth Potential. SSB maintained a lower level of net interest income and a lower interest rate spread as compared to the Peer Group. The higher deposit costs in comparison to the Peer Group represent a future risk given the general rise in market interest rates recently and prospectively. The Bank’s earnings growth potential is limited by growth capabilities of the balance sheet in general in terms of the pro forma equity ratio which will likely remain below that of the Pee Group – a key part of the future operating strategy. However, the timing of such asset and loan growth, and quality of such loans to be obtained, remains uncertain. The Bank’s original primary market area reveals slightly less favorable current demographic and economic data and future trends, which may limit future franchise growth and profitability. The infusion of stock proceeds will provide the Bank with slightly less leverage potential than the Peer Group. On balance, because of the slightly less leverage potential, the risk to the net interest margin from a higher interest rate environment and the likely increase in operating expenses from both expansion activities as well as costs associated with operating as a publicly-traded company, we concluded that a slight downward adjustment was warranted for this factor. |
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.6 |
| § | Return on Equity. Currently, the Bank’s trailing 12 month ROE on either a reported or core basis is somewhat higher than the Peer Group’s ROE. On a pro forma basis, immediately following the conversion the Bank’s earnings increase will be limited whereas the equity will increase considerably, thus resulting in a lower pro forma ROE that will be only modestly above that of the Peer Group. Accordingly, this was a slightly positive factor in the adjustment for profitability, growth and viability of earnings. |
On balance, SSB’s pro forma earnings strength was considered to be slightly less favorable than the Peer Group’s and, thus, a slight downward adjustment was warranted for profitability, growth and viability of earnings.
SSB’s assets increased at an annual rate of 9.5% during the most recent 12 month period, while the Peer Group’s assets increased by 8.6% over the same time period. Nine of the ten Peer Group companies reported increases in assets, with the highest growth of a peer member equal to 28.08% (due to organic growth). The recent asset growth reported by SSB reflects the ongoing growth strategy, and has resulted in an equity/assets ratio of slightly under 8.0%, indicating that this growth rate cannot be sustained without additional equity. On a pro forma basis, SSB’s tangible equity-to-assets ratio is calculated to remain below the Peer Group's tangible equity-to-assets ratio, indicating less leverage capacity for the Bank. SSB’s market area location in Allegheny County and the related size and growth rate of the population base implies an unrestricted growth capability. After taking into account the higher recent historical asset growth rate, and based on the lower leverage capacity with the enhanced equity base following the offering, and the market area characteristics, we concluded that no valuation adjustment was warranted for asset growth.
The general condition of an institution’s market area has an impact on value, as future success is in part dependent upon opportunities for profitable activities in the local market served. SSB’s primary market area for loans and deposits is considered to be Allegheny County, with some additional lending activities in contiguous counties of Westmoreland and Butler. Within this market, the Bank faces significant competition for loans and deposits from both community based institutions and larger regional financial institutions, which provide a broader array of services and have significantly larger branch networks. However, the Peer Group companies by virtue of their relatively comparable size relative to SSB also face numerous and/or large competitors.
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.7 |
Demographic and economic trends and characteristics in the Bank’s primary market area are presented in Exhibit III-3 along with Peer Group comparable data. In this regard, the total population of Allegheny County is higher than the average and median primary market areas of the Peer Group. In addition, the historical and projected population growth rate in Allegheny County is slightly lower than the Peer Group average over the 2010-2017 and 2017-2022 periods. While these demographic trends slightly less favorable, the per capita income level in Allegheny County ($35,897 as of 2017) is similar to the average and well above the median of the Peer Group’s markets. As a percentage of the state average, Allegheny County is above the average and median of the Peer Group. The deposit market share exhibited by the Bank in Allegheny County is below the Peer Group average and median, indicative of the larger market within which the Bank operates, as several of the Peer Group members operate in smaller demographic areas. As shown in Table 4.1, the average unemployment rate for the primary market area counties served by the Peer Group companies was below the unemployment rate reflected for Allegheny County. On balance, we concluded that no adjustment was appropriate for the Bank’s market area.
Table 4.1
SSB Bank
Peer Group Market Area Unemployment Rates
| | | | Unemployment | |
| | | | Rate | |
| | County | | Jun-17 | |
| | | | | |
SSB Bank | | Allegheny, PA | | | 5.0 | % |
| | | | | | |
Peer Group Average | | | | | 4.8 | % |
| | | | | | |
Peer Group | | | | | | |
Randolph Bancorp, Inc. | | Norfolk, MA | | | 4.0 | % |
MSB Financial Corp. | | Morris, NJ | | | 3.4 | % |
Poage Bankshares, Inc. | | Boyd, KY | | | 8.4 | % |
Wayne Savings Bancshares, Inc. | | Wayne, OH | | | 4.2 | % |
Home Federal Bancorp, Inc. of Louisiana | | Caddo, LA | | | 6.7 | % |
WVS Financial Corp. | | Allegheny, PA | | | 5.0 | % |
Jacksonville Bancorp, Inc. | | Morgan, IL | | | 4.4 | % |
FSB Bancorp, Inc. | | Monroe, NY | | | 4.9 | % |
Melrose Bancorp, Inc. | | Middlesex, MA | | | 3.7 | % |
Equitable Financial Corp. | | Hall, NE | | | 3.1 | % |
Source: SNL Financial, LC.
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.8 |
At this time the Bank has not established a dividend policy. Future declarations of dividends by the Board of Directors will depend upon a number of factors, including investment opportunities, growth objectives, financial condition, profitability, tax considerations, minimum capital requirements, regulatory limitations, stock market characteristics and general economic conditions.
Five of the ten Peer Group companies pay regular cash dividends, with implied dividend yields ranging from 1.31% to 2.12%. The median dividend yield on the stocks of the Peer Group institutions was 1.41% as of August 18, 2017, representing a median payout ratio of 29.89% of earnings. Comparatively, as of August 18, 2017, the median dividend yield on the stocks of all fully-converted publicly-traded thrifts equaled 1.52%.
Our valuation adjustment for dividends for SSB also considered the regulatory policy with regard to payment of dividends to the MHC. Under current FRB policy, any dividends declared by SSB would be required to be paid to all shareholders. Accordingly, dividends paid by SSB would increase the amount of assets held by the MHC, after adjusting for applicable income taxes, and, thereby, increase the implied dilution incurred by the minority shareholders in a second-step conversion pursuant to the calculation to account for net assets held by the MHC in a second-step offering.
Overall, while the Bank has not established a definitive dividend policy prior to its stock offering, the Bank will have the capacity to pay a dividend comparable to the Peer Group’s average dividend yield based on pro forma earnings and capitalization. At the same time, dividend payments retained by the MHC would increase the implied dilution to minority shareholders in a second-step offering. On balance, we concluded that a slight downward adjustment was warranted for purposes of the Bank’s dividend policy.
| 6. | Liquidity of the Shares |
The Peer Group is by definition composed of companies that are traded in the public markets. All ten of the Peer Group members trade on NASDAQ. Typically, the number of shares outstanding and market capitalization provides an indication of how much liquidity there will be in a particular stock. The market capitalization of the Peer Group companies ranged from $29.7 million to $98.7 million as of August 18, 2017, with average and median market values of $54.8 million and $49.7 million, respectively. The shares issued and outstanding to the public
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.9 |
shareholders of the Peer Group members ranged from 1.8 million to 5.9 million, with average and median shares outstanding of 3.2 million and 2.7 million, respectively. The Bank’s stock offering at the midpoint is expected to provide for pro forma shares outstanding that will be lower than the average and median shares outstanding indicated for the Peer Group companies. Likewise, the market capitalization of the Bank at the midpoint of the offering range will be lower than the Peer Group average and median values. The Company’s stock is expected to be quoted on the OTC Pink Marketplace following the conversion offering, and the stock will retain characteristics of an initial public offering. Based on the above factors and the comparability of the anticipated trading market on the OTC Pink Marketplace, we concluded that a moderate downward valuation adjustment was warranted for this factor.
We believe that three separate markets exist for thrift stocks, including those coming to market such as SSB’s: (A) the after-market for public companies both fully-converted and MHCs, in which trading activity is regular and investment decisions are made based upon financial condition, earnings, capital, ROE, dividends and future prospects; (B) the new issue market in which converting thrifts are evaluated on the basis of the same factors, but on a pro forma basis without the benefit of prior operations as a fully-converted publicly-held company and stock trading history; and, (C) the thrift acquisition market. All three of these markets were considered in the valuation of the Bank’s to-be-issued stock.
The value of publicly-traded thrift stocks is easily measurable, and is tracked by most investment houses and related organizations. Exhibit IV-1 provides pricing and financial data on all publicly-traded thrifts. In general, thrift stock values react to market stimuli such as interest rates, inflation, perceived industry health, projected rates of economic growth, regulatory issues, and stock market conditions in general. Exhibit IV-2 displays historical stock market trends for various indices and includes historical stock price index values for thrifts and commercial banks. Exhibit IV-3 displays historical stock price indices for thrifts only.
In terms of assessing general stock market conditions, the overall stock market has trended higher in recent quarters. Stocks traded unevenly at the start of the fourth quarter of 2016, as investors reacted to third quarter earnings reports that had varied results. Consumer shares weighed on the broader stock market in the second half of October, following a string of
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.10 |
disappointing earnings reports coming out of the consumer sector and a downbeat outlook for the rest of 2016. The Dow Jones Industrial Average (the “DJIA”) fell for a third month in a row to close out October, with a monthly decline of 0.9%. Stocks extended their losing streak in early-November, as investors reacted to tightening polls for the presidential election. News of the FBI finding no new evidence to warrant charges against Democratic candidate Hillary Clinton sent stocks sharply higher the day before the presidential election. However, investors embraced Trump’s election, as stocks surged higher based on expectations for reduced corporate taxes and regulation and greater infrastructure spending under a Trump administration. Following seven consecutive sessions of closing higher, the DJIA closed down in mid-November 2016 as investors pared gains in shares that led the post-election stock market rally. The post-election stock market rally resumed during the second half of November, as U.S. stocks notched new record highs. Overall, the DJIA finished up 5.4% for the month of November. Led by gains in financial shares, stocks continued to surge higher during the first half of December. Stocks retreated after the Federal Reserve raised its target rate by a quarter of a percentage point at the conclusion of its mid-December policy meeting. After trading in a narrow range heading into late-December, stocks slumped in the final trading days of 2016. However, overall, the major U.S. stock indexes posted solid gains for 2016, with the DJIA and NASDAQ increasing 13.4% and 7.5%, respectively, in 2016.
Bank and healthcare stocks led the stock market higher at the start of 2017, as the DJIA approached the 20000 milestone in the first week of trading during 2017. Stocks traded in a narrow range heading into the fourth quarter earnings season and then edged lower in mid-January, as investors weighed both the timing and ultimate impact of expected policy changes from the Trump administration. The DJIA closed above 20000 for the first time in late-January, as President Trump’s moves during his first week in office to promote infrastructure spending and cut regulation propelled stocks higher. Stocks stumbled at the end of January, as President Trump’s restriction on immigration took a toll on the stock market’s optimism. The broader stock market rebounded during the first half of February, as the major U.S. stock indexes moved to fresh highs in response to President Trump taking action to scale back financial regulations and advancing campaign promises to lower taxes. Data pointing towards continuing growth in the U.S. economy sustained the bull market in the second half of February 2017, as the DJIA notched twelve consecutive highs through February 27, 2017. The streak of consecutive gains in the DJIA ended on the last day of February, which was followed by a surge in U.S. stock market indexes at the start of March. On March 1, 2017, the DJIA posted a gain of over 300 points and closed
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.11 |
above 21000 for the first time as investors embraced optimism from President Trump’s State of the Union address and signals from the Federal Reserve that they were growing confident enough in the U.S. economy to raise short-term interest rates in the near future. Stocks retreated following the record breaking day for the DJIA, with energy shares leading the decline as a supply glut of oil sent oil prices for lower for seven consecutive sessions going into mid-March. The Federal Reserve’s decision to raise its benchmark federal funds rate by a quarter helped to propel stocks higher at the conclusion of its mid-March meeting. Stocks reversed course during the second half of March, as the DJIA fell for eight consecutive trading sessions. Stocks that led the post-election rally, such as financial and infrastructure companies, were among the biggest decliners, amid political uncertainty over the fate of President Trump’s pro-business growth agenda and deregulation of the financial industry after Republicans pulled their healthcare bill from the House floor due to lack of adequate support.
The downward trend in the broader stock market continued during the first half of April 2017, with geopolitical uncertainty and weaker-than-expected job growth reflected in the March employment contributing to the pullback. Stocks rallied during the second half of April, led by a rebound in financial and industrial shares. Easing geopolitical concerns, a series of upbeat first quarter earnings reports and a victory by a centrist candidate in the first round of France’s presidential election were among the factors that supported the rally. The broader market traded in a narrow range at the end of April and into early-May, as gains in technology and industrial companies offset losses in the energy sector. A slightly stronger-than-expected jobs report for April helped to lift the S&P 500 index and the NASDAQ Composite index to record highs at the close of the first week of May. Stocks retreated heading in mid-May, which was attributable to falling oil prices and disappointing earnings posted by some larger retailers. Growing investor anxiety about the future of President Trump’s legislative agenda jarred stocks sharply lower heading into the second half of May. Stocks rebounded from the one day sell-off, as the Dow Jones Industrial Average (“DJIA”) closed up for six consecutive sessions. Rising oil prices, which lifted energy shares, and a rally in industrial and technology shares were noted factors that contributed to the late-May rally. After easing lower to close out May, stocks gained broadly at the start of June. All three major U.S. stock indexes closed at fresh highs in early-June, as the global economy and corporate profits showed signs of strength. The generally positive trend in the broader stock market extended into mid-June, although technology and retail stocks traded lower in mid-June. A rebound in technology shares propelled the DJIA and S&P 500 to fresh highs going into the second half of June, which was followed by a downturn led by a decline in
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.12 |
energy shares as oil prices slipped to their lowest levels since September 2016. Stocks traded in a mixed range to close out the second quarter, as a rally in bank stocks contributed to stock market gains. Comparatively, a sell-off in technology shares pressured stocks lower at the end of June.
The broader stock market continued to trade unevenly at the start of the third quarter, which was followed by a rebound with technology and bank shares leading the DJIA to three consecutive new highs in mid-July. Comments from the Chairwoman of the Federal suggesting a go slow approach to further rate increases was a noted factor that contributed to the stock market rally. Following a slight pull back, strong earnings reports posted by some of the “blue-chip” stocks and a strong jobs report for July sustained a stock market rally in late-July and into early-August that saw the DJIA crossing above the 22000 threshold during a string of closing at nine consecutive record highs. Stocks faltered in mid-August, amid rising tensions between the U.S. and North Korea and disappointing second quarter earnings reports posted by some of the big-box retailers and large technology companies. Heightened investor uncertainty stemming from the fallout of Tropical Storm Harvey and North Korea’s launch of a ballistic missile over Japan translated into a narrow trading range. On August 18, 2017, the DJIA closed at 21674.51, an increase of 19.2% from one year ago and an increase of 9.7% year-to-date, and the NASDAQ Composite index closed at 6216.53, an increase of 18.6% from one year ago and an increase of 15.5% year-to-date. The S&P 500 Index closed at 2425.55 on August 18, 2017, an increase of 10.9% from one year ago and an increase of 8.3% year-to-date.
The market for thrift stocks has also generally trended higher in recent quarters. In advance of third quarter earnings reports, thrift shares remained stable during the first half of October 2016. Financial shares led the stock market higher heading into the second half of October, in light of third quarter earnings reports generally offering fresh evidence of profitability improving for banks. Thrift stocks were largely trendless through the end of October and then pulled back along with the broader stock market in early-November. Bank and thrift stocks were among the strongest performers in leading the post-election stock market rally, reflecting investor expectations for reduced regulation of the banking sector. Financial shares retreated along with the broader stock market following the mid-December rate hike by the Federal Reserve. While thrift shares traded in a tight range in the closing weeks of 2016, the SNL Index for all publicly-traded thrifts finished 2016 with a gain of 19.49% in which the substantial portion of the gains occurred following the presidential election.
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.13 |
Financial shares led the stock market higher at the start of 2017, which was followed by a pullback as investors dumped shares of financial companies and bought government bonds. Despite generally favorable fourth quarter earnings reports posted by the money center banks, the downturn in financial shares continued heading into the second half of January. Financial shares paralleled trends in the broader stock market in late-January and then led the stock market rally in early-February following action by President Trump to scale back financial regulations. Financial shares also led the market lower heading into mid-February, as investors reacted to a flattening of the yield curve. Data indicating the U.S. economy was poised for additional growth contributed to thrift stocks rallying along with the broader stock market during the second half of February. Financial shares spiked higher at the start of March, which was followed by a general downward trend in thrift stocks through the first half of March. Thrift shares declined sharply along with the broader stock market heading into the close of the first quarter, amid growing uncertainty of how successful the Trump administration would be in pushing its agenda through Congress. A fresh round of upbeat economic data contributed to a rebound in thrift stocks at the close of the first quarter.
Financial shares led the broader stock market lower during the first half of April 2017, as investors pulled back from sectors that led the post-election rally in favor of technology stocks. Some favorable first quarter earnings reports posted by large banks and deal activity in the financial sector bolstered thrift stocks in the final week of April. Thrift shares traded in a tight range throughout the first week of May and then declined slightly heading into mid-May, as bank stocks led the market lower on growing investor anxiety about the future of President Trump’s legislative agenda including rolling back parts of the Dodd-Frank Act. Financial shares traded in tight range during the second half of May and then dipped lower to close out May, which was led by a decline in some of the money center banks on signals that second quarter trading revenues were weakening. Bank and thrift stocks rebounded along with the broader stock market at the start of June and then surged higher following the release of a Treasury report on bank oversight that raised expectations the post crisis era of heightened regulation would be ending. Financial shares largely traded flat following the Federal Reserve’s mid-June decision to raise it target interest rate by a quarter of a point. Heading into the second half of June thrift stocks trended lower and then rebounded at the close of the second quarter, as bank stocks rallied after the Federal Reserve approved capital plans for all 34 firms taking part in its annual stress tests.
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.14 |
A favorable jobs report for June boosted financial shares at the start of the third quarter, which was followed by a narrow range for the banking sector through late-July. Financial stocks participated in the broader stock market at the end of July and into-early August, which was followed by a slight pullback for the banking sector through mid-August. The decline in financial stocks was part of a broader market sell-off, as investors reacted to political turmoil, terror attacks and disappointing earnings. On August 18, 2017, the SNL Thrift Index closed at 862.89, an increase of 5.2% from one year ago and a decrease of 10.7% year-to-date, and the SNL MHC Index closed at 5437.86, a decrease of 10.6% from one year ago and a decrease of 15.9% year-to-date.
In addition to thrift stock market conditions in general, the new issue market for converting thrifts is also an important consideration in determining the Bank’s pro forma market value. The new issue market is separate and distinct from the market for seasoned thrift stocks 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 pricing of converting and existing issues is perhaps no clearer than in the case of the price/book (“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.
As shown in Table 4.2, two standard conversions have been completed during the past three months. While the standard conversions are not considered to be totally relevant for SSB’s pro forma pricing, given the MHC offering structure, we can still examine such information. The average closing pro forma price/tangible book ratio of the two recent standard conversion offerings equaled 66.7%. On average, the two standard conversion offerings reflected price appreciation of 35.7% after the first week of trading. As of August 18, 2017, the two recent standard conversion offerings reflected a 38.6% increase in price on average.
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.15 |
Table 4.2
Pricing Characteristics and After-Market Trends
Conversions Completed in the Last Three Months
| | Pre-Conversion Data | | | | | | Contribution to | |
Institutional Information | | Financial Info. | | | Asset Quality | | | Offering Information | | | Char. Found. | |
| | | | | | | | | | | | | | | | | | Excluding Foundation | | | | | % of | |
| | Conversion | | | | | | | Equity/ | | | NPAs/ | | | Res. | | | Gross | | | % | | | % of | | | Exp./ | | | | | Public Off. | |
Institution | | Date | | Ticker | | Assets | | | Assets | | | Assets | | | Cov. | | | Proc. | | | Offer | | | Mid. | | | Proc. | | | Form | | Inc. Fdn. | |
| | | | | | ($Mil) | | | (%) | | | (%) | | | (%) | | | ($Mil.) | | | (%) | | | (%) | | | (%) | | | | | (%) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Standard Conversions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Eagle Financial Bancorp, Inc. - OH | | 7/21/17 | | EFBI-NASDAQ | | $ | 119 | | | | 11.49 | % | | | 0.96 | % | | | 101 | % | | $ | 15.7 | | | | 100 | % | | | 95 | % | | | 8.0 | % | | C/S | | 0.62%/2.48% | |
Heritage NOLA Bancorp, Inc. - LA* | | 7/13/17 | | HRGG-OTC Pink | | $ | 104 | | | | 9.19 | % | | | 0.66 | % | | | 117 | % | | $ | 16.5 | | | | 100 | % | | | 132 | % | | | 7.3 | % | | N.A. | | N.A. | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Averages - Standard Conversions: | | $ | 112 | | | | 10.34 | % | | | 0.81 | % | | | 109 | % | | $ | 16.1 | | | | 100 | % | | | 114 | % | | | 7.6 | % | | N.A. | | N.A. | |
| | Medians - Standard Conversions: | | $ | 112 | | | | 10.34 | % | | | 0.81 | % | | | 109 | % | | $ | 16.1 | | | | 100 | % | | | 114 | % | | | 7.6 | % | | N.A. | | N.A. | |
| | Insider Purchases | | | | | | Pro Forma Data | | | | |
Institutional Information | | % Off Incl. Fdn.+Merger Shares | | | | | | Pricing Ratios(2)(5) | | | Financial Charac. | | | | |
| | | | | | Benefit Plans | | | | | | Initial | | | | | | | | | | | | | | | | | | | | | | |
| | Conversion | | | | | | | Recog. | | | Stk | | | Mgmt.& | | | Div. | | | | | | Core | | | | | | Core | | | | | | Core | | | IPO | |
Institution | | Date | | Ticker | | ESOP | | | Plans | | | Option | | | Dirs. | | | Yield | | | P/TB | | | P/E | | | P/A | | | ROA | | | TE/A | | | ROE | | | Price | |
| | | | | | (%) | | | (%) | | | (%) | | | (%)(1) | | | (%) | | | (%) | | | (x) | | | (%) | | | (%) | | | (%) | | | (%) | | | ($) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Standard Conversions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Eagle Financial Bancorp, Inc. - OH | | 7/21/17 | | EFBI-NASDAQ | | | 8.0 | % | | | 4.0 | % | | | 10.0 | % | | | 12.9 | % | | | 0.00 | % | | | 61.3 | % | | | 15.9 | x | | | 12.2 | % | | | 0.8 | % | | | 20.0 | % | | | 3.9 | % | | $ | 10.00 | |
Heritage NOLA Bancorp, Inc. - LA* | | 7/13/17 | | HRGG-OTC Pink | | | 8.0 | % | | | 4.0 | % | | | 10.0 | % | | | 5.9 | % | | | 0.00 | % | | | 72.2 | % | | | NM | | | | 14.1 | % | | | 0.0 | % | | | 19.5 | % | | | 0.2 | % | | $ | 10.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Averages - Standard Conversions: | | | 8.0 | % | | | 4.0 | % | | | 10.0 | % | | | 9.4 | % | | | 0.00 | % | | | 66.7 | % | | | 15.9 | x | | | 13.2 | % | | | 0.4 | % | | | 19.7 | % | | | 2.0 | % | | $ | 10.00 | |
| | Medians - Standard Conversions: | | | 8.0 | % | | | 4.0 | % | | | 10.0 | % | | | 9.4 | % | | | 0.00 | % | | | 66.7 | % | | | 15.9 | x | | | 13.2 | % | | | 0.4 | % | | | 19.7 | % | | | 2.0 | % | | $ | 10.00 | |
| | Post-IPO Pricing Trends | |
Institutional Information | | Closing Price: | |
| | | | | | First | | | | | | After | | | | | | After | | | | | | | | | | |
| | Conversion | | | | Trading | | | % | | | First | | | % | | | First | | | % | | | Thru | | | % | |
Institution | | Date | | Ticker | | Day | | | Chge | | | Week(3) | | | Chge | | | Month(4) | | | Chge | | | 8/18/2017 | | | Chge | |
| | | | | | ($) | | | (%) | | | ($) | | | (%) | | | ($) | | | (%) | | | ($) | | | (%) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Standard Conversions | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Eagle Financial Bancorp, Inc. - OH | | 7/21/17 | | EFBI-NASDAQ | | $ | 14.92 | | | | 49.2 | % | | $ | 15.05 | | | | 50.5 | % | | $ | 16.02 | | | | 60.2 | % | | $ | 16.02 | | | | 60.2 | % |
Heritage NOLA Bancorp, Inc. - LA* | | 7/13/17 | | HRGG-OTC Pink | | $ | 12.22 | | | | 22.2 | % | | $ | 11.99 | | | | 19.9 | % | | $ | 11.60 | | | | 16.0 | % | | $ | 11.70 | | | | 17.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Averages - Standard Conversions: | | $ | 13.57 | | | | 35.7 | % | | $ | 13.52 | | | | 35.2 | % | | $ | 13.81 | | | | 38.1 | % | | $ | 13.86 | | | | 38.6 | % |
| | Medians - Standard Conversions: | | $ | 13.57 | | | | 35.7 | % | | $ | 13.52 | | | | 35.2 | % | | $ | 13.81 | | | | 38.1 | % | | $ | 13.86 | | | | 38.6 | % |
Note: * - Appraisal performed by RP Financial; BOLD = RP Fin. Did the business plan, "NT" - Not Traded; "NA" - Not Applicable, Not Available; C/S-Cash/Stock.
(1) As a percent of MHC offering for MHC transactions.
(2) Does not take into account the adoption of SOP 93-6.
(3) Latest price if offering is less than one week old.
(4) Latest price if offering is more than one week but less than one month old.
(5) Mutual holding company pro forma data on full conversion basis.
(6) Simultaneously completed acquisition of another financial institution.
(7) Simultaneously converted to a commercial bank charter.
(8) Former credit union.
8/18/2017
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.16 |
Shown in Table 4.3 are the current pricing ratios for the one standard conversion offerings completed during the past three months that trades on NASDAQ. The current P/TB ratio of this company equaled 87.51%, based on closing stock prices as of August 18, 2017.
Also considered in the valuation was the potential impact on SSB’s stock price of recently completed and pending acquisitions of other thrift institutions operating in Pennsylvania. As shown in Exhibit IV-4, there have been 24 thrift acquisitions completed from the beginning of 2005 through August 18, 2017, and there are currently no acquisitions pending of a Pennsylvania savings institution. The recent acquisition activity may imply a certain degree of acquisition speculation for the Company’s stock. To the extent that acquisition speculation may impact the offering, we have largely taken this into account in selecting companies for the Peer Group which operate in markets that have experienced a comparable level of acquisition activity as the Bank’s market and, thus, are subject to the same type of acquisition speculation that may influence the Company’s stock. However, since converting thrifts are subject to a three-year regulatory moratorium from being acquired, acquisition speculation in the Company’s stock would tend to be less, compared to the stocks of the Peer Group companies. Furthermore, in comparison to the stocks of the fully-converted Peer Group companies, the degree of acquisition speculation in the Bank’s stock is also viewed to be relatively more limited since there are fewer potential acquirers for the Bank’s stock as a re-mutualization transaction can only be completed by a mutual institution or an institution in the MHC form of ownership. Additionally, there tends to be less acquisition speculation in the stocks of publicly-traded MHCs in general, given the majority of the shares are held by the MHC rather than public shareholders which own 100% of the stocks of the fully-converted Peer Group companies. Accordingly, the Peer Group companies are considered to be subject to a greater degree of acquisition speculation relative to the acquisition speculation that may influence SSB’s trading price.
* * * * * * * * * * *
In determining our valuation adjustment for marketing of the issue, we considered trends in both the overall thrift market, the new issue market including the new issue market for MHC conversions and the local acquisition market for thrift stocks. Taking these factors and trends into account, RP Financial concluded that no valuation adjustment was appropriate in the valuation analysis for purposes of marketing of the issue.
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.17 |
Table 4.3
Public Market Pricing Versus Peer Group
SSB Bank
As of August 18, 2017
| | | | Market | | | Per Share Data | | | | | | | | | | | | | | | | |
| | | | Capitalization | | | Core | | | Book | | | | | | | | | | | | | | | | |
| | | | Price/ | | | Market | | | 12 Month | | | Value/ | | | Pricing Ratios(2) | |
| | | | Share | | | Value | | | EPS(1) | | | Share | | | P/E | | | P/B | | | P/A | | | P/TB | | | P/Core | |
| | | | ($) | | | ($Mil) | | | ($) | | | ($) | | | (x) | | | (%) | | | (%) | | | (%) | | | (x) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Non-MHC Public Companies(6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | $ | 21.58 | | | $ | 526.87 | | | $ | 1.22 | | | $ | 16.89 | | | | 22.22 | x | | | 123.99 | % | | | 15.31 | % | | | 136.79 | % | | | 19.08 | x |
Median | | | | $ | 17.01 | | | $ | 166.70 | | | $ | 0.76 | | | $ | 15.02 | | | | 19.42 | x | | | 119.55 | % | | | 15.41 | % | | | 128.04 | % | | | 17.80 | x |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EFBI | Eagle Financial Bancorp, Inc. | | OH | | $ | 15.75 | | | $ | 25.40 | | | $ | 0.63 | | | $ | 16.32 | | | | 25.00 | x | | | 96.51 | % | | | 19.26 | % | | | 96.51 | % | | | 25.00 | x |
| | | | Dividends(3) | | | Financial Characteristics(5) | |
| | | | Amount/ | | | | | | Payout | | | Total | | | Tang. Eq./ | | | NPAs/ | | | Reported | | | Core | |
| | | | Share | | | Yield | | | Ratio(4) | | | Assets | | | T. Assets | | | Assets | | | ROAA | | | ROAE | | | ROAA | | | ROAE | |
| | | | ($) | | | (%) | | | (%) | | | ($Mil) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Non-MHC Public Companies(6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | $ | 0.36 | | | | 1.68 | % | | | 60.09 | % | | $ | 3,400 | | | | 11.86 | % | | | 0.94 | % | | | 0.74 | % | | | 6.24 | % | | | 0.75 | % | | | 6.42 | % |
Median | | | | $ | 0.28 | | | | 1.52 | % | | | 42.61 | % | | $ | 1,049 | | | | 10.88 | % | | | 0.80 | % | | | 0.72 | % | | | 5.97 | % | | | 0.72 | % | | | 6.07 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EFBI | Eagle Financial Bancorp, Inc. | | OH | | $ | 0.00 | | | | 0.00 | % | | | 0.00 | % | | $ | 119 | | | | 19.95 | % | | | 0.96 | % | | | 0.77 | % | | | 3.85 | % | | | 0.77 | % | | | 3.85 | % |
(1) Core income, on a diluted per-share basis. Core income is net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain on the sale of securities, amortization of intangibles, goodwill and nonrecurring items. Assumed tax rate is 35%.
(2) 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. P/E and P/Core =NM if the ratio is negative or above 35x.
(3) Indicated 12 month dividend, based on last quarterly dividend declared.
(4) Indicated 12 month dividend as a percent of trailing 12 month earnings.
(5) ROAA (return on average assets) and ROAE (return on average equity) are indicated ratios based on trailing 12 month earnings and average equity and assets balances.
(6) 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) 2017 by RP® Financial, LC.
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.18 |
The Bank’s management team appears to have experience and expertise in all of the key areas of the Bank’s operations. Exhibit IV-5 provides summary resumes of the SSB’s Board of Directors and senior management. The financial characteristics of the Bank suggest that the Board and senior management have been effective in pursuing an operating strategy that can be well managed by the Bank’s present organizational structure. The Bank currently does not have any senior management positions that are vacant.
Similarly, the returns, equity positions, and other operating measures of the Peer Group companies are indicative of well-managed financial institutions, which have Boards and management teams that have been effective in implementing competitive operating strategies. Therefore, on balance, we concluded no valuation adjustment relative to the Peer Group was appropriate for this factor.
| 9. | Effect of Government Regulation and Regulatory Reform |
In summary, as a federally-insured savings institution operating in the MHC form of ownership, SSB will be operating in substantially the same regulatory environment as the Peer Group members — all of whom are adequately capitalized institutions and are operating with no apparent restrictions. Exhibit IV-6 reflects the Bank’s pro forma regulatory capital ratios. Accordingly, no adjustment has been applied for the effect of government regulation and regulatory reform.
Summary of Adjustments
Overall, based on the factors discussed above, we concluded that the Bank’s pro forma market value should reflect the following valuation adjustments relative to the Peer Group:
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.19 |
Table 4.4
SSB Bank
Valuation Adjustments
Key Valuation Parameters: | | Valuation Adjustment |
| | |
Financial Condition | | Slight Downward |
Profitability, Growth and Viability of Earnings | | Slight Downward |
Asset Growth | | No Adjustment |
Primary Market Area | | No Adjustment |
Dividends | | Slight Downward |
Liquidity of the Shares | | Moderate Downward |
Marketing of the Issue | | No Adjustment |
Management | | No Adjustment |
Effect of Govt. Regulations and Regulatory Reform | | No Adjustment |
Valuation Approaches
In applying the accepted valuation methodology utilized by the OCC, i.e., the pro forma market value approach, 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 stock 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 the reinvestment rate, effective tax rate, stock benefit plan assumptions, and offering expenses (summarized in Exhibits IV-9 and IV-10). The assumptions utilized in the pro forma analysis in calculating the Company’s full conversion value were consistent with the assumptions utilized for the minority stock offering (summarized in Exhibits IV-7 and IV-8).
In our estimate of value, we assessed the relationship of the pro forma pricing ratios relative to the Peer Group, recent conversion offerings and publicly-traded MHCs on a fully-converted basis.
RP Financial’s valuation placed an emphasis on the following:
| · | P/E Approach. The P/E approach is generally the best indicator of long-term value for a stock. Given the similarities between the Company’s and the Peer Group's earnings composition and overall financial condition, the P/E approach was carefully considered in this valuation. At the same time, recognizing that (1) the earnings multiples will be evaluated on a pro forma fully-converted basis for the Company; and (2) the Peer Group on average has had the opportunity to realize the benefit of reinvesting net conversion proceeds, we also gave weight to the other valuation approaches. |
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.20 |
| · | P/B Approach. P/B ratios have generally served as a useful benchmark in the valuation of thrift stocks, particularly in the context of an initial public offering, as the earnings approach involves assumptions regarding the use of proceeds. RP Financial considered the P/B approach to be a valuable indicator of pro forma value taking into account the pricing ratios under the P/E and P/A approaches. We have also modified the P/B approach to exclude the impact of intangible assets (i.e., price/tangible book value or “P/TB”), in that the investment community frequently makes this adjustment in its evaluation of this pricing approach. |
| · | P/A Approach. P/A ratios are generally a less reliable indicator of market value, as investors typically assign less weight to assets and attribute greater weight to book value and earnings. Furthermore, this approach as set forth in the regulatory valuation guidelines does not take into account the amount of stock purchases funded by deposit withdrawals, thus understating the pro forma P/A ratio. At the same time, the P/A ratio is an indicator of franchise value, and, in the case of highly capitalized institutions, high P/A ratios may limit the investment community's willingness to pay market multiples for earnings or book value when ROE is expected to be low. |
The Company will adopt “Employers’ Accounting for Employee Stock Ownership Plans” (“ASC 718-40”), which will cause earnings per share computations to be based on shares issued and outstanding excluding unreleased ESOP shares. For purposes of preparing the pro forma pricing analyses, we have reflected all shares issued in the offering, including all ESOP shares, to capture the full dilutive impact, particularly since the ESOP shares are economically dilutive, receive dividends and can be voted. However, we did consider the impact of ASC 718-40 in the valuation.
Based on the application of the three valuation approaches, taking into consideration the valuation adjustments discussed above, RP Financial concluded that as of August 18, 2017, the pro forma market value of the Company’s full conversion offering equaled $17,000,000 at the midpoint, equal to 1,700,000 shares at $10.00 per share. The $10.00 per share price was determined by the SSB Board.
Basis of Valuation – Fully Converted Pricing Ratios
1. Price-to-Earnings (“P/E”). The application of the P/E valuation method requires calculating the Company’s pro forma market value by applying a valuation P/E multiple (fully-converted basis) to the pro forma earnings base. In applying this technique, we considered both reported earnings and a recurring earnings base, that is, earnings adjusted to exclude any one-time non-operating items, plus the estimated after-tax earnings benefit of the reinvestment of the
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.21 |
net proceeds. The Bank reported net income of $840,000 for the 12 months ended June 30, 2017. In examining SSB’s income statement, there were no adjustments made to reported earnings for non-recurring items and thus core earnings were determined to be equal to reported earnings.
Based on the Company’s reported and estimated core earnings, and incorporating the impact of the pro forma assumptions discussed previously, the Company’s pro forma reported and core P/E multiples (fully-converted basis) at the $17.0 million midpoint value equaled 21.74 times, respectively, indicating discounts of 1.9% and 4.3%, relative to the Peer Group’s average reported and core earnings multiples of 22.16 times and 22.72 times (see Table 4.5). In comparison to the Peer Group’s median reported and core earnings multiples of 21.20 times and 21.20 times, the Company’s pro forma reported and core P/E multiples (fully-converted basis) at the midpoint value indicated premiums of 2.6% and 2.6%, respectively. The Company’s pro forma P/E ratios (fully-converted basis) based on reported and core earnings at the minimum and the maximum, as adjusted equaled 18.18 times and 29.41 times, respectively.
On an MHC reported basis, the Company’s reported and core P/E multiples at the midpoint value of $17.0 million equaled 21.28 times, respectively (see Table 4.6). The Company’s reported and core P/E multiples provided for discounts of 4.0% and 6.3% relative to the Peer Group’s average reported and core P/E multiples of 22.16 times and 22.72 times, respectively. In comparison to the Peer Group’s median reported and core earnings multiples which equaled 21.20 times and 21.20 times, respectively, the Company’s pro forma reported and core P/E multiples (MHC basis) at the midpoint value indicated premiums of 0.4% and 0.4%, respectively. The Company’s pro forma reported and core P/E ratios (MHC basis) at the minimum and the super maximum equaled 17.86 times and 28.57 times, respectively.
2. Price-to-Book (“P/B”). The application of the P/B valuation method requires calculating the Company’s pro forma market value by applying a valuation P/B ratio, as derived from the Peer Group’s P/B ratio, to the Company’s pro forma book value (fully-converted basis). Based on the $17.0 million midpoint valuation, the Company’s pro forma P/B and P/TB ratios (fully-converted basis) both equaled 65.70% (see Table 4.5). In comparison to the average P/B and P/TB ratios for the Peer Group of 106.46% and 107.91%, respectively, the Company’s ratios reflected a discount of 38.3% on a P/B basis and a discount of 39.1% on a P/TB basis. In comparison to the Peer Group’s median P/B and P/TB ratios of 105.93% and 105.93%,
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.22 |
Table 4.5
Public Market Pricing (Full Conversion Basis) Versus Peer Group
SSB Bank
As of August 18, 2017
| | | | | | | | Market | | | Per Share Data | | | | | | | | | | | | | | | | |
| | | | | | | | Capitalization | | | Core | | | Book | | | | | | | | | | | | | | | | |
| | | | | | | | Price/ | | | Market | | | 12 Month | | | Value/ | | | Pricing Ratios(2) | |
| | | | | | Share | | | Value | | | EPS(1) | | | Share | | | P/E | | | P/B | | | P/A | | | P/TB | | | P/Core | |
| | | | | | | | ($) | | | ($Mil) | | | ($) | | | ($) | | | (x) | | | (%) | | | (%) | | | (%) | | | (x) | |
SSB Bancorp, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Supermaximum | | | | | | $ | 10.00 | | | $ | 22.48 | | | $ | 0.34 | | | $ | 13.66 | | | | 29.41 | x | | | 73.21 | | | | 13.06 | | | | 73.21 | | | | 29.41 | x |
Maximum | | | | | | | 10.00 | | | | 19.55 | | | | 0.40 | | | | 14.38 | | | | 25.00 | x | | | 69.54 | | | | 11.53 | | | | 69.54 | | | | 25.00 | x |
Midpoint | | | | | | | 10.00 | | | | 17.00 | | | | 0.46 | | | | 15.22 | | | | 21.74 | x | | | 65.70 | | | | 10.16 | | | | 65.70 | | | | 21.74 | x |
Minimum | | | | | | | 10.00 | | | | 14.45 | | | | 0.55 | | | | 16.35 | | | | 18.18 | x | | | 61.16 | | | | 8.75 | | | | 61.16 | | | | 18.18 | x |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Non-MHC Public Companies(6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | | $ | 21.58 | | | $ | 526.87 | | | $ | 1.22 | | | $ | 16.89 | | | | 22.22 | x | | | 123.99 | % | | | 15.31 | % | | | 136.79 | % | | | 19.08 | x |
Median | | | | | | $ | 17.01 | | | $ | 166.70 | | | $ | 0.76 | | | $ | 15.02 | | | | 19.42 | x | | | 119.55 | % | | | 15.41 | % | | | 128.04 | % | | | 17.80 | x |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | | $ | 18.38 | | | $ | 54.80 | | | $ | 0.73 | | | $ | 17.22 | | | | 22.16 | x | | | 106.46 | % | | | 14.07 | % | | | 107.91 | % | | | 22.72 | x |
Medians | | | | | | $ | 17.08 | | | $ | 49.74 | | | $ | 0.50 | | | $ | 16.51 | | | | 21.20 | x | | | 105.93 | % | | | 14.28 | % | | | 105.93 | % | | | 21.20 | x |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EQFN | | Equitable Financial Corp. | | (7) | | NE | | $ | 10.15 | | | $ | 34.83 | | | $ | 0.35 | | | $ | 10.44 | | | | 29.85 | | | | 97.23 | % | | | 14.44 | % | | | 97.23 | % | | | 29.26 | x |
FSBC | | FSB Bancorp, Inc. | | | | NY | | $ | 15.30 | | | $ | 29.69 | | | $ | 0.52 | | | $ | 16.56 | | | | 28.87 | | | | 92.39 | % | | | 10.21 | % | | | 92.39 | % | | | 29.53 | x |
HFBL | | Home Federal Bancorp, Inc. of Louisiana | | | | LA | | $ | 26.75 | | | $ | 52.24 | | | $ | 1.91 | | | $ | 23.68 | | | | 14.01 | | | | 112.97 | % | | | 12.25 | % | | | 112.97 | % | | | 14.01 | x |
JXSB | | Jacksonville Bancorp, Inc. | | | | IL | | $ | 30.00 | | | $ | 54.39 | | | $ | 1.53 | | | $ | 27.07 | | | | 17.86 | | | | 110.82 | % | | | 16.20 | % | | | 117.34 | % | | | 19.61 | x |
MELR | | Melrose Bancorp, Inc. | | (7) | | MA | | $ | 18.15 | | | $ | 47.23 | | | $ | 0.33 | | | $ | 16.85 | | | | 24.86 | | | | 107.71 | % | | | 17.11 | % | | | 107.71 | % | | | NM | |
MSBF | | MSB Financial Corp. | | | | NJ | | $ | 17.20 | | | $ | 98.68 | | | $ | 0.37 | | | $ | 13.07 | | | | NM | | | | 131.59 | % | | | 19.46 | % | | | 131.59 | % | | | NM | |
PBSK | | Poage Bankshares, Inc. | | | | KY | | $ | 18.35 | | | $ | 64.63 | | | $ | 0.47 | | | $ | 18.80 | | | | NM | | | | 97.63 | % | | | 14.12 | % | | | 100.85 | % | | | NM | |
RNDB | | Randolph Bancorp, Inc. | | | | MA | | $ | 14.79 | | | $ | 86.80 | | | $ | 0.11 | | | $ | 14.20 | | | | NM | | | | 104.15 | % | | | 17.09 | % | | | 104.15 | % | | | NM | |
WAYN | | Wayne Savings Bancshares, Inc. | | | | OH | | $ | 16.96 | | | $ | 47.18 | | | $ | 0.80 | | | $ | 15.11 | | | | 21.20 | | | | 112.21 | % | | | 10.60 | % | | | 116.99 | % | | | 21.20 | x |
WVFC | | WVS Financial Corp. | | | | PA | | $ | 16.10 | | | $ | 32.34 | | | $ | 0.87 | | | $ | 16.45 | | | | 18.51 | | | | 97.87 | % | | | 9.20 | % | | | 97.87 | % | | | NM | |
| | | | | | | | | Dividends(3) | | | Financial Characteristics(5) | |
| | | | | | | | | Amount/ | | | | | | Payout | | | Total | | | Tang. Eq./ | | | NPAs/ | | | Reported | | | Core | |
| | | | | | | Share | | | Yield | | | Ratio(4) | | | Assets | | | T. Assets | | | Assets | | | ROAA | | | ROAE | | | ROAA | | | ROAE | |
| | | | | | | | | ($) | | | (%) | | | (%) | | | ($Mil) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | |
SSB Bancorp, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Supermaximum | | | | | | | $ | 0.00 | | | | 0.00 | | | | 0.00 | | | $ | 172 | | | | 17.83 | | | | 1.79 | | | | 0.45 | | | | 2.53 | | | | 0.45 | | | | 2.53 | |
Maximum | | | | | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 170 | | | | 16.58 | | | | 1.82 | | | | 0.46 | | | | 2.78 | | | | 0.46 | | | | 2.78 | |
Midpoint | | | | | | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 167 | | | | 15.46 | | | | 1.84 | | | | 0.47 | | | | 3.04 | | | | 0.47 | | | | 3.04 | |
Minimum | | | | | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 165 | | | | 14.31 | | | | 1.86 | | | | 0.48 | | | | 3.36 | | | | 0.48 | | | | 3.36 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Non-MHC Public Companies(6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | | | $ | 0.36 | | | | 1.68 | % | | | 60.09 | % | | $ | 3,400 | | | | 11.86 | % | | | 0.94 | % | | | 0.74 | % | | | 6.24 | % | | | 0.75 | % | | | 6.42 | % |
Median | | | | | | | $ | 0.28 | | | | 1.52 | % | | | 42.61 | % | | $ | 1,049 | | | | 10.88 | % | | | 0.80 | % | | | 0.72 | % | | | 5.97 | % | | | 0.72 | % | | | 6.07 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | | | $ | 0.17 | | | | 0.80 | % | | | 36.51 | % | | $ | 384 | | | | 13.03 | % | | | 1.17 | % | | | 0.49 | % | | | 3.88 | % | | | 0.49 | % | | | 3.81 | % |
Medians | | | | | | | $ | 0.12 | | | | 0.65 | % | | | 29.89 | % | | $ | 389 | | | | 14.00 | % | | | 1.04 | % | | | 0.49 | % | | | 3.67 | % | | | 0.47 | % | | | 3.27 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EQFN | | Equitable Financial Corp. | | (7) | | NE | | | $ | 0.00 | | | | 0.00 | % | | | NM | | | $ | 241 | | | | 14.85 | % | | | 2.25 | % | | | 0.50 | % | | | 3.23 | % | | | 0.51 | % | | | 3.30 | % |
FSBC | | FSB Bancorp, Inc. | | | | NY | | | $ | 0.00 | | | | 0.00 | % | | | NM | | | $ | 291 | | | | 11.05 | % | | | 0.01 | % | | | 0.37 | % | | | 3.31 | % | | | 0.36 | % | | | 3.24 | % |
HFBL | | Home Federal Bancorp, Inc. of Louisiana | | | | LA | | | $ | 0.48 | | | | 1.79 | % | | | 20.42 | % | | $ | 427 | | | | 10.84 | % | | | 0.79 | % | | | 0.90 | % | | | 7.78 | % | | | 0.90 | % | | | 7.78 | % |
JXSB | | Jacksonville Bancorp, Inc. | | | | IL | | | $ | 0.40 | | | | 1.33 | % | | | 23.81 | % | | $ | 336 | | | | 13.92 | % | | | 1.06 | % | | | 0.94 | % | | | 6.36 | % | | | 0.86 | % | | | 5.79 | % |
MELR | | Melrose Bancorp, Inc. | | (7) | | MA | | | $ | 0.00 | | | | 0.00 | % | | | NM | | | $ | 276 | | | | 15.88 | % | | | 0.19 | % | | | 0.67 | % | | | 4.02 | % | | | 0.31 | % | | | 1.83 | % |
MSBF | | MSB Financial Corp. | | | | NJ | | | $ | 0.00 | | | | 0.00 | % | | | NM | | | $ | 507 | | | | 14.79 | % | | | 3.18 | % | | | 0.46 | % | | | 2.78 | % | | | 0.46 | % | | | 2.78 | % |
PBSK | | Poage Bankshares, Inc. | | | | KY | | | $ | 0.24 | | | | 1.31 | % | | | 63.41 | % | | $ | 458 | | | | 14.07 | % | | | 1.90 | % | | | 0.32 | % | | | 2.07 | % | | | 0.37 | % | | | 2.39 | % |
RNDB | | Randolph Bancorp, Inc. | | | | MA | | | $ | 0.00 | | | | 0.00 | % | | | NM | | | $ | 508 | | | | 16.41 | % | | | 1.23 | % | | | -0.18 | % | | | -1.02 | % | | | 0.13 | % | | | 0.77 | % |
WAYN | | Wayne Savings Bancshares, Inc. | | | | OH | | | $ | 0.36 | | | | 2.12 | % | | | 45.00 | % | | $ | 445 | | | | 9.09 | % | | | 1.03 | % | | | 0.49 | % | | | 5.30 | % | | | 0.49 | % | | | 5.30 | % |
WVFC | | WVS Financial Corp. | | | | PA | | | $ | 0.24 | | | | 1.49 | % | | | 29.89 | % | | $ | 352 | | | | 9.40 | % | | | 0.07 | % | | | 0.48 | % | | | 4.92 | % | | | 0.48 | % | | | 4.92 | % |
(1) Core income, on a diluted per-share basis. Core income is net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain on the sale of securities, amortization of intangibles, goodwill and nonrecurring items. Assumed tax rate is 35%.
(2) 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. P/E and P/Core =NM if the ratio is negative or above 35x.
(3) Indicated 12 month dividend, based on last quarterly dividend declared.
(4) Indicated 12 month dividend as a percent of trailing 12 month earnings.
(5) ROAA (return on average assets) and ROAE (return on average equity) are indicated ratios based on trailing 12 month earnings and average equity and assets balances.
(6) 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) 2017 by RP® Financial, LC.
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.23 |
Table 4.6
Public Market Pricing (MHC Basis) Versus Peer Group
SSB Bank
As of August 18, 2017
| | | | | | | | Market | | | Per Share Data | | | | | | | | | | | | | | | | | |
| | | | | | | | Capitalization | | | Core | | | Book | | | | | | | | | | | | | | | | | |
| | | | | | | | Price/ | | | Market | | | 12 Month | | | Value/ | | | Pricing Ratios(2) | | |
| | | | | | Share | | | Value | | | EPS(1) | | | Share | | | P/E | | | P/B | | | P/A | | | P/TB | | | P/Core | | |
| | | | | | | | ($) | | | ($Mil) | | | ($) | | | ($) | | | (x) | | | (%) | | | (%) | | | (%) | | | (x) | | |
SSB Bancorp, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Supermaximum | | | | | | $ | 10.00 | | | $ | 10.12 | | | $ | 0.35 | | | $ | 8.75 | | | | 28.57 | x | | | 114.42 | | | | 13.95 | | | | 114.42 | | | | 28.57 | x | |
Maximum | | | | | | | 10.00 | | | | 8.80 | | | | 0.41 | | | | 9.47 | | | | 24.39 | x | | | 105.60 | | | | 12.22 | | | | 105.60 | | | | 24.39 | x | |
Midpoint | | | | | | | 10.00 | | | | 7.65 | | | | 0.47 | | | | 10.31 | | | | 21.28 | x | | | 96.99 | | | | 10.69 | | | | 96.99 | | | | 21.28 | x | |
Minimum | | | | | | | 10.00 | | | | 6.50 | | | | 0.56 | | | | 11.44 | | | | 17.86 | x | | | 87.49 | | | | 9.14 | | | | 87.49 | | | | 17.86 | x | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Non-MHC Public Companies(6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | | $ | 21.58 | | | $ | 526.87 | | | $ | 1.22 | | | $ | 16.89 | | | | 22.22 | x | | | 123.99 | % | | | 15.31 | % | | | 136.79 | % | | | 19.08 | x | |
Median | | | | | | $ | 17.01 | | | $ | 166.70 | | | $ | 0.76 | | | $ | 15.02 | | | | 19.42 | x | | | 119.55 | % | | | 15.41 | % | | | 128.04 | % | | | 17.80 | x | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | | $ | 18.38 | | | $ | 54.80 | | | $ | 0.73 | | | $ | 17.22 | | | | 22.16 | x | | | 106.46 | % | | | 14.07 | % | | | 107.91 | % | | | 22.72 | x | |
Medians | | | | | | $ | 17.08 | | | $ | 49.74 | | | $ | 0.50 | | | $ | 16.51 | | | | 21.20 | x | | | 105.93 | % | | | 14.28 | % | | | 105.93 | % | | | 21.20 | x | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EQFN | | Equitable Financial Corp. | | (7) | | NE | | $ | 10.15 | | | $ | 34.83 | | | $ | 0.35 | | | $ | 10.44 | | | | 29.85 | | | | 97.23 | % | | | 14.44 | % | | | 97.23 | % | | | 29.26 | x | |
FSBC | | FSB Bancorp, Inc. | | | | NY | | $ | 15.30 | | | $ | 29.69 | | | $ | 0.52 | | | $ | 16.56 | | | | 28.87 | | | | 92.39 | % | | | 10.21 | % | | | 92.39 | % | | | 29.53 | x | |
HFBL | | Home Federal Bancorp, Inc. of Louisiana | | | | LA | | $ | 26.75 | | | $ | 52.24 | | | $ | 1.91 | | | $ | 23.68 | | | | 14.01 | | | | 112.97 | % | | | 12.25 | % | | | 112.97 | % | | | 14.01 | x | |
JXSB | | Jacksonville Bancorp, Inc. | | | | IL | | $ | 30.00 | | | $ | 54.39 | | | $ | 1.53 | | | $ | 27.07 | | | | 17.86 | | | | 110.82 | % | | | 16.20 | % | | | 117.34 | % | | | 19.61 | x | |
MELR | | Melrose Bancorp, Inc. | | (7) | | MA | | $ | 18.15 | | | $ | 47.23 | | | $ | 0.33 | | | $ | 16.85 | | | | 24.86 | | | | 107.71 | % | | | 17.11 | % | | | 107.71 | % | | | NM | | |
MSBF | | MSB Financial Corp. | | | | NJ | | $ | 17.20 | | | $ | 98.68 | | | $ | 0.37 | | | $ | 13.07 | | | | NM | | | | 131.59 | % | | | 19.46 | % | | | 131.59 | % | | | NM | | |
PBSK | | Poage Bankshares, Inc. | | | | KY | | $ | 18.35 | | | $ | 64.63 | | | $ | 0.47 | | | $ | 18.80 | | | | NM | | | | 97.63 | % | | | 14.12 | % | | | 100.85 | % | | | NM | | |
RNDB | | Randolph Bancorp, Inc. | | | | MA | | $ | 14.79 | | | $ | 86.80 | | | $ | 0.11 | | | $ | 14.20 | | | | NM | | | | 104.15 | % | | | 17.09 | % | | | 104.15 | % | | | NM | | |
WAYN | | Wayne Savings Bancshares, Inc. | | | | OH | | $ | 16.96 | | | $ | 47.18 | | | $ | 0.80 | | | $ | 15.11 | | | | 21.20 | | | | 112.21 | % | | | 10.60 | % | | | 116.99 | % | | | 21.20 | x | |
WVFC | | WVS Financial Corp. | | | | PA | | $ | 16.10 | | | $ | 32.34 | | | $ | 0.87 | | | $ | 16.45 | | | | 18.51 | | | | 97.87 | % | | | 9.20 | % | | | 97.87 | % | | | NM | | |
| | | | | | | | Dividends(3) | | | Financial Characteristics(5) | |
| | | | | | | | Amount/ | | | | | | Payout | | | Total | | | Tang. Eq./ | | | NPAs/ | | | Reported | | | Core | |
| | | | | | Share | | | Yield | | | Ratio(4) | | | Assets | | | T. Assets | | | Assets | | | ROAA | | | ROAE | | | ROAA | | | ROAE | |
| | | | | | | | ($) | | | (%) | | | (%) | | | ($Mil) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | |
SSB Bancorp, Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Supermaximum | | | | | | $ | 0.00 | | | | 0.00 | | | | 0.00 | | | $ | 161 | | | | 12.21 | | | | 1.91 | | | | 0.49 | | | | 4.02 | | | | 0.49 | | | | 4.02 | |
Maximum | | | | | | $ | 0.00 | | | | 0.00 | | | | 0.00 | | | | 160 | | | | 11.58 | | | | 1.92 | | | | 0.50 | | | | 4.29 | | | | 0.50 | | | | 4.29 | |
Midpoint | | | | | | $ | 0.00 | | | | 0.00 | | | | 0.00 | | | | 159 | | | | 11.02 | | | | 1.94 | | | | 0.50 | | | | 4.56 | | | | 0.50 | | | | 4.56 | |
Minimum | | | | | | $ | 0.00 | | | | 0.00 | | | | 0.00 | | | | 158 | | | | 10.46 | | | | 1.95 | | | | 0.51 | | | | 4.86 | | | | 0.51 | | | | 4.86 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Non-MHC Public Companies(6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | | $ | 0.36 | | | | 1.68 | % | | | 60.09 | % | | $ | 3,400 | | | | 11.86 | % | | | 0.94 | % | | | 0.74 | % | | | 6.24 | % | | | 0.75 | % | | | 6.42 | % |
Median | | | | | | $ | 0.28 | | | | 1.52 | % | | | 42.61 | % | | $ | 1,049 | | | | 10.88 | % | | | 0.80 | % | | | 0.72 | % | | | 5.97 | % | | | 0.72 | % | | | 6.07 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | | $ | 0.17 | | | | 0.80 | % | | | 36.51 | % | | $ | 384 | | | | 13.03 | % | | | 1.17 | % | | | 0.49 | % | | | 3.88 | % | | | 0.49 | % | | | 3.81 | % |
Medians | | | | | | $ | 0.12 | | | | 0.65 | % | | | 29.89 | % | | $ | 389 | | | | 14.00 | % | | | 1.04 | % | | | 0.49 | % | | | 3.67 | % | | | 0.47 | % | | | 3.27 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
EQFN | | Equitable Financial Corp. | | (7) | | NE | | $ | 0.00 | | | | 0.00 | % | | | NM | | | $ | 241 | | | | 14.85 | % | | | 2.25 | % | | | 0.50 | % | | | 3.23 | % | | | 0.51 | % | | | 3.30 | % |
FSBC | | FSB Bancorp, Inc. | | | | NY | | $ | 0.00 | | | | 0.00 | % | | | NM | | | $ | 291 | | | | 11.05 | % | | | 0.01 | % | | | 0.37 | % | | | 3.31 | % | | | 0.36 | % | | | 3.24 | % |
HFBL | | Home Federal Bancorp, Inc. of Louisiana | | | | LA | | $ | 0.48 | | | | 1.79 | % | | | 20.42 | % | | $ | 427 | | | | 10.84 | % | | | 0.79 | % | | | 0.90 | % | | | 7.78 | % | | | 0.90 | % | | | 7.78 | % |
JXSB | | Jacksonville Bancorp, Inc. | | | | IL | | $ | 0.40 | | | | 1.33 | % | | | 23.81 | % | | $ | 336 | | | | 13.92 | % | | | 1.06 | % | | | 0.94 | % | | | 6.36 | % | | | 0.86 | % | | | 5.79 | % |
MELR | | Melrose Bancorp, Inc. | | (7) | | MA | | $ | 0.00 | | | | 0.00 | % | | | NM | | | $ | 276 | | | | 15.88 | % | | | 0.19 | % | | | 0.67 | % | | | 4.02 | % | | | 0.31 | % | | | 1.83 | % |
MSBF | | MSB Financial Corp. | | | | NJ | | $ | 0.00 | | | | 0.00 | % | | | NM | | | $ | 507 | | | | 14.79 | % | | | 3.18 | % | | | 0.46 | % | | | 2.78 | % | | | 0.46 | % | | | 2.78 | % |
PBSK | | Poage Bankshares, Inc. | | | | KY | | $ | 0.24 | | | | 1.31 | % | | | 63.41 | % | | $ | 458 | | | | 14.07 | % | | | 1.90 | % | | | 0.32 | % | | | 2.07 | % | | | 0.37 | % | | | 2.39 | % |
RNDB | | Randolph Bancorp, Inc. | | | | MA | | $ | 0.00 | | | | 0.00 | % | | | NM | | | $ | 508 | | | | 16.41 | % | | | 1.23 | % | | | -0.18 | % | | | -1.02 | % | | | 0.13 | % | | | 0.77 | % |
WAYN | | Wayne Savings Bancshares, Inc. | | | | OH | | $ | 0.36 | | | | 2.12 | % | | | 45.00 | % | | $ | 445 | | | | 9.09 | % | | | 1.03 | % | | | 0.49 | % | | | 5.30 | % | | | 0.49 | % | | | 5.30 | % |
WVFC | | WVS Financial Corp. | | | | PA | | $ | 0.24 | | | | 1.49 | % | | | 29.89 | % | | $ | 352 | | | | 9.40 | % | | | 0.07 | % | | | 0.48 | % | | | 4.92 | % | | | 0.48 | % | | | 4.92 | % |
(1) Core income, on a diluted per-share basis. Core income is net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain on the sale of securities, amortization of intangibles, goodwill and nonrecurring items. Assumed tax rate is 35%.
(2) 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. P/E and P/Core =NM if the ratio is negative or above 35x.
(3) Indicated 12 month dividend, based on last quarterly dividend declared.
(4) Indicated 12 month dividend as a percent of trailing 12 month earnings.
(5) ROAA (return on average assets) and ROAE (return on average equity) are indicated ratios based on trailing 12 month earnings and average equity and assets balances.
(6) 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) 2017 by RP® Financial, LC.
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.24 |
respectively, the Company’s pro forma P/B and P/TB ratios (fully-converted basis) at the midpoint value reflected discounts of 38.0% and 38.0%, respectively. At the top of the super range or supermaximum, the Company’s P/B and P/TB ratios (fully-converted basis) both equaled 73.21%. In comparison to the Peer Group’s average P/B and P/TB ratios, the Bank’s P/B and P/TB ratios at the top of the super range reflected discounts of 31.2% and 32.2%, 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 super range reflected discounts of 30.9% and 30.9%, respectively. RP Financial considered the discounts under the P/B approach to be reasonable, given the nature of the calculation of the P/B ratio, which mathematically results in a ratio discounted to book value, along with consideration of the Company’s higher pro forma equity ratio and in consideration of the trading of recent conversions.
On an MHC reported basis, the Company’s P/B and P/TB ratios at the $17.0 million midpoint value both equaled 96.99% (see Table 4.6). In comparison to the average P/B and P/TB ratios indicated for the Peer Group of 106.46% and 107.91%, respectively, the Company’s ratios were discounted by 8.9% on a P/B basis and 10.1% on a P/TB basis. In comparison to the Peer Group’s median P/B and P/TB ratios of 105.93% and 105.93%, respectively, the Company’s pro forma P/B and P/TB ratios (MHC basis) at the midpoint value reflected discounts of 8.4% and 8.4%, respectively. At the top of the super range, the Company’s P/B and P/TB ratios (MHC basis) both equaled 114.42%. 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 top of the super range reflected premiums of 7.5% and 6.0%, 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 super range reflected premiums of 8.0% and 8.0%, respectively.
3. Price-to-Assets (“P/A”). The P/A valuation methodology determines market value by applying a valuation P/A ratio (fully-converted basis) to the Company’s pro forma asset base, conservatively assuming no deposit withdrawals are made to fund stock purchases. In all likelihood there will be deposit withdrawals, which results in understating the pro forma P/A ratio, which is computed herein. At the $17.0 million midpoint of the valuation range, the Company’s pro forma P/A ratio (fully-converted basis) equaled 10.16% of pro forma assets. Comparatively, the Peer Group companies exhibited an average P/A ratio of 14.07%, which implies a discount of 27.8% has been applied to the Company’s pro forma P/A ratio. In comparison to the Peer
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.25 |
Group’s median P/A ratio of 14.28%, the Bank’s pro forma P/A ratio (fully-converted basis) at the midpoint value reflects a discount of 28.9%.
On an MHC reported basis, the Company’s pro forma P/A ratio at the $17.0 million midpoint value equaled 10.69% (see Table 4.7). In comparison to the Peer Group's average P/A ratio of 14.07%, the Company’s P/A ratio (MHC basis) indicated a discount of 24.02%. In comparison to the Peer Group’s median P/A ratio of 14.28%, the Company’s pro forma P/A ratio (MHC basis) at the midpoint value reflects a discount of 25.14%.
Comparison to Publicly-Traded MHCs
As indicated in Chapter III, we believe there are a number of characteristics of MHC shares that make them different from the shares of fully-converted companies. These factors include: (1) lower aftermarket liquidity in the MHC shares since less than 50% of the shares are available for trading; (2) no opportunity for public shareholders to exercise voting control; (3) the potential pro forma impact of second-step conversions on the pricing of MHC institutions; and (4) the regulatory policies regarding the accounting for net assets and/or waived dividends held by the MHC in a second-step conversion and, thereby, lessening the attractiveness of paying cash dividends. The above characteristics of MHC shares have provided MHC stocks with different trading characteristics versus fully-converted companies. To account for the unique trading characteristics of MHC shares, RP Financial has placed the financial data and pricing ratios of the publicly-traded MHCs and the MHCs listed on the Over-the-Counter Bulletin Board (“OTCBB”) on a fully-converted basis to make them comparable for valuation purposes. We feel that examining the OTCBB MHCs is also useful as SSB shares more characteristics to those companies than the publicly-traded companies in terms of asset size, market capitalization, resources, etc.
Using the per share and pricing information of the publicly-traded and OTC MHCs on a fully-converted basis accomplishes a number of objectives. First, such figures eliminate distortions that result when trying to compare institutions that have different public ownership interests outstanding. Secondly, such an analysis provides ratios that are comparable to the pricing information of fully-converted public companies and are directly applicable to determining the pro forma market value range of the 100% ownership interest in the Company as an MHC. This technique is validated by the investment community's evaluation of MHC pricing, which also incorporates the pro forma impact of a second-step conversion based on the current market price.
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.26 |
To calculate the fully-converted pricing information for MHCs, the reported financial information for the public MHCs incorporate the following assumptions: (1) all shares owned by the MHC are assumed to be sold at the current trading price in a second step-conversion; (2) the gross proceeds from such a sale are adjusted to reflect reasonable offering expenses and standard stock based benefit plan parameters that would be factored into a second-step conversion of an MHC institution; and (3) net proceeds are assumed to be reinvested at market rates on a tax effected basis. Book value per share and earnings per share figures for the public MHCs were adjusted by the impact of the assumed second step-conversion, resulting in an estimation of book value per share and earnings per share figures on a fully-converted basis. Table 4.7 on the following pages shows the calculation of per share financial data (fully-converted basis) for each of the nine publicly-traded MHC institutions and the 16 OTCBB-listed MHCs, which have not announced plans to complete a second-step conversion offering.
Table 4.8 below shows a comparative pricing analysis of the publicly-traded MHCs and the OTCBB MHCs on a fully-converted basis versus the Company’s Peer Group. In comparison to the Peer Group’s P/TB ratio, the P/TB ratio of the publicly-traded MHCs reflected a discount of 15.12%. In comparison to the Peer Group’s P/E multiple, the P/E multiple of the publicly-traded MHCs reflected a premium of 27.5%, while the OTC MHCs P/E multiple indicated a discount of 12.1%. In comparison to the publicly-traded MHCs, the Company’s pro forma P/TB ratio (fully-converted basis) of 65.7% at the midpoint of the valuation range reflected a discount of 28.2%, and reflected a premium of 0.1% to the average of the OTCBB MHCs. At the top of the super range, the Company’s P/TB ratio (fully-converted basis) of 73.21% reflected a discount of 20.1% to the publicly-traded MHCs, and a premium of 11.6% to the average of the OTCBB MHCs.
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.27 |
Table 4.7
MHC Institutions, Implied Pricing Ratios, Full Conversion Basis
Financial Data as of the Most Recent Quarter or Twelve Month Period Available
Prices as of August 18, 2017
| | | | | | | | | | | | | | | | | | Per Share Data | | | Pricing Ratios(2) | |
| | | | | | | | | | | | Stock | | | Mkt | | | LTM | | | BV/ | | | Tang. | | | P/E | | | Price/ | | | Price/ | | | Price/ | |
| | Ticker | | Company Name | | City | | State | | Exchange | | Price(1) | | | Value | | | EPS | | | Shr | | | BV/Sh | | | LTM | | | Book | | | TBk | | | Assts | |
| | | | | | | | | | | | ($) | | | ($M) | | | ($) | | | ($) | | | ($) | | | (x) | | | (%) | | | (%) | | | (%) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Publicly Traded MHCs, Full Conversion Basis - Averages | | | | | 17.49 | | | | 640.1 | | | | 0.62 | | | | 19.67 | | | | 19.01 | | | | 28.26 | | | | 89.81 | | | | 91.59 | | | | 21.80 | |
| | Publicly Traded MHCs, Full Conversion Basis - Medians | | | | | 15.70 | | | | 164.8 | | | | 0.48 | | | | 19.76 | | | | 18.36 | | | | 27.39 | | | | 87.80 | | | | 89.48 | | | | 20.72 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | OTC MHCs, Full Conversion Basis - Averages | | | | | 12.68 | | | | 30.99 | | | | 0.65 | | | | 18.68 | | | | 18.79 | | | | 19.47 | | | | 65.48 | | | | 65.61 | | | | 12.53 | |
| | OTC MHCs, Full Conversion Basis - Medians | | | | | 10.83 | | | | 20.83 | | | | 0.63 | | | | 16.63 | | | | 16.44 | | | | 18.78 | | | | 65.41 | | | | 65.58 | | | | 11.46 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Publicly Traded MHCs, Full Conversion Basis | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
1 | | CFBI | | Community First Bancshares, Inc. (MHC) | | Covington | | GA | | NASDAQ | | | 12.67 | | | | 95.5 | | | | 0.27 | | | | 16.03 | | | | 16.03 | | | | NM | | | | 79.03 | | | | 79.03 | | | | 29.66 | |
2 | | GCBC | | Greene County Bancorp, Inc. (MHC) | | Catskill | | NY | | NASDAQ | | | 24.25 | | | | 206.2 | | | | 1.44 | | | | 21.13 | | | | 21.13 | | | | 16.86 | | | | 114.77 | | | | 114.77 | | | | 19.12 | |
3 | | HONE | | HarborOne Bancorp, Inc. (MHC) | | Brockton | | MA | | NASDAQ | | | 17.95 | | | | 576.6 | | | | 0.48 | | | | 18.79 | | | | 18.36 | | | | 37.63 | | | | 95.55 | | | | 97.75 | | | | 19.89 | |
4 | | KFFB | | Kentucky First Federal Bancorp (MHC) | | Frankfort | | KY | | NASDAQ | | | 9.80 | | | | 82.8 | | | | 0.16 | | | | 12.67 | | | | 10.95 | | | | NM | | | | 77.35 | | | | 89.48 | | | | 23.76 | |
5 | | LSBK | | Lake Shore Bancorp, Inc. (MHC) | | Dunkirk | | NY | | NASDAQ | | | 15.70 | | | | 95.8 | | | | 0.54 | | | | 20.73 | | | | 20.73 | | | | 29.15 | | | | 75.73 | | | | 75.73 | | | | 17.29 | |
6 | | MGYR | | Magyar Bancorp, Inc. (MHC) | | New Brunswick | | NJ | | NASDAQ | | | 12.45 | | | | 72.5 | | | | 0.28 | | | | 14.24 | | | | 14.24 | | | | NM | | | | 87.42 | | | | 87.42 | | | | 11.65 | |
7 | | OFED | | Oconee Federal Financial Corp. (MHC) | | Seneca | | SC | | NASDAQ | | | 28.54 | | | | 164.8 | | | | 1.14 | | | | 32.51 | | | | 31.95 | | | | 24.94 | | | | 87.80 | | | | 89.33 | | | | 28.24 | |
8 | | PVBC | | Provident Bancorp, Inc. (MHC) | | Amesbury | | MA | | NASDAQ | | | 20.95 | | | | 201.8 | | | | 0.82 | | | | 21.25 | | | | 21.25 | | | | 25.63 | | | | 98.59 | | | | 98.59 | | | | 20.72 | |
9 | | TFSL | | TFS Financial Corporation (MHC) | | Cleveland | | OH | | NASDAQ | | | 15.13 | | | | 4,264.7 | | | | 0.43 | | | | 16.44 | | | | 16.40 | | | | 35.35 | | | | 92.05 | | | | 92.25 | | | | 25.88 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | OTC MHCs, Full Conversion Basis | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
10 | | ABBB | | Auburn Bancorp, Inc. (MHC) | | Auburn | | ME | | OTC Pink | | | 11.30 | | | | 5.7 | | | | 0.64 | | | | 18.50 | | | | 18.50 | | | | 17.55 | | | | 61.09 | | | | 61.09 | | | | 7.72 | |
11 | | BVFL | | BV Financial, Inc. (MHC) | | Baltimore | | MD | | OTC Pink | | | 7.00 | | | | 21.0 | | | | 0.26 | | | | 11.32 | | | | 11.27 | | | | 26.69 | | | | 61.83 | | | | 62.10 | | | | 11.45 | |
12 | | CNNB | | Cincinnati Bancorp (MHC) | | Cincinnati | | OH | | OTC Pink | | | 10.15 | | | | 17.8 | | | | 0.59 | | | | 15.42 | | | | 15.42 | | | | 17.30 | | | | 65.80 | | | | 65.80 | | | | 10.50 | |
13 | | CULL | | Cullman Bancorp, Inc. (MHC) | | Cullman | | AL | | OTC Pink | | | 24.00 | | | | 61.5 | | | | 1.24 | | | | 29.11 | | | | 29.11 | | | | 19.38 | | | | 82.44 | | | | 82.44 | | | | 19.52 | |
14 | | FSGB | | First Federal of South Carolina, FSB (MHC) | | Walterboro | | SC | | OTC Pink | | | 4.15 | | | | 4.2 | | | | 0.63 | | | | 7.98 | | | | 7.98 | | | | 6.54 | | | | 52.02 | | | | 52.02 | | | | 4.94 | |
15 | | GOVB | | Gouverneur Bancorp, Inc. (MHC) | | Gouverneur | | NY | | OTC Pink | | | 14.50 | | | | 31.6 | | | | 0.66 | | | | 21.12 | | | | 21.12 | | | | 21.86 | | | | 68.67 | | | | 68.67 | | | | 20.42 | |
16 | | GVFF | | Greenville Federal Financial Corporation (MHC) | | Greenville | | OH | | OTC Pink | | | 9.40 | | | | 20.2 | | | | 0.26 | | | | 14.34 | | | | 14.34 | | | | 35.58 | | | | 65.53 | | | | 65.53 | | | | 11.46 | |
17 | | LSFG | | LifeStore Financial Group (MHC) | | West Jefferson | | NC | | OTC Pink | | | 22.00 | | | | 22.4 | | | | 2.41 | | | | 32.59 | | | | 32.59 | | | | 9.13 | | | | 67.51 | | | | 67.51 | | | | 7.84 | |
18 | | LPBC | | Lincoln Park Bancorp (MHC) | | Lincoln Park | | NJ | | OTC Pink | | | 11.70 | | | | 20.7 | | | | 0.62 | | | | 16.63 | | | | 16.60 | | | | 18.78 | | | | 70.36 | | | | 70.48 | | | | 5.28 | |
19 | | MSVB | | Mid-Southern Savings Bank, FSB (MHC) | | Salem | | IN | | OTC Pink | | | 18.31 | | | | 26.9 | | | | 0.96 | | | | 27.10 | | | | 27.10 | | | | 19.05 | | | | 67.57 | | | | 67.57 | | | | 13.64 | |
20 | | MFDB | | Mutual Federal Bancorp, Inc. (MHC) | | Chicago | | IL | | OTC Pink | | | 5.20 | | | | 17.1 | | | | 0.10 | | | | 8.10 | | | | 8.10 | | | | NM | | | | 64.17 | | | | 64.17 | | | | 17.49 | |
21 | | NECB | | NorthEast Community Bancorp, Inc. (MHC) | | White Plains | | NY | | OTC Pink | | | 9.05 | | | | 110.6 | | | | 0.58 | | | | 13.86 | | | | 13.79 | | | | 15.73 | | | | 65.30 | | | | 65.64 | | | | 13.56 | |
22 | | SCAY | | Seneca-Cayuga Bancorp, Inc. (MHC) | | Seneca Falls | | NY | | OTC Pink | | | 10.35 | | | | 23.1 | | | | -0.38 | | | | 16.64 | | | | 16.29 | | | | NM | | | | 62.19 | | | | 63.55 | | | | 7.80 | |
23 | | WAKE | | Wake Forest Bancshares, Inc. (MHC) | | Wake Forest | | NC | | OTC Pink | | | 17.85 | | | | 20.3 | | | | 1.01 | | | | 29.55 | | | | 29.55 | | | | 17.59 | | | | 60.40 | | | | 60.40 | | | | 17.70 | |
24 | | WAWL | | Wawel Bank (MHC) | | Garfield | | NJ | | OTC Pink | | | 2.86 | | | | 6.1 | | | | -0.17 | | | | 4.82 | | | | 4.82 | | | | NM | | | | 59.36 | | | | 59.36 | | | | 8.03 | |
25 | | WMPN | | William Penn Bancorp, Inc. (MHC) | | Levittown | | PA | | OTC Pink | | | 25.00 | | | | 86.6 | | | | 0.90 | | | | 34.07 | | | | 34.07 | | | | 27.93 | | | | 73.38 | | | | 73.38 | | | | 23.08 | |
| | | | | | | | | | | | | | | | | | | | | Key Financial Data(2) | |
| | | | | | | | | | | | Dividends | | | | | | | | | LTM | |
| | | | | | | | | | | | Ann Div | | | Div. | | | Div Pay | | | Total | | | Tang. | | | Reported | |
| | Ticker | | Company Name | | City | | State | | Exchange | | Rate | | | Yield | | | Ratio | | | Assets | | | E/A | | | ROAA | | | ROAE | |
| | | | | | | | | | | | ($) | | | (%) | | | (%) | | | ($000) | | | (%) | | | (%) | | | (%) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Publicly Traded MHCs, Full Conversion Basis - Averages | | | | | 0.04 | | | | 0.45 | | | | 27.47 | | | | 2,651,298 | | | | 24.21 | | | | 0.69 | | | | 2.98 | |
| | Publicly Traded MHCs, Full Conversion Basis - Medians | | | | | 0.00 | | | | 0.00 | | | | 0.00 | | | | 621,834 | | | | 22.84 | | | | 0.62 | | | | 2.60 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | OTC MHCs, Full Conversion Basis - Averages | | | | | 0.13 | | | | 0.97 | | | | 20.06 | | | | 238,019 | | | | 18.83 | | | | 0.55 | | | | 3.05 | |
| | OTC MHCs, Full Conversion Basis - Medians | | | | | 0.10 | | | | 0.67 | | | | 12.66 | | | | 179,602 | | | | 18.44 | | | | 0.72 | | | | 3.48 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Publicly Traded MHCs, Full Conversion Basis | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
1 | | CFBI | | Community First Bancshares, Inc. (MHC) | | Covington | | GA | | NASDAQ | | | 0.00 | | | | 0.00 | | | | 0.0 | | | | 322,065 | | | | 37.52 | | | | 0.62 | | | | 1.66 | |
2 | | GCBC | | Greene County Bancorp, Inc. (MHC) | | Catskill | | NY | | NASDAQ | | | 0.00 | | | | 0.00 | | | | 0.0 | | | | 1,078,417 | | | | 16.66 | | | | 1.13 | | | | 6.81 | |
3 | | HONE | | HarborOne Bancorp, Inc. (MHC) | | Brockton | | MA | | NASDAQ | | | 0.00 | | | | 0.00 | | | | 0.0 | | | | 2,898,837 | | | | 20.35 | | | | 0.53 | | | | 2.54 | |
4 | | KFFB | | Kentucky First Federal Bancorp (MHC) | | Frankfort | | KY | | NASDAQ | | | 0.40 | | | | 4.08 | | | | 247.2 | | | | 348,332 | | | | 26.55 | | | | 0.39 | | | | 1.28 | |
5 | | LSBK | | Lake Shore Bancorp, Inc. (MHC) | | Dunkirk | | NY | | NASDAQ | | | 0.00 | | | | 0.00 | | | | 0.0 | | | | 554,027 | | | | 22.84 | | | | 0.59 | | | | 2.60 | |
6 | | MGYR | | Magyar Bancorp, Inc. (MHC) | | New Brunswick | | NJ | | NASDAQ | | | 0.00 | | | | 0.00 | | | | 0.0 | | | | 621,834 | | | | 13.33 | | | | 0.27 | | | | 2.00 | |
7 | | OFED | | Oconee Federal Financial Corp. (MHC) | | Seneca | | SC | | NASDAQ | | | 0.00 | | | | 0.00 | | | | 0.0 | | | | 583,513 | | | | 31.61 | | | | 1.13 | | | | 3.52 | |
8 | | PVBC | | Provident Bancorp, Inc. (MHC) | | Amesbury | | MA | | NASDAQ | | | 0.00 | | | | 0.00 | | | | 0.0 | | | | 973,845 | | | | 21.02 | | | | 0.81 | | | | 3.85 | |
9 | | TFSL | | TFS Financial Corporation (MHC) | | Cleveland | | OH | | NASDAQ | | | 0.00 | | | | 0.00 | | | | 0.0 | | | | 16,480,808 | | | | 28.05 | | | | 0.73 | | | | 2.60 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | OTC MHCs, Full Conversion Basis | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
10 | | ABBB | | Auburn Bancorp, Inc. (MHC) | | Auburn | | ME | | OTC Pink | | | 0.00 | | | | 0.00 | | | | 0.0 | | | | 73,646 | | | | 12.64 | | | | 0.44 | | | | 3.48 | |
11 | | BVFL | | BV Financial, Inc. (MHC) | | Baltimore | | MD | | OTC Pink | | | 0.00 | | | | 0.00 | | | | 0.0 | | | | 183,352 | | | | 18.44 | | | | 0.43 | | | | 2.32 | |
12 | | CNNB | | Cincinnati Bancorp (MHC) | | Cincinnati | | OH | | OTC Pink | | | 0.00 | | | | 0.00 | | | | 0.0 | | | | 169,374 | | | | 15.96 | | | | 0.61 | | | | 3.80 | |
13 | | CULL | | Cullman Bancorp, Inc. (MHC) | | Cullman | | AL | | OTC Pink | | | 0.50 | | | | 2.08 | | | | 40.4 | | | | 315,298 | | | | 23.68 | | | | 1.01 | | | | 4.25 | |
14 | | FSGB | | First Federal of South Carolina, FSB (MHC) | | Walterboro | | SC | | OTC Pink | | | 0.12 | | | | 2.89 | | | | 18.9 | | | | 85,007 | | | | 9.51 | | | | 0.76 | | | | 7.96 | |
15 | | GOVB | | Gouverneur Bancorp, Inc. (MHC) | | Gouverneur | | NY | | OTC Pink | | | 0.34 | | | | 2.34 | | | | 51.3 | | | | 154,594 | | | | 29.73 | | | | 0.93 | | | | 3.14 | |
16 | | GVFF | | Greenville Federal Financial Corporation (MHC) | | Greenville | | OH | | OTC Pink | | | 0.28 | | | | 2.98 | | | | 106.0 | | | | 175,851 | | | | NA | | | | 0.32 | | | | 1.84 | |
17 | | LSFG | | LifeStore Financial Group (MHC) | | West Jefferson | | NC | | OTC Pink | | | 0.00 | | | | 0.00 | | | | 0.0 | | | | 286,089 | | | | NA | | | | 0.86 | | | | 7.40 | |
18 | | LPBC | | Lincoln Park Bancorp (MHC) | | Lincoln Park | | NJ | | OTC Pink | | | 0.08 | | | | 0.68 | | | | 12.8 | | | | 391,460 | | | | 7.49 | | | | 0.28 | | | | 3.75 | |
19 | | MSVB | | Mid-Southern Savings Bank, FSB (MHC) | | Salem | | IN | | OTC Pink | | | 0.12 | | | | 0.66 | | | | 12.5 | | | | 197,188 | | | | 20.19 | | | | 0.72 | | | | 3.55 | |
20 | | MFDB | | Mutual Federal Bancorp, Inc. (MHC) | | Chicago | | IL | | OTC Pink | | | 0.00 | | | | 0.00 | | | | 0.0 | | | | 97,896 | | | | NA | | | | NA | | | | NA | |
21 | | NECB | | NorthEast Community Bancorp, Inc. (MHC) | | White Plains | | NY | | OTC Pink | | | 0.12 | | | | 1.33 | | | | 20.9 | | | | 815,608 | | | | 20.66 | | | | 0.86 | | | | 4.15 | |
22 | | SCAY | | Seneca-Cayuga Bancorp, Inc. (MHC) | | Seneca Falls | | NY | | OTC Pink | | | 0.00 | | | | 0.00 | | | | 0.0 | | | | 296,438 | | | | 12.27 | | | | -0.28 | | | | -2.27 | |
23 | | WAKE | | Wake Forest Bancshares, Inc. (MHC) | | Wake Forest | | NC | | OTC Pink | | | 0.24 | | | | 1.34 | | | | 23.7 | | | | 114,880 | | | | 29.30 | | | | 1.01 | | | | 3.43 | |
24 | | WAWL | | Wawel Bank (MHC) | | Garfield | | NJ | | OTC Pink | | | 0.00 | | | | 0.00 | | | | 0.0 | | | | 76,406 | | | | 13.52 | | | | -0.49 | | | | -3.60 | |
25 | | WMPN | | William Penn Bancorp, Inc. (MHC) | | Levittown | | PA | | OTC Pink | | | 0.31 | | | | 1.24 | | | | 34.6 | | | | 375,220 | | | | 31.46 | | | | 0.83 | | | | 2.63 | |
(1) Current stock price of minority stock.
(2) Ratios are pro forma assumings a second step conversion to full stock form.
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.
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.28 |
Table 4.7
Calculation of Implied Per Share Data - Incorporating MHC Second Step Conversion
Publicly Traded MHC Institutions
| | | | | | | | | | | | | | | | | | | | | Per Share | | | | |
| | | | | | | | | | | | Current Ownership | | | TTM NI | | | Tang. | | | | | | Share | |
| | Ticker | | Name | | City | | State | | Exhange | | Public | | | MHC Shares | | | Total Shares | | | Reported | | | Bk Value | | | Assets | | | Price | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
1 | | CFBI | | Community First Bancshares, Inc. (MHC) | | Covington | | GA | | NASDAQ | | | 3,467,595 | | | | 4,070,655 | | | | 7,538,250 | | | $ | 0.20 | | | $ | 10.15 | | | $ | 36.84 | | | $ | 12.67 | |
2 | | GCBC | | Greene County Bancorp, Inc. (MHC) | | Catskill | | NY | | NASDAQ | | | 3,893,350 | | | | 4,609,264 | | | | 8,502,614 | | | $ | 1.32 | | | $ | 9.82 | | | $ | 115.53 | | | $ | 24.25 | |
3 | | HONE | | HarborOne Bancorp, Inc. (MHC) | | Brockton | | MA | | NASDAQ | | | 14,839,846 | | | | 17,281,034 | | | | 32,120,880 | | | $ | 0.39 | | | $ | 10.06 | | | $ | 81.94 | | | $ | 17.95 | |
4 | | KFFB | | Kentucky First Federal Bancorp (MHC) | | Frankfort | | KY | | NASDAQ | | | 3,716,577 | | | | 4,727,938 | | | | 8,444,515 | | | $ | 0.11 | | | $ | 6.23 | | | $ | 36.53 | | | $ | 9.80 | |
5 | | LSBK | | Lake Shore Bancorp, Inc. (MHC) | | Dunkirk | | NY | | NASDAQ | | | 2,465,447 | | | | 3,636,875 | | | | 6,102,322 | | | $ | 0.45 | | | $ | 12.69 | | | $ | 82.74 | | | $ | 15.70 | |
6 | | MGYR | | Magyar Bancorp, Inc. (MHC) | | New Brunswick | | NJ | | NASDAQ | | | 2,620,296 | | | | 3,200,450 | | | | 5,820,746 | | | $ | 0.22 | | | $ | 8.35 | | | $ | 100.94 | | | $ | 12.45 | |
7 | | OFED | | Oconee Federal Financial Corp. (MHC) | | Seneca | | SC | | NASDAQ | | | 1,609,112 | | | | 4,164,415 | | | | 5,773,527 | | | $ | 0.95 | | | $ | 14.25 | | | $ | 83.36 | | | $ | 28.54 | |
8 | | PVBC | | Provident Bancorp, Inc. (MHC) | | Amesbury | | MA | | NASDAQ | | | 4,598,965 | | | | 5,034,323 | | | | 9,633,288 | | | $ | 0.72 | | | $ | 11.83 | | | $ | 91.68 | | | $ | 20.95 | |
9 | | TFSL | | TFS Financial Corporation (MHC) | | Cleveland | | OH | | NASDAQ | | | 54,753,592 | | | | 227,119,132 | | | | 281,872,724 | | | $ | 0.31 | | | $ | 5.92 | | | $ | 47.98 | | | $ | 15.13 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
10 | | ABBB | | Auburn Bancorp, Inc. (MHC) | | Auburn | | ME | | OTC Pink | | | 226,478 | | | | 276,806 | | | | 503,284 | | | $ | 0.59 | | | $ | 13.15 | | | $ | 140.99 | | | $ | 11.30 | |
11 | | BVFL | | BV Financial, Inc. (MHC) | | Baltimore | | MD | | OTC Pink | | | 949,136 | | | | 2,049,988 | | | | 2,999,124 | | | $ | 0.22 | | | $ | 7.16 | | | $ | 57.02 | | | $ | 7.00 | |
12 | | CNNB | | Cincinnati Bancorp (MHC) | | Cincinnati | | OH | | OTC Pink | | | 807,360 | | | | 945,587 | | | | 1,752,947 | | | $ | 0.54 | | | $ | 10.72 | | | $ | 91.91 | | | $ | 10.15 | |
13 | | CULL | | Cullman Bancorp, Inc. (MHC) | | Cullman | | AL | | OTC Pink | | | 1,160,727 | | | | 1,403,731 | | | | 2,564,458 | | | $ | 1.12 | | | $ | 17.81 | | | $ | 111.65 | | | $ | 24.00 | |
14 | | FSGB | | First Federal of South Carolina, FSB (MHC) | | Walterboro | | SC | | OTC Pink | | | 162,041 | | | | 850,714 | | | | 1,012,755 | | | $ | 0.60 | | | $ | 4.98 | | | $ | 80.94 | | | $ | 4.15 | |
15 | | GOVB | | Gouverneur Bancorp, Inc. (MHC) | | Gouverneur | | NY | | OTC Pink | | | 865,686 | | | | 1,311,222 | | | | 2,176,908 | | | $ | 0.58 | | | $ | 13.60 | | | $ | 63.50 | | | $ | 14.50 | |
16 | | GVFF | | Greenville Federal Financial Corporation (MHC) | | Greenville | | OH | | OTC Pink | | | 880,655 | | | | 1,264,126 | | | | 2,144,781 | | | $ | 0.21 | | | $ | 9.58 | | | $ | 77.23 | | | $ | 9.40 | |
17 | | LSFG | | LifeStore Financial Group (MHC) | | West Jefferson | | NC | | OTC Pink | | | 480,870 | | | | 538,221 | | | | 1,019,091 | | | $ | 2.30 | | | $ | 22.60 | | | $ | 270.74 | | | $ | 22.00 | |
18 | | LPBC | | Lincoln Park Bancorp (MHC) | | Lincoln Park | | NJ | | OTC Pink | | | 765,716 | | | | 999,810 | | | | 1,765,526 | | | $ | 0.56 | | | $ | 10.90 | | | $ | 216.03 | | | $ | 11.70 | |
19 | | MSVB | | Mid-Southern Savings Bank, FSB (MHC) | | Salem | | IN | | OTC Pink | | | 428,630 | | | | 1,040,750 | | | | 1,469,380 | | | $ | 0.84 | | | $ | 15.94 | | | $ | 123.05 | | | $ | 18.31 | |
20 | | MFDB | | Mutual Federal Bancorp, Inc. (MHC) | | Chicago | | IL | | OTC Pink | | | 745,959 | | | | 2,545,936 | | | | 3,291,895 | | | $ | 0.06 | | | $ | 4.65 | | | $ | 26.28 | | | $ | 5.20 | |
21 | | NECB | | NorthEast Community Bancorp, Inc. (MHC) | | White Plains | | NY | | OTC Pink | | | 4,950,052 | | | | 7,273,750 | | | | 12,223,802 | | | $ | 0.53 | | | $ | 9.16 | | | $ | 62.09 | | | $ | 9.05 | |
22 | | SCAY | | Seneca-Cayuga Bancorp, Inc. (MHC) | | Seneca Falls | | NY | | OTC Pink | | | 923,887 | | | | 1,309,275 | | | | 2,233,162 | | | $ | (0.43 | ) | | $ | 11.07 | | | $ | 127.53 | | | $ | 10.35 | |
23 | | WAKE | | Wake Forest Bancshares, Inc. (MHC) | | Wake Forest | | NC | | OTC Pink | | | 503,808 | | | | 635,000 | | | | 1,138,808 | | | $ | 0.92 | | | $ | 20.99 | | | $ | 92.32 | | | $ | 17.85 | |
24 | | WAWL | | Wawel Bank (MHC) | | Garfield | | NJ | | OTC Pink | | | 840,548 | | | | 1,304,153 | | | | 2,144,701 | | | $ | (0.19 | ) | | $ | 3.32 | | | $ | 34.13 | | | $ | 2.86 | |
25 | | WMPN | | William Penn Bancorp, Inc. (MHC) | | Levittown | | PA | | OTC Pink | | | 807,641 | | | | 2,657,045 | | | | 3,464,686 | | | $ | 0.72 | | | $ | 17.58 | | | $ | 91.81 | | | $ | 25.00 | |
| | | | | | | | | | | | | | | Net | | | Net | | | Pro Forma | |
| | | | | | | | | | | | Gross | | | Capital | | | Income | | | Net Inc./ | | | Bk Value/ | | | Tang. Bk. | | | Assets/ | |
| | Ticker | | Name | | City | | State | | Exhange | | Proceeds(1) | | | Increase(2) | | | Increase(3) | | | Share | | | Share | | | Value/Share | | | Share | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
1 | | CFBI | | Community First Bancshares, Inc. (MHC) | | Covington | | GA | | NASDAQ | | $ | 51,575,199 | | | $ | 44,354,671 | | | $ | 479,959 | | | $ | 0.27 | | | $ | 16.03 | | | $ | 16.03 | | | $ | 42.72 | |
2 | | GCBC | | Greene County Bancorp, Inc. (MHC) | | Catskill | | NY | | NASDAQ | | $ | 111,774,652 | | | $ | 96,126,201 | | | $ | 1,040,175 | | | $ | 1.44 | | | $ | 21.13 | | | $ | 21.13 | | | $ | 126.83 | |
3 | | HONE | | HarborOne Bancorp, Inc. (MHC) | | Brockton | | MA | | NASDAQ | | $ | 310,194,560 | | | $ | 266,767,322 | | | $ | 2,886,671 | | | $ | 0.48 | | | $ | 18.79 | | | $ | 18.36 | | | $ | 90.25 | |
4 | | KFFB | | Kentucky First Federal Bancorp (MHC) | | Frankfort | | KY | | NASDAQ | | $ | 46,333,792 | | | $ | 39,847,061 | | | $ | 431,182 | | | $ | 0.16 | | | $ | 12.67 | | | $ | 10.95 | | | $ | 41.25 | |
5 | | LSBK | | Lake Shore Bancorp, Inc. (MHC) | | Dunkirk | | NY | | NASDAQ | | $ | 57,098,938 | | | $ | 49,105,086 | | | $ | 531,363 | | | $ | 0.54 | | | $ | 20.73 | | | $ | 20.73 | | | $ | 90.79 | |
6 | | MGYR | | Magyar Bancorp, Inc. (MHC) | | New Brunswick | | NJ | | NASDAQ | | $ | 39,845,603 | | | $ | 34,267,218 | | | $ | 370,803 | | | $ | 0.28 | | | $ | 14.24 | | | $ | 14.24 | | | $ | 106.83 | |
7 | | OFED | | Oconee Federal Financial Corp. (MHC) | | Seneca | | SC | | NASDAQ | | $ | 118,852,404 | | | $ | 102,213,068 | | | $ | 1,106,040 | | | $ | 1.14 | | | $ | 32.51 | | | $ | 31.95 | | | $ | 101.07 | |
8 | | PVBC | | Provident Bancorp, Inc. (MHC) | | Amesbury | | MA | | NASDAQ | | $ | 105,469,067 | | | $ | 90,703,397 | | | $ | 981,495 | | | $ | 0.82 | | | $ | 21.25 | | | $ | 21.25 | | | $ | 101.09 | |
9 | | TFSL | | TFS Financial Corporation (MHC) | | Cleveland | | OH | | NASDAQ | | $ | 3,436,312,467 | | | $ | 2,955,228,722 | | | $ | 31,978,324 | | | $ | 0.43 | | | $ | 16.44 | | | $ | 16.40 | | | $ | 58.47 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
10 | | ABBB | | Auburn Bancorp, Inc. (MHC) | | Auburn | | ME | | OTC Pink | | $ | 3,127,908 | | | $ | 2,690,001 | | | $ | 29,108 | | | $ | 0.64 | | | $ | 18.50 | | | $ | 18.50 | | | $ | 146.33 | |
11 | | BVFL | | BV Financial, Inc. (MHC) | | Baltimore | | MD | | OTC Pink | | $ | 14,349,916 | | | $ | 12,340,928 | | | $ | 133,540 | | | $ | 0.26 | | | $ | 11.32 | | | $ | 11.27 | | | $ | 61.14 | |
12 | | CNNB | | Cincinnati Bancorp (MHC) | | Cincinnati | | OH | | OTC Pink | | $ | 9,597,708 | | | $ | 8,254,029 | | | $ | 89,316 | | | $ | 0.59 | | | $ | 15.42 | | | $ | 15.42 | | | $ | 96.62 | |
13 | | CULL | | Cullman Bancorp, Inc. (MHC) | | Cullman | | AL | | OTC Pink | | $ | 33,689,544 | | | $ | 28,973,008 | | | $ | 313,515 | | | $ | 1.24 | | | $ | 29.11 | | | $ | 29.11 | | | $ | 122.95 | |
14 | | FSGB | | First Federal of South Carolina, FSB (MHC) | | Walterboro | | SC | | OTC Pink | | $ | 3,530,463 | | | $ | 3,036,198 | | | $ | 32,854 | | | $ | 0.63 | | | $ | 7.98 | | | $ | 7.98 | | | $ | 83.94 | |
15 | | GOVB | | Gouverneur Bancorp, Inc. (MHC) | | Gouverneur | | NY | | OTC Pink | | $ | 19,012,719 | | | $ | 16,350,938 | | | $ | 176,932 | | | $ | 0.66 | | | $ | 21.12 | | | $ | 21.12 | | | $ | 71.02 | |
16 | | GVFF | | Greenville Federal Financial Corporation (MHC) | | Greenville | | OH | | OTC Pink | | $ | 11,882,784 | | | $ | 10,219,195 | | | $ | 110,581 | | | $ | 0.26 | | | $ | 14.34 | | | $ | 14.34 | | | $ | 81.99 | |
17 | | LSFG | | LifeStore Financial Group (MHC) | | West Jefferson | | NC | | OTC Pink | | $ | 11,840,862 | | | $ | 10,183,141 | | | $ | 110,191 | | | $ | 2.41 | | | $ | 32.59 | | | $ | 32.59 | | | $ | 280.73 | |
18 | | LPBC | | Lincoln Park Bancorp (MHC) | | Lincoln Park | | NJ | | OTC Pink | | $ | 11,697,777 | | | $ | 10,060,088 | | | $ | 108,860 | | | $ | 0.62 | | | $ | 16.63 | | | $ | 16.60 | | | $ | 221.72 | |
19 | | MSVB | | Mid-Southern Savings Bank, FSB (MHC) | | Salem | | IN | | OTC Pink | | $ | 19,056,133 | | | $ | 16,388,274 | | | $ | 177,336 | | | $ | 0.96 | | | $ | 27.10 | | | $ | 27.10 | | | $ | 134.20 | |
20 | | MFDB | | Mutual Federal Bancorp, Inc. (MHC) | | Chicago | | IL | | OTC Pink | | $ | 13,238,867 | | | $ | 11,385,426 | | | $ | 123,201 | | | $ | 0.10 | | | $ | 8.10 | | | $ | 8.10 | | | $ | 29.74 | |
21 | | NECB | | NorthEast Community Bancorp, Inc. (MHC) | | White Plains | | NY | | OTC Pink | | $ | 65,827,438 | | | $ | 56,611,596 | | | $ | 612,590 | | | $ | 0.58 | | | $ | 13.86 | | | $ | 13.79 | | | $ | 66.72 | |
22 | | SCAY | | Seneca-Cayuga Bancorp, Inc. (MHC) | | Seneca Falls | | NY | | OTC Pink | | $ | 13,550,996 | | | $ | 11,653,857 | | | $ | 126,106 | | | $ | (0.38 | ) | | $ | 16.64 | | | $ | 16.29 | | | $ | 132.74 | |
23 | | WAKE | | Wake Forest Bancshares, Inc. (MHC) | | Wake Forest | | NC | | OTC Pink | | $ | 11,336,020 | | | $ | 9,748,977 | | | $ | 105,493 | | | $ | 1.01 | | | $ | 29.55 | | | $ | 29.55 | | | $ | 100.88 | |
24 | | WAWL | | Wawel Bank (MHC) | | Garfield | | NJ | | OTC Pink | | $ | 3,729,878 | | | $ | 3,207,695 | | | $ | 34,710 | | | $ | (0.17 | ) | | $ | 4.82 | | | $ | 4.82 | | | $ | 35.63 | |
25 | | WMPN | | William Penn Bancorp, Inc. (MHC) | | Levittown | | PA | | OTC Pink | | $ | 66,426,125 | | | $ | 57,126,468 | | | $ | 618,162 | | | $ | 0.90 | | | $ | 34.07 | | | $ | 34.07 | | | $ | 108.30 | |
| (1) | Gross proceeds calculated as stock price multiplied by the number of shares owned by the MHC (i.e. non-public shares). |
| (2) | Net increase in capital reflects gross proceeds less offering expenses, contra-equity account for leveraged ESOP and Restricted Stock Plan. For MHC's with assets at the MHC level, the net increase in capital also includes consolidation of MHC assets with the capital of the institution concurrent with hypothetical second step. |
Offering Expense Percent: | | | 2.00 | % |
ESOP Percent Purchase: | | | 8.00 | % |
RRP Percent Purchase: | | | 4.00 | % |
| (3) | Net increase in earnings reflects after-tax reinvestment income (assumes ESOP and RRP do not generate reinvestment income), less after-tax ESOP amortization and RRP vesting. |
After-Tax Reinvestment Rate: | | | 3.50 | % |
ESOP Loan Term (Yrs.): | | | 10 | |
Recognition Plan Vesting (Yrs.): | | | 5 | |
Effective Tax Rate: | | | 34.00 | % |
Source: SNL Securities, LC and RP Financial, LC. calculations.
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.29 |
Detailed pricing characteristics of the fully-converted MHCs is shown in Table 4.7.
Table 4.8
SSB Bank
Comparative MHC Pricing Data
| | Publicly-Traded | | | OTC | | | Peer | |
| | MHCs | | | MHCs | | | Group | |
Pricing Ratios (Averages)(1) | | | | | | | | | | | | |
Price/earnings (x) | | | 28.26 | x | | | 19.47 | x | | | 22.16 | x |
Price/tangible book (%) | | | 91.59 | % | | | 65.61 | % | | | 107.91 | % |
Price/assets (%) | | | 21.80 | | | | 12.53 | | | | 14.07 | % |
(1) Based on market prices as of August 18, 2017.
It should be noted that in a comparison of the publicly-traded and OTCBB MHCs to the Company, the publicly-traded and OTCBB MHCs maintain certain inherit characteristics in support of increasing the attractiveness of their stocks relative to the Company’s stock as an MHC that will just be completing an IPO: (1) the seasoned publicly-traded MHCs are viewed as potential candidates to complete a second-step offering; (2) some of the publicly-traded MHCs have been grandfathered to waive dividend payments to the MHC pursuant to receiving an annual majority vote by the depositors to approve the waiver of dividends; and (3) given the limited recent MHC conversion offerings, there is a degree of uncertainty on how well an MHC offering will be received in the prevailing regulatory environment.
Comparison to Recent Offerings
As indicated at the beginning of this section, RP Financial’s analysis of recent conversion offering pricing characteristics at closing and in the aftermarket has been limited to a “technical” analysis and, thus, the pricing characteristics of recent conversion offerings cannot be a primary determinate of value. 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 stock proceeds (i.e., external funds vs. deposit withdrawals).
As discussed previously, the two standard conversion offerings that were completed during the past three months had an average pro forma P/TB ratio at closing of 66.7%. In comparison to the 66.7% average closing forma P/TB ratio of the two recent standard conversions, the Company’s P/TB ratio (fully-converted basis) of 65.70% at the midpoint value reflects an implied discount of 1.5%. At the top of the super range, the Company’s P/TB ratio of 73.21% reflects an implied premium of 9.8% relative to the recent second step conversions
RP® Financial, LC. | VALUATION ANALYSIS |
| IV.30 |
average P/TB ratio at closing.
Valuation Conclusion
Based on the foregoing, it is our opinion that, as of August 18, 2017, the estimated aggregate pro forma market value of the shares to be issued immediately following the conversion, both shares issued publicly as well as to the MHC, equaled $17,000,000 at the midpoint, equal to 1,700,000 shares offered at a per share value of $10.00. Pursuant to conversion guidelines, the 15% offering range indicates a minimum value of $14,450,000 and a maximum value of $19,550,000. Based on the $10.00 per share offering price determined by the Board, this valuation range equates to total shares outstanding of 1,445,000 at the minimum and 1,955,000 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 $22,482,500 without a resolicitation. Based on the $10.00 per share offering price, the super maximum value would result in total shares outstanding of 2,248,250.
The Board of Directors has established a public offering range such that the public ownership of the Company will constitute a 45.0% ownership interest. Accordingly, the offering to the public of the minority stock will equal $6,502,500 at the minimum, $7,650,000 at the midpoint, $8,797,500 at the maximum and $10,117,120 at the super maximum of the valuation range. Based on the public offering range, the public ownership of shares will represent 45.0% of the shares issued throughout the valuation range. The pro forma valuation calculations relative to the Peer Group (fully-converted basis) are shown in Table 4.5, and are detailed in Exhibit IV-7 and Exhibit IV-8; the pro forma valuation calculations relative to the Peer Group based on reported financials are shown in Table 4.6 and are detailed in Exhibits IV-9 and IV-10.
EXHIBITS
RP® Financial, LC.
LIST OF EXHIBITS
Exhibit | | |
Number | | Description |
| | |
I-1 | | Map of Branch Office Network |
| | |
I-2 | | Audited Financial Statements |
| | |
I-3 | | Key Operating Ratios |
| | |
I-4 | | Investment Securities |
| | |
I-5 | | Yields and Costs |
| | |
I-6 | | Loan Loss Allowance Activity |
| | |
I-7 | | Interest Rate Risk Analysis |
| | |
I-8 | | Fixed Rate and Adjustable Rate Loans |
| | |
I-9 | | Loan Portfolio Composition |
| | |
I-10 | | Contractual Maturity By Loan Type |
| | |
I-11 | | Loan Originations, Purchases and Sales |
| | |
I-12 | | Non-Performing Assets |
| | |
I-13 | | Deposit Composition |
| | |
I-14 | | CDs >$100,000 in balance by Maturity |
| | |
| | |
II-1 | | Description of Office Facilities |
| | |
II-2 | | Historical Interest Rates |
| | |
II-3 | | Market Area Demographic/Economic Information |
LIST OF EXHIBITS (continued)
Exhibit | | |
Number | | Description |
| | |
III-1 | | General Characteristics of Publicly-Traded Institutions |
| | |
III-2 | | Public Market Pricing of Publicly-Traded Institutions – $750 Million in Assets or Less |
| | |
III-3 | | Peer Group Summary Demographic and Deposit Market Share Data |
| | |
| | |
IV-1 | | Thrift Stock Prices: As of August 18, 2017 |
| | |
IV-2 | | Historical Stock Price Indices |
| | |
IV-3 | | Historical Thrift Stock Indices |
| | |
IV-4 | | Market Area Acquisition Activity |
| | |
IV-5 | | Director and Senior Management Summary Resumes |
| | |
IV-6 | | Pro Forma Regulatory Capital Ratios |
| | |
IV-7 | | Pro Forma Analysis Sheet – Fully Converted Basis |
| | |
IV-8 | | Pro Forma Effect of Conversion Proceeds – Fully Converted Basis |
| | |
IV-9 | | Pro Forma Analysis Sheet – Fully Converted Basis |
| | |
IV-10 | | Pro Forma Effect of Conversion Proceeds – Fully Converted Basis |
| | |
| | |
V-1 | | Firm Qualifications Statement |
EXHIBIT I-1
SSB Bank
Map of Branch Office Network
EXHIBIT I-1
SSB Bank
Map of Branch Office Network

EXHIBIT I-2
SSB Bank
Audited Financial Statements
(Incorporated by Reference)
EXHIBIT I-3
SSB Bank
Key Operating Ratios
| | At or For the Six Months | | | At or For the Year Ended | |
| | Ended June 30, | | | December 31, | |
| | 2017 | | | 2016 | | | 2016 | | | 2015 | |
| | | | | | | | | | | | |
Performance Ratios (1): | | | | | | | | | | | | | | | | |
Return on average assets (2) | | | 0.74 | % | | | 0.49 | % | | | 0.45 | % | | | 0.77 | % |
Return on average equity (3) | | | 9.30 | % | | | 5.75 | % | | | 5.34 | % | | | 9.26 | % |
Interest rate spread (4) | | | 2.79 | % | | | 2.36 | % | | | 2.43 | % | | | 2.60 | % |
Net interest margin (5) | | | 2.85 | % | | | 2.44 | % | | | 2.51 | % | | | 2.71 | % |
Efficiency ratio (6) | | | 58.31 | % | | | 66.71 | % | | | 71.28 | % | | | 59.50 | % |
Average interest-earning assets to average interest-bearing liabilities | | | 104.09 | % | | | 105.67 | % | | | 105.44 | % | | | 107.11 | % |
| | | | | | | | | | | | | | | | |
Capital Ratios: | | | | | | | | | | | | | | | | |
Average equity to average assets | | | 7.94 | % | | | 8.52 | % | | | 8.41 | % | | | 8.27 | % |
Tier 1 capital (to adjusted total assets) | | | 7.83 | % | | | 8.50 | % | | | 8.20 | % | | | 8.68 | % |
Tier 1 capital (to risk-weighted assets) | | | 11.15 | % | | | 13.49 | % | | | 11.35 | % | | | 14.39 | % |
Total capital (to risk-weighted assets) | | | 12.02 | % | | | 14.56 | % | | | 12.15 | % | | | 15.49 | % |
Common equity Tier 1 capital (to risk-weighted assets) | | | 11.15 | % | | | 13.49 | % | | | 11.35 | % | | | 14.39 | % |
| | | | | | | | | | | | | | | | |
Asset Quality Ratios: | | | | | | | | | | | | | | | | |
Allowance for loan losses as a percent of total gross loans | | | 0.71 | % | | | 0.79 | % | | | 0.79 | % | | | 0.80 | % |
Allowance for loan losses as a percent of non-performing | | | | | | | | | | | | | | | | |
loans | | | 41.79 | % | | | 68.48 | % | | | 47.79 | % | | | 43.68 | % |
Net charge-offs (recoveries) to average gross loans | | | | | | | | | | | | | | | | |
outstanding during the period | | | 0.00 | % | | | 0.05 | % | | | 0.04 | % | | | 0.00 | % |
Non-performing loans as a percent of total gross loans | | | 1.71 | % | | | 1.16 | % | | | 1.65 | % | | | 1.84 | % |
Non-performing assets as a percent of total assets | | | 1.50 | % | | | 1.39 | % | | | 1.26 | % | | | 1.55 | % |
| | | | | | | | | | | | | | | | |
Other Data: | | | | | | | | | | | | | | | | |
Number of full-service offices | | | 1 | | | | 1 | | | | 1 | | | | 1 | |
Number of full-time equivalent employees | | | 15 | | | | 12 | | | | 15 | | | | 11 | |
| (1) | Performance ratios for the six months ended June 30, 2017 and 2016 are annualized. |
| (2) | Represents net income divided by average total assets. |
| (3) | Represents net income divided by average equity (net worth). |
| (4) | Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of average interest-bearing liabilities. |
| (5) | Represents net interest income as a percent of average interest-earning assets. |
| (6) | Represents non-interest expense divided by the sum of net interest income and non-interest income. Non-interest income for the year ended December 31, 2016 included a provision for loss on loans held for sale of $372,000. Excluding the provision for loss on loans held for sale, the efficiency ratio for the year ended December 31, 2016 would be 64.03%. |
Source: SSB Bancorp’s Preliminary Offering Prospectus
EXHIBIT I-4
SSB Bank
Investment Securities
| | June 30, | | | December 31, | |
| | 2017 | | | 2016 | | | 2015 | |
| | Amortized Cost | | | Fair Value | | | Amortized Cost | | | Fair Value | | | Amortized Cost | | | Fair Value | |
| | (In thousands) | |
Securities held to maturity: | | | | | | | | | | | | | | | | | | | | | | | | |
Mortgage-backed securities in government-sponsored entities | | $ | 12 | | | $ | 11 | | | $ | 14 | | | $ | 14 | | | $ | 18 | | | $ | 18 | |
Total | | $ | 12 | | | $ | 11 | | | $ | 14 | | | $ | 14 | | | $ | 18 | | | $ | 18 | |
Securities available for sale: | | | | | | | | | | | | | | | | | | | | | | | | |
U.S. treasury securities | | $ | 194 | | | $ | 198 | | | $ | 195 | | | $ | 200 | | | $ | 196 | | | $ | 202 | |
Mortgage-backed securities in government-sponsored entities | | | 586 | | | | 586 | | | | 648 | | | | 644 | | | | 788 | | | | 787 | |
Obligations of state and political subdivisions | | | 1,628 | | | | 1,602 | | | | 1,953 | | | | 1,879 | | | | 1,546 | | | | 1,550 | |
Corporate bonds | | | 402 | | | | 405 | | | | 502 | | | | 503 | | | | 503 | | | | 504 | |
Total | | $ | 2,810 | | | $ | 2,791 | | | $ | 3,298 | | | $ | 3,226 | | | $ | 3,033 | | | $ | 3,043 | |
Source: SSB Bancorp’s Preliminary Offering Prospectus
EXHIBIT I-5
SSB Bank
Yields and Costs
| | Six Months Ended June 30, | |
| | 2017 | | | 2016 | |
| | Average Balance | | | Interest and Dividends | | | Yield/Cost | | | Average Balance | | | Interest and Dividends | | | Yield/Cost | |
| | | | | | | | | | | | | | | | | | |
Assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Interest-bearing deposits | | $ | 4,544 | | | $ | 17 | | | | 0.75 | % | | $ | 7,817 | | | $ | 9 | | | | 0.24 | % |
Net loans and loans held for sale (1) (5) | | | 131,560 | | | | 3,010 | | | | 4.61 | | | | 110,437 | | | | 2,368 | | | | 4.32 | |
Investment securities | | | 3,210 | | | | 34 | | | | 2.15 | | | | 3,354 | | | | 35 | | | | 2.10 | |
Other interest-earning assets (2) | | | 2,899 | | | | 49 | | | | 3.39 | | | | 2,936 | | | | 43 | | | | 2.93 | |
Total interest-earning assets | | | 142,213 | | | | 3,110 | | | | 4.41 | | | | 124,544 | | | | 2,455 | | | | 3.98 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Non-interest-earning assets | | | 8,386 | | | | | | | | | | | | 6,655 | | | | | | | | | |
Total assets | | $ | 150,599 | | | | | | | | | | | $ | 131,199 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities and equity: | | | | | | | | | | | | | | | | | | | | | | | | |
Interest-bearing demand accounts | | $ | 13,185 | | | | 45 | | | | 0.70 | | | $ | 10,802 | | | | 39 | | | | 0.74 | |
Money market accounts | | | 14,305 | | | | 67 | | | | 0.94 | | | | 13,515 | | | | 63 | | | | 0.94 | |
Savings accounts | | | 11,867 | | | | 64 | | | | 1.08 | | | | 9,635 | | | | 50 | | | | 1.05 | |
Time deposits | | | 72,617 | | | | 661 | | | | 1.84 | | | | 64,784 | | | | 563 | | | | 1.75 | |
Total interest-bearing deposits | | | 111,974 | | | | 837 | | | | 1.51 | | | | 98,736 | | | | 715 | | | | 1.46 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Federal Home Loan Bank advances | | | 24,647 | | | | 260 | | | | 2.13 | | | | 19,125 | | | | 231 | | | | 2.44 | |
Total interest-bearing liabilities | | | 136,621 | | | | 1,097 | | | | 1.62 | | | | 117,861 | | | | 946 | | | | 1.62 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Non-interest-bearing deposits | | | 396 | | | | | | | | | | | | 350 | | | | | | | | | |
Other non-interest-bearing liabilities | | | 1,619 | | | | | | | | | | | | 1,809 | | | | | | | | | |
Total Liabilities | | | 138,636 | | | | | | | | | | | | 120,020 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total net worth | | | 11,963 | | | | | | | | | | | | 11,179 | | | | | | | | | |
Total liabilities and net worth | | $ | 150,599 | | | | | | | | | | | $ | 131,199 | | | | | | | | | |
Net interest income | | | | | | | 2,013 | | | | | | | | | | | | 1,509 | | | | | |
Add: Out-of-period recoveries of loan interest (1) | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | 95 | | | | | | | | | | | | 51 | | | | | |
Net interest income per Statements of Income | | | | | | $ | 2,108 | | | | | | | | | | | $ | 1,560 | | | | | |
Net interest-earning assets (3) | | $ | 5,592 | | | | | | | | | | | $ | 6,683 | | | | | | | | | |
Interest rate spread (4) | | | | | | | | | | | 2.79 | % | | | | | | | | | | | 2.36 | % |
Net interest margin (5) | | | | | | | | | | | 2.85 | % | | | | | | | | | | | 2.44 | % |
Average interest-earning assets to average interest-bearing liabilities | | | | | | | | | | | 104.09 | % | | | | | | | | | | | 105.67 | % |
| 1) | Included in interest on loans and loans held for sale for the six months ended June 30, 2017 and 2016 are loan fees of $73,000 and $28,000, respectively. Excluded from interest on loans and loans held for sale for the six months ended June 30, 2017 and 2016 are recoveries of interest on an impaired loan that relate to prior periods of $95,000 and $51,000, respectively. |
| 2) | Dividends on FHLB stock are included in dividends on other interest-earning assets. |
| 3) | Represents total average interest-earning assets less total average interest-bearing liabilities. |
| 4) | Represents the difference between the weighted-average yield on average interest-earning assets and the weighted-average cost of average interest-bearing liabilities. |
| 5) | Represents net interest income, excluding out of period recoveries of loan interest, as a percent of average interest-earning assets. |
EXHIBIT I-5 (Continued)
SSB Bank
Yields and Costs
| | Years Ended December 31, | |
| | 2016 | | | 2015 | |
| | Average Balance | | | Interest and Dividends | | | Yield/Cost | | | Average Balance | | | Interest and Dividends | | | Yield/Cost | |
| | | | | | | | | | | | | | | | | | |
Assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Interest-bearing deposits | | $ | 7,413 | | | $ | 19 | | | | 0.26 | % | | $ | 6,736 | | | $ | 10 | | | | 0.15 | % |
Net loans and loans held for sale (1) (5) | | | 114,740 | | | | 5,050 | | | | 4.40 | | | | 108,798 | | | | 4,837 | | | | 4.45 | |
Investment securities | | | 3,467 | | | | 72 | | | | 2.08 | | | | 2,503 | | | | 57 | | | | 2.28 | |
Other interest-earning assets (2) | | | 2,906 | | | | 86 | | | | 2.96 | | | | 2,639 | | | | 82 | | | | 3.09 | |
Total interest-earning assets | | | 128,526 | | | | 5,227 | | | | 4.07 | | | | 120,676 | | | | 4,986 | | | | 4.13 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Non-interest-earning assets | | | 6,810 | | | | | | | | | | | | 4,332 | | | | | | | | | |
Total assets | | $ | 135,336 | | | | | | | | | | | $ | 125,008 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities and equity: | | | | | | | | | | | | | | | | | | | | | | | | |
Interest-bearing demand accounts | | $ | 11,548 | | | | 83 | | | | 0.72 | | | $ | 8,812 | | | | 68 | | | | 0.77 | |
Money market accounts | | | 13,517 | | | | 126 | | | | 0.93 | | | | 13,237 | | | | 123 | | | | 0.93 | |
Savings accounts | | | 10,164 | | | | 107 | | | | 1.05 | | | | 8,247 | | | | 82 | | | | 0.99 | |
Time deposits | | | 67,540 | | | | 1,206 | | | | 1.79 | | | | 67,534 | | | | 1,190 | | | | 1.76 | |
Total interest-bearing deposits | | | 102,769 | | | | 1,522 | | | | 1.48 | | | | 97,830 | | | | 1,463 | | | | 1.50 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Federal Home Loan Bank advances | | | 19,125 | | | | 477 | | | | 2.49 | | | | 14,840 | | | | 256 | | | | 1.73 | |
Other interest-bearing liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Total interest-bearing liabilities | | | 121,893 | | | | 1,999 | | | | 1.64 | | | | 112,670 | | | | 1,719 | | | | 1.53 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Non-interest-bearing deposits | | | 317 | | | | | | | | | | | | 223 | | | | | | | | | |
Other non-interest-bearing liabilities | | | 1,744 | | | | | | | | | | | | 1,776 | | | | | | | | | |
Total Liabilities | | | 123,955 | | | | | | | | | | | | 114,669 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total net worth | | | 11,381 | | | | | | | | | | | | 10,339 | | | | | | | | | |
Total liabilities and net worth | | $ | 135,336 | | | | | | | | | | | $ | 125,008 | | | | | | | | | |
Net interest income | | | | | | | 3,228 | | | | | | | | | | | | 3,267 | | | | | |
Add: Out-of-period recoveries of loan interest (1) | | | | | | | 102 | | | | | | | | | | | | 93 | | | | | |
Net interest income per Statements of Income | | | | | | $ | 3,330 | | | | | | | | | | | $ | 3,360 | | | | | |
Net interest-earning assets (3) | | $ | 6,632 | | | | | | | | | | | $ | 8,006 | | | | | | | | | |
Interest rate spread (4) | | | | | | | | | | | 2.43 | % | | | | | | | | | | | 2.60 | % |
Net interest margin (5) | | | | | | | | | | | 2.51 | % | | | | | | | | | | | 2.71 | % |
Average interest-earning assets to average interest-bearing liabilities | | | | | | | | | | | 105.44 | % | | | | | | | | | | | 107.11 | % |
| 1) | Included in interest on loans and loans held for sale for the years ended December 31, 2016 and 2015 are loan fees of $67,000 and $52,000, respectively. Excluded from interest on loans and loans held for sale for the years ended December 31, 2016 and 2015 are recoveries of interest on an impaired loan that relate to prior periods of $102,000 and $93,000, respectively. |
| 2) | Dividends on FHLB stock are included in dividends on other interest-earning assets. |
| 3) | Represents total average interest-earnings assets less total average interest-bearing liabilities. |
| 4) | Represents the difference between the weighted-average yield on average interest-earning assets and the weighted-average cost of average interest-bearing liabilities. |
| 5) | Represents net interest income, excluding out of period recoveries of loan interest, as a percent of average interest-earning assets. |
Source: SSB Bancorp’s Preliminary Offering Prospectus
EXHIBIT I-6
SSB Bank
Loan Loss Allowance Activity
| | Six Months Ended June 30, | | | Year Ended December 31, | |
| | 2017 | | | 2016 | | | 2016 | | | 2015 | |
| | (Dollars in thousands) | |
Allowance for loan losses at beginning of period | | $ | 821 | | | $ | 839 | | | $ | 839 | | | $ | 871 | |
Provision (credit) for loan losses | | | 120 | | | | 91 | | | | 30 | | | | (42 | ) |
Charge-offs: | | | | | | | | | | | | | | | | |
One-to-four family mortgage loans | | | — | | | | (30 | ) | | | (50 | ) | | | (19 | ) |
Commercial mortgage loans | | | — | | | | — | | | | — | | | | — | |
Commercial and industrial loans | | | — | | | | — | | | | — | | | | — | |
Consumer loans and home equity lines of credit | | | — | | | | — | | | | — | | | | — | |
Total charge-offs | | | — | | | | (30 | ) | | | (50 | ) | | | (19 | ) |
Recoveries: | | | | | | | | | | | | | | | | |
One-to-four family mortgage loans | | | — | | | | — | | | | 2 | | | | 29 | |
Commercial mortgage loans | | | — | | | | — | | | | — | | | | — | |
Commercial and industrial loans | | | — | | | | — | | | | — | | | | — | |
Consumer loans and home equity lines of credit | | | — | | | | — | | | | — | | | | — | |
Total recoveries | | | — | | | | — | | | | 2 | | | | 29 | |
Net (charge-offs) recoveries | | $ | — | | | $ | (30 | ) | | $ | (48 | ) | | $ | 10 | |
| | | | | | | | | | | | | | | | |
Allowance for loan losses at end of period | | $ | 941 | | | $ | 900 | | | $ | 821 | | | $ | 839 | |
| | | | | | | | | | | | | | | | |
Allowance for loan losses to non- performing loans at end of period | | | 41.79 | % | | | 57.00 | % | | | 47.79 | % | | | 43.68 | % |
Allowance for loan losses to gross loans outstanding at end of period | | | 0.71 | % | | | 0.79 | % | | | 0.79 | % | | | 0.80 | % |
Net (charge-offs) recoveries to average loans outstanding during the period | | | 0.00 | % | | | (0.05 | )% | | | (0.04 | )% | | | 0.00 | % |
Source: SSB Bancorp’s Preliminary Offering Prospectus
EXHIBIT I-7
SSB Bank
Interest Rate Risk Analysis
| | | | | Estimated Increase (Decrease) | | | EVE as Percent of Portfolio | |
| | | | | in EVE | | | Economic Value of Assets | |
| | | | | | | | | |
Basis Point (“bp”) Change | | | | | | | | | | | | | | | |
in Interest Rates (1) | | Dollar Amount | | | Dollar Change | | | Percent Change | | | EVE Ratio (2) | | | Change | |
| | | | | | | | | | | | | | | |
+400 bp | | $ | 7,091 | | | $ | (5,010 | ) | | | (41.40 | )% | | | 5.28 | | | | (3.44 | )% |
+300 bp | | | 8,099 | | | | (4,002 | ) | | | (33.07 | )% | | | 5.85 | | | | (2.67 | )% |
+200 bp | | | 9,619 | | | | (2,482 | ) | | | (20.51 | )% | | | 6.71 | | | | (1.54 | )% |
+100 bp | | | 11,047 | | | | (1,054 | ) | | | (8.71 | )% | | | 7.45 | | | | (0.53 | )% |
0 bp | | | 12,101 | | | | — | | | | — | | | | 7.91 | | | | — | |
(100) bp | | | 11,841 | | | $ | (260 | ) | | | (2.15 | )% | | | 8.20 | | | | (0.81 | )% |
| (1) | Assumes instantaneous parallel changes in interest rates. |
| (2) | EVE ratio represents the EVE divided by the economic value of assets. |
Source: SSB Bancorp’s Preliminary Offering Prospectus
EXHIBIT I-8
SSB Bank
Fixed Rate and Adjustable Rate Loans
| | June 30, 2017 | |
| | | | | Floating or | | | | |
| | Fixed Rates | | | Adjustable Rates | | | Total | |
| | (In thousands) | |
One-to-four family mortgage loans | | $ | 65,578 | | | $ | 7,912 | | | $ | 73,490 | |
Commercial mortgage loans | | | 35,344 | | | | 3,174 | | | | 38,518 | |
Commercial and industrial loans | | | 3,118 | | | | 3,192 | | | | 6,310 | |
Consumer loans and home equity lines of credit | | | 1,488 | | | | 1,817 | | | | 3,304 | |
Total | | $ | 105,528 | | | $ | 16,095 | | | $ | 121,622 | |
| | December 31, 2016 | |
| | | | | Floating or | | | | |
| | Fixed Rates | | | Adjustable Rates | | | Total | |
| | (In thousands) | |
One-to-four family mortgage loans | | $ | 58,223 | | | $ | 8,879 | | | $ | 67,102 | |
Commercial mortgage loans | | | 20,344 | | | | 2,731 | | | | 23,075 | |
Commercial and industrial loans | | | 2,063 | | | | 3,152 | | | | 5,215 | |
Consumer loans and home equity lines of credit | | | 1,140 | | | | 993 | | | | 2,133 | |
Total | | $ | 81,770 | | | $ | 15,755 | | | $ | 97,525 | |
Source: SSB Bancorp’s Preliminary Offering Prospectus
EXHIBIT I-9
SSB Bank
Loan Portfolio Composition
| | | | | December 31, | |
| | June 30, 2017 | | | 2016 | | | 2015 | |
| | Amount | | | Percent | | | Amount | | | Percent | | | Amount | | | Percent | |
| | (Dollars in thousands) | |
Mortgage Loans: | | | | | | | | | | | | | | | | | | | | | | | | |
One-to-four family | | $ | 76,647 | | | | 58.25 | % | | $ | 68,472 | | | | 65.74 | % | | $ | 74,902 | | | | 71.60 | % |
Commercial | | | 41,631 | | | | 31.64 | | | | 25,207 | | | | 24.20 | | | | 23,203 | | | | 22.18 | |
| | | 118,278 | | | | 89.89 | | | | 93,679 | | | | 89.94 | | | | 98,105 | | | | 93.78 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Commercial and industrial | | | 9,932 | | | | 7.55 | | | | 8,327 | | | | 7.99 | | | | 4,393 | | | | 4.20 | |
Consumer loans and home equity lines of credit | | | 3,363 | | | | 2.56 | | | | 2,156 | | | | 2.07 | | | | 2,108 | | | | 2.02 | |
| | | 131,573 | | | | 100 | % | | | 104,162 | | | | 100 | % | | | 104,606 | | | | 100 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Third-party loan acquisition and other net origination costs | | | 401 | | | | | | | | 406 | | | | | | | | 313 | | | | | |
Discount on loans previously held for sale | | | (252 | ) | | | | | | | — | | | | | | | | — | | | | | |
Allowance for loan losses | | | (941 | ) | | | | | | | (821 | ) | | | | | | | (839 | ) | | | | |
Total | | $ | 130,781 | | | | | | | $ | 103,747 | | | | | | | $ | 104,080 | | | | | |
Source: SSB Bancorp’s Preliminary Offering Prospectus
EXHIBIT I-10
SSB Bank
Contractual Maturity By Loan Type
| | June 30, 2017 | |
| | | | | | | | | | | Consumer | | | | |
| | | | | | | | Commercial | | | Loans and | | | | |
| | One-to-Four | | | | | | and | | | Home Equity | | | | |
| | Family Mortgage | | | Commercial | | | Industrial | | | Lines of | | | | |
| | Loans | | | Mortgage Loans | | | Loans | | | Credit | | | Total Loans | |
| | (In thousands) | |
Amounts due in: | | | | | | | | | | | | | | | | | | | | |
One year or less | | $ | 3,157 | | | $ | 3,113 | | | $ | 3,622 | | | $ | 59 | | | $ | 9,951 | |
More than one year through two years | | | 1,052 | | | | 885 | | | | 198 | | | | 90 | | | | 2,225 | |
More than two years through three years | | | 2,725 | | | | 2,683 | | | | 955 | | | | 145 | | | | 6,508 | |
More than three years through five years | | | 5,191 | | | | 12,101 | | | | 940 | | | | 799 | | | | 19,031 | |
More than five years through ten years | | | 5,460 | | | | 14,096 | | | | 4,217 | | | | 1,815 | | | | 25,588 | |
More than ten years through fifteen years | | | 7,454 | | | | 6,675 | | | | — | | | | 455 | | | | 14,584 | |
More than fifteen years | | | 51,608 | | | | 2,078 | | | | — | | | | | | | | 53,686 | |
Total | | $ | 76,647 | | | $ | 41,631 | | | $ | 9,932 | | | $ | 3,363 | | | $ | 131,573 | |
Source: SSB Bancorp’s Preliminary Offering Prospectus
EXHIBIT I-11
SSB Bank
Loan Originations, Purchases and Sales
| | Six Months Ended June 30, | | | Year Ended December 31, | |
| | 2017 | | | 2016 | | | 2016 | | | 2015 | |
| | (In thousands) | |
Total loans at beginning of period | | $ | 104,162 | | | $ | 104,606 | | | $ | 104,606 | | | $ | 109,261 | |
Loans originated: | | | | | | | | | | | | | | | | |
One-to-four family mortgage loans | | | 7,046 | | | | 630 | | | | 3,798 | | | | 3,099 | |
Commercial mortgage loans | | | 11,041 | | | | 6,200 | | | | 14,868 | | | | 10,571 | |
Construction loans | | | 2,559 | | | | 1,519 | | | | 4,344 | | | | 405 | |
Multi-family loans | | | 977 | | | | 2,571 | | | | 2,853 | | | | 1,793 | |
Commercial and industrial loans | | | — | | | | — | | | | — | | | | — | |
Consumer loans and home equity lines of credit | | | 2,678 | | | | 3,340 | | | | 5,236 | | | | 2,817 | |
Total loans originated | | | 24,301 | | | | 14,260 | | | | 31,099 | | | | 18,685 | |
Loans purchased: | | | | | | | | | | | | | | | | |
One-to-four family mortgage loans | | | 3,734 | | | | 6,217 | | | | 12,117 | | | | 11,719 | |
Commercial mortgage loans | | | — | | | | 206 | | | | 206 | | | | — | |
Construction loans | | | 2,614 | | | | 1,538 | | | | 6,018 | | | | 5,204 | |
Multi-family loans | | | — | | | | — | | | | — | | | | — | |
Commercial and industrial loans | | | — | | | | — | | | | — | | | | — | |
Consumer loans and home equity lines of credit | | | 193 | | | | 114 | | | | 1,036 | | | | 1,236 | |
Total loans purchased | | | 6,541 | | | | 8,074 | | | | 19,377 | | | | 18,159 | |
Additions: | | | | | | | | | | | | | | | | |
Loans held for sale transferred to loans held for investment | | | 12,556 | | | | — | | | | — | | | | — | |
Less: | | | | | | | | | | | | | | | | |
Loan principal repayments | | | 8,785 | | | | 11,044 | | | | 25,143 | | | | 23,256 | |
Loan sales | | | 7,202 | | | | 2,405 | | | | 5,463 | | | | 18,243 | |
Loans transferred to held for sale | | | — | | | | — | | | | 20,314 | | | | — | |
Other repayments | | | — | | | | — | | | | — | | | | — | |
Net loan activity | | | 27,411 | | | | 8,885 | | | | (444 | ) | | | (4,655 | ) |
Total loans at end of period | | $ | 131,573 | | | $ | 113,491 | | | $ | 104,162 | | | $ | 104,606 | |
Source: SSB Bancorp’s Preliminary Offering Prospectus
EXHIBIT I-12
SSB Bank
Non-Performing Assets
| | June 30, | | | December 31, | |
| | 2017 | | | 2016 | | | 2015 | |
| | | | | | | | | |
Non-accrual loans: | | | | | | | | | | | | |
One-to-four family mortgage loans | | $ | 1,750 | | | $ | 1,315 | | | $ | 1,705 | |
Commercial mortgage loans | | | 203 | | | | 203 | | | | 216 | |
Total | | | 1,953 | | | | 1,518 | | | | 1,921 | |
Accruing loans past due 90 days or more: | | | | | | | | | | | | |
One-to-four family mortgage loans | | | 237 | | | | 138 | | | | — | |
Commercial and industrial loans | | | 9 | | | | 9 | | | | — | |
Consumer loans and home equity lines of credit | | | 53 | | | | 53 | | | | — | |
Total | | | 299 | | | | 200 | | | | — | |
Total non-performing loans | | | 2,252 | | | | 1,718 | | | | 1,921 | |
Other real estate owned | | | 60 | | | | 60 | | | | 66 | |
Total non-performing assets | | $ | 2,312 | | | $ | 1,778 | | | $ | 1,987 | |
| | | | | | | | | | | | |
Troubled debt restructurings (accruing): | | | | | | | | | | | | |
One-to-four family mortgage loans | | $ | 253 | | | $ | 286 | | | $ | 307 | |
Commercial mortgage loans | | | — | | | | 310 | | | | 1,202 | |
Total troubled debt restructurings (accruing) | | $ | 253 | | | $ | 596 | | | $ | 1,509 | |
| | | | | | | | | | | | |
Total troubled debt restructurings (accruing) and total non-performing assets | | $ | 2,565 | | | $ | 2,374 | | | $ | 3,496 | |
| | | | | | | | | | | | |
Total non-performing loans to gross loans | | | 1.71 | % | | | 1.65 | % | | | 1.84 | % |
Total non-performing loans to total assets | | | 1.47 | % | | | 1.22 | % | | | 1.50 | % |
Total non-performing assets to total assets | | | 1.50 | % | | | 1.26 | % | | | 1.55 | % |
Total non-performing assets and troubled debt restructurings (accruing) to total assets | | | 1.67 | % | | | 1.68 | % | | | 2.73 | % |
Source: SSB Bancorp’s Preliminary Offering Prospectus
EXHIBIT I-13
SSB Bank
Deposit Composition
| | June 30, | | | December 31, | |
| | 2017 | | | 2016 | | | 2015 | |
| | Amount | | | Percent | | | Amount | | | Percent | | | Amount | | | Percent | |
| | (Dollars in thousands) | |
Non-interest bearing demand accounts | | $ | 575 | | | | 0.50 | % | | $ | 459 | | | | 0.42 | % | | $ | 317 | | | | 0.33 | % |
Interest-bearing demand accounts | | | 13,383 | | | | 11.66 | % | | | 13,118 | | | | 11.99 | % | | | 10,951 | | | | 11.34 | % |
Money market accounts | | | 14,509 | | | | 12.65 | % | | | 13,686 | | | | 12.51 | % | | | 13,384 | | | | 13.86 | % |
Savings accounts | | | 12,334 | | | | 10.75 | % | | | 12,068 | | | | 11.03 | % | | | 9,195 | | | | 9.52 | % |
Time deposit accounts | | | 73,924 | | | | 64.44 | % | | | 70,040 | | | | 64.05 | % | | | 62,730 | | | | 64.95 | % |
Total | | $ | 114,725 | | | | | | | $ | 109,371 | | | | | | | $ | 96,577 | | | | | |
Source: SSB Bancorp’s Preliminary Offering Prospectus
EXHIBIT I-14
SSB Bank
CDs >$100,000 in Balance by Maturity
Maturity Period | | Dollar Amount | |
| | (In thousands) | |
At June 30, 2017: | | | | |
Three months or less | | $ | 4,611 | |
Over three through six months | | | 5,481 | |
Over six through twelve months | | | 4,732 | |
Over twelve months | | | 47,155 | |
Total | | $ | 61,979 | |
| | | | |
At December 31, 2016 | | | | |
Three months or less | | $ | 1,580 | |
Over three through six months | | | 986 | |
Over six through twelve months | | | 9,698 | |
Over twelve months | | | 45,067 | |
Total | | $ | 57,331 | |
Source: SSB Bancorp’s Preliminary Offering Prospectus
EXHIBIT II-1
SSB Bank
Description of Office Facilities
| | Year | | Square | | | Owned/ | | Lease Expiration | | Net Book Value at | |
Location | | Opened | | Footage | | | Leased | | Date | | June 30, 2017 | |
| | | | | | | | | | | (In thousands) | |
Main Office: | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
8700 Perry Highway Pittsburgh, PA 15237 | | 2017 | | | 11,000 | | | Owned | | N/A | | $ | 2,026 | |
| | | | | | | | | | | | | | |
Branch Office: | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
2470 California Avenue Pittsburgh, PA 15212 | | 1930 | | | 2,000 | | | Owned | | N/A | | $ | — | |
Source: SSB Bancorp’s Preliminary Offering Prospectus
EXHIBIT II-2
SSB Bank
Historical Interest Rates
Exhibit II-2
Historical Interest Rates(1)
| | Prime | | | 90 Day | | | One Year | | | 10 Year | |
Year/Qtr. Ended | | Rate | | | T-Note | | | T-Note | | | T-Note | |
| | | | | | | | | | | | | | |
2008: | | Quarter 1 | | | 5.25 | % | | | 1.38 | % | | | 1.55 | % | | | 3.45 | % |
| | Quarter 2 | | | 5.00 | % | | | 1.90 | % | | | 2.36 | % | | | 3.99 | % |
| | Quarter 3 | | | 5.00 | % | | | 0.92 | % | | | 1.78 | % | | | 3.85 | % |
| | Quarter 4 | | | 3.25 | % | | | 0.11 | % | | | 0.37 | % | | | 2.25 | % |
| | | | | | | | | | | | | | | | | | |
2009: | �� | Quarter 1 | | | 3.25 | % | | | 0.21 | % | | | 0.57 | % | | | 2.71 | % |
| | Quarter 2 | | | 3.25 | % | | | 0.19 | % | | | 0.56 | % | | | 3.53 | % |
| | Quarter 3 | | | 3.25 | % | | | 0.14 | % | | | 0.40 | % | | | 3.31 | % |
| | Quarter 4 | | | 3.25 | % | | | 0.06 | % | | | 0.47 | % | | | 3.85 | % |
| | | | | | | | | | | | | | | | | | |
2010: | | Quarter 1 | | | 3.25 | % | | | 0.16 | % | | | 0.41 | % | | | 3.84 | % |
| | Quarter 2 | | | 3.25 | % | | | 0.18 | % | | | 0.32 | % | | | 2.97 | % |
| | Quarter 3 | | | 3.25 | % | | | 0.18 | % | | | 0.32 | % | | | 2.97 | % |
| | Quarter 4 | | | 3.25 | % | | | 0.12 | % | | | 0.29 | % | | | 3.30 | % |
| | | | | | | | | | | | | | | | | | |
2011: | | Quarter 1 | | | 3.25 | % | | | 0.09 | % | | | 0.30 | % | | | 3.47 | % |
| | Quarter 2 | | | 3.25 | % | | | 0.03 | % | | | 0.19 | % | | | 3.18 | % |
| | Quarter 3 | | | 3.25 | % | | | 0.02 | % | | | 0.13 | % | | | 1.92 | % |
| | Quarter 4 | | | 3.25 | % | | | 0.02 | % | | | 0.12 | % | | | 1.89 | % |
| | | | | | | | | | | | | | | | | | |
2012: | | Quarter 1 | | | 3.25 | % | | | 0.07 | % | | | 0.19 | % | | | 2.23 | % |
| | Quarter 2 | | | 3.25 | % | | | 0.09 | % | | | 0.21 | % | | | 1.67 | % |
| | Quarter 3 | | | 3.25 | % | | | 0.10 | % | | | 0.17 | % | | | 1.65 | % |
| | Quarter 4 | | | 3.25 | % | | | 0.05 | % | | | 0.16 | % | | | 1.78 | % |
| | | | | | | | | | | | | | | | | | |
2013: | | Quarter 1 | | | 3.25 | % | | | 0.07 | % | | | 0.14 | % | | | 1.87 | % |
| | Quarter 2 | | | 3.25 | % | | | 0.04 | % | | | 0.15 | % | | | 2.52 | % |
| | Quarter 3 | | | 3.25 | % | | | 0.02 | % | | | 0.10 | % | | | 2.64 | % |
| | Quarter 4 | | | 3.25 | % | | | 0.07 | % | | | 0.13 | % | | | 3.04 | % |
| | | | | | | | | | | | | | | | | | |
2014: | | Quarter 1 | | | 3.25 | % | | | 0.05 | % | | | 0.13 | % | | | 2.73 | % |
| | Quarter 2 | | | 3.25 | % | | | 0.04 | % | | | 0.11 | % | | | 2.53 | % |
| | Quarter 3 | | | 3.25 | % | | | 0.02 | % | | | 0.13 | % | | | 2.52 | % |
| | Quarter 4 | | | 3.25 | % | | | 0.04 | % | | | 0.25 | % | | | 2.17 | % |
| | | | | | | | | | | | | | | | | | |
2015: | | Quarter 1 | | | 3.25 | % | | | 0.03 | % | | | 0.26 | % | | | 1.94 | % |
| | Quarter 2 | | | 3.25 | % | | | 0.01 | % | | | 0.28 | % | | | 2.35 | % |
| | Quarter 3 | | | 3.25 | % | | | 0.00 | % | | | 0.33 | % | | | 2.06 | % |
| | Quarter 4 | | | 3.50 | % | | | 0.16 | % | | | 0.65 | % | | | 2.27 | % |
| | | | | | | | | | | | | | | | | | |
2016: | | Quarter 1 | | | 3.50 | % | | | 0.21 | % | | | 0.59 | % | | | 1.78 | % |
| | Quarter 2 | | | 3.50 | % | | | 0.26 | % | | | 0.45 | % | | | 1.49 | % |
| | Quarter 3 | | | 3.50 | % | | | 0.29 | % | | | 0.59 | % | | | 1.60 | % |
| | Quarter 4 | | | 3.75 | % | | | 0.51 | % | | | 0.85 | % | | | 2.45 | % |
| | | | | | | | | | | | | | | | | | |
2017: | | Quarter 1 | | | 4.00 | % | | | 0.76 | % | | | 1.03 | % | | | 2.40 | % |
| | Quarter 2 | | | 4.25 | % | | | 1.03 | % | | | 1.24 | % | | | 2.31 | % |
| | As of August 18, 2017 | | | 4.25 | % | | | 1.02 | % | | | 1.24 | % | | | 2.19 | % |
(1) End of period data.
Sources: Federal Reserve and The Wall Street Journal.
EXHIBIT II-3
SSB Bank
Market Area Demographic/Economic Information
Demographic Detail: US
| | Base 2010 | | | Current 2017 | | | Projected 2022 | | | % Change 2010-2017 | | | % Change 2017-2022 | |
Total Population (actual) | | | 308,745,538 | | | | 325,139,271 | | | | 337,393,057 | | | | 5.31 | | | | 3.77 | |
0-14 Age Group (%) | | | 19.83 | | | | 18.83 | | | | 18.23 | | | | 0.00 | | | | 0.46 | |
15-34 Age Group (%) | | | 27.43 | | | | 27.12 | | | | 26.50 | | | | 4.13 | | | | 1.39 | |
35-54 Age Group (%) | | | 27.88 | | | | 25.71 | | | | 24.84 | | | | (2.90 | ) | | | 0.29 | |
55-69 Age Group (%) | | | 15.84 | | | | 18.08 | | | | 18.95 | | | | 20.18 | | | | 8.76 | |
70+ Age Group (%) | | | 9.01 | | | | 10.26 | | | | 11.47 | | | | 19.83 | | | | 16.06 | |
Median Age (actual) | | | 37.1 | | | | 38.2 | | | | 39.2 | | | | 2.96 | | | | 2.62 | |
| | | | | | | | | | | | | | | | | | | | |
Female Population (actual) | | | 156,964,212 | | | | 165,084,335 | | | | 171,230,620 | | | | 5.17 | | | | 3.72 | |
Male Population (actual) | | | 151,781,326 | | | | 160,054,936 | | | | 166,162,437 | | | | 5.45 | | | | 3.82 | |
| | | | | | | | | | | | | | | | | | | | |
Population Density (#/ sq miles) | | | 87.50 | | | | 92.15 | | | | 95.62 | | | | 5.31 | | | | 3.77 | |
| | | | | | | | | | | | | | | | | | | | |
Diversity Index (actual) | | | NA | | | | NA | | | | NA | | | | NA | | | | NA | |
Black (%) | | | 12.61 | | | | 12.81 | | | | 12.97 | | | | 7.01 | | | | 5.04 | |
Asian (%) | | | 4.75 | | | | 5.56 | | | | 6.14 | | | | 23.10 | | | | 14.68 | |
White (%) | | | 72.41 | | | | 70.33 | | | | 68.81 | | | | 2.29 | | | | 1.52 | |
Hispanic (%) | | | 16.35 | | | | 18.05 | | | | 19.27 | | | | 16.24 | | | | 10.80 | |
Pacific Islander (%) | | | 0.17 | | | | 0.19 | | | | 0.21 | | | | 16.35 | | | | 10.99 | |
American Indian/Alaska Native (%) | | | 0.95 | | | | 0.98 | | | | 1.00 | | | | 8.65 | | | | 6.29 | |
Multiple races (%) | | | 2.92 | | | | 3.35 | | | | 3.67 | | | | 20.96 | | | | 13.61 | |
Other (%) | | | 6.19 | | | | 6.78 | | | | 7.20 | | | | 15.35 | | | | 10.28 | |
| | | | | | | | | | | | | | | | | | | | |
Total Households (actual) | | | 116,716,292 | | | | 123,356,629 | | | | 128,246,828 | | | | 5.69 | | | | 3.96 | |
< $25K Households (%) | | | NA | | | | 21.91 | | | | 20.30 | | | | NA | | | | (3.70 | ) |
$25-49K Households (%) | | | NA | | | | 22.90 | | | | 21.83 | | | | NA | | | | (0.91 | ) |
$50-99K Households (%) | | | NA | | | | 29.47 | | | | 29.04 | | | | NA | | | | 2.46 | |
$100-$199K Households (%) | | | NA | | | | 19.48 | | | | 21.14 | | | | NA | | | | 12.83 | |
$200K+ Households (%) | | | NA | | | | 6.24 | | | | 7.69 | | | | NA | | | | 28.21 | |
| | | | | | | | | | | | | | | | | | | | |
Average Household Income ($) | | | NA | | | | 80,853 | | | | 87,464 | | | | NA | | | | 8.18 | |
Median Household Income ($) | | | NA | | | | 57,462 | | | | 61,642 | | | | NA | | | | 7.27 | |
Per Capita Income ($) | | | NA | | | | 31,459 | | | | 34,068 | | | | NA | | | | 8.29 | |
| | | | | | | | | | | | | | | | | | | | |
Total Owner Occupied Housing Units (actual) | | | 75,986,074 | | | | 80,105,481 | | | | 83,162,784 | | | | 5.42 | | | | 3.82 | |
Renter Occupied Housing Units (actual) | | | 40,730,218 | | | | 43,251,148 | | | | 45,084,044 | | | | 6.19 | | | | 4.24 | |
Vacant Occupied Housing Units (actual) | | | 14,988,438 | | | | 15,772,131 | | | | 16,105,948 | | | | 5.23 | | | | 2.12 | |
Source: Nielsen
Demographic data is provided by Nielsen based primarily on US Census data. For non-census year data, Nielsen uses samples and projections to estimate the demographic data. SNL performs calculations on the underlying data provided by Nielsen for some of the data presented on this page.
% Change values are calculated using the underlying actual data.
Demographic Detail: Allegheny, PA
| | Base 2010 | | | Current 2017 | | | Projected 2022 | | | % Change 2010-2017 | | | % Change 2017-2022 | |
Total Population (actual) | | | 1,223,348 | | | | 1,229,961 | | | | 1,235,805 | | | | 0.54 | | | | 0.48 | |
0-14 Age Group (%) | | | 16.05 | | | | 15.58 | | | | 15.45 | | | | (2.41 | ) | | | (0.38 | ) |
15-34 Age Group (%) | | | 26.68 | | | | 26.80 | | | | 24.56 | | | | 0.97 | | | | (7.93 | ) |
35-54 Age Group (%) | | | 27.20 | | | | 24.51 | | | | 24.90 | | | | (9.40 | ) | | | 2.06 | |
55-69 Age Group (%) | | | 17.63 | | | | 20.32 | | | | 21.20 | | | | 15.86 | | | | 4.83 | |
70+ Age Group (%) | | | 12.43 | | | | 12.79 | | | | 13.90 | | | | 3.46 | | | | 9.18 | |
Median Age (actual) | | | 41.1 | | | | 41.4 | | | | 42.4 | | | | 0.73 | | | | 2.42 | |
| | | | | | | | | | | | | | | | | | | | |
Female Population (actual) | | | 637,698 | | | | 636,849 | | | | 639,334 | | | | (0.13 | ) | | | 0.39 | |
Male Population (actual) | | | 585,650 | | | | 593,112 | | | | 596,471 | | | | 1.27 | | | | 0.57 | |
| | | | | | | | | | | | | | | | | | | | |
Population Density (#/ sq miles) | | | 1,676.76 | | | | 1,685.82 | | | | 1,693.83 | | | | 0.54 | | | | 0.48 | |
| | | | | | | | | | | | | | | | | | | | |
Diversity Index (actual) | | | NA | | | | NA | | | | NA | | | | NA | | | | NA | |
Black (%) | | | 13.23 | | | | 13.30 | | | | 13.35 | | | | 1.07 | | | | 0.87 | |
Asian (%) | | | 2.79 | | | | 3.72 | | | | 4.42 | | | | 34.32 | | | | 19.19 | |
White (%) | | | 81.52 | | | | 79.90 | | | | 78.70 | | | | (1.46 | ) | | | (1.03 | ) |
Hispanic (%) | | | 1.56 | | | | 2.20 | | | | 2.67 | | | | 41.64 | | | | 22.08 | |
Pacific Islander (%) | | | 0.02 | | | | 0.03 | | | | 0.03 | | | | 15.83 | | | | 9.63 | |
American Indian/Alaska Native (%) | | | 0.14 | | | | 0.15 | | | | 0.16 | | | | 11.16 | | | | 7.56 | |
Multiple races (%) | | | 1.85 | | | | 2.33 | | | | 2.69 | | | | 26.76 | | | | 15.87 | |
Other (%) | | | 0.45 | | | | 0.56 | | | | 0.65 | | | | 25.78 | | | | 15.39 | |
| | | | | | | | | | | | | | | | | | | | |
Total Households (actual) | | | 533,960 | | | | 545,540 | | | | 552,446 | | | | 2.17 | | | | 1.27 | |
< $25K Households (%) | | | NA | | | | 23.22 | | | | 21.47 | | | | NA | | | | (6.35 | ) |
$25-49K Households (%) | | | NA | | | | 22.39 | | | | 21.45 | | | | NA | | | | (2.99 | ) |
$50-99K Households (%) | | | NA | | | | 29.50 | | | | 28.94 | | | | NA | | | | (0.67 | ) |
$100-$199K Households (%) | | | NA | | | | 19.02 | | | | 20.88 | | | | NA | | | | 11.13 | |
$200K+ Households (%) | | | NA | | | | 5.86 | | | | 7.26 | | | | NA | | | | 25.43 | |
| | | | | | | | | | | | | | | | | | | | |
Average Household Income ($) | | | NA | | | | 78,507 | | | | 85,123 | | | | NA | | | | 8.43 | |
Median Household Income ($) | | | NA | | | | 56,326 | | | | 60,552 | | | | NA | | | | 7.50 | |
Per Capita Income ($) | | | NA | | | | 35,897 | | | | 39,224 | | | | NA | | | | 9.27 | |
| | | | | | | | | | | | | | | | | | | | |
Total Owner Occupied Housing Units (actual) | | | 345,393 | | | | 352,732 | | | | 357,078 | | | | 2.12 | | | | 1.23 | |
Renter Occupied Housing Units (actual) | | | 188,567 | | | | 192,808 | | | | 195,368 | | | | 2.25 | | | | 1.33 | |
Vacant Occupied Housing Units (actual) | | | 55,241 | | | | 58,661 | | | | 60,167 | | | | 6.19 | | | | 2.57 | |
Source: Nielsen
Demographic data is provided by Nielsen based primarily on US Census data. For non-census year data, Nielsen uses samples and projections to estimate the demographic data. SNL performs calculations on the underlying data provided by Nielsen for some of the data presented on this page.
% Change values are calculated using the underlying actual data.
Demographic Detail: Pennsylvania
| | Base 2010 | | | Current 2017 | | | Projected 2022 | | | % Change 2010-2017 | | | % Change 2017-2022 | |
Total Population (actual) | | | 12,702,379 | | | | 12,822,858 | | | | 12,927,149 | | | | 0.95 | | | | 0.81 | |
0-14 Age Group (%) | | | 17.90 | | | | 17.07 | | | | 16.58 | | | | (3.75 | ) | | | (2.09 | ) |
15-34 Age Group (%) | | | 25.90 | | | | 26.06 | | | | 25.60 | | | | 1.54 | | | | (0.94 | ) |
35-54 Age Group (%) | | | 28.00 | | | | 25.03 | | | | 23.77 | | | | (9.75 | ) | | | (4.28 | ) |
55-69 Age Group (%) | | | 17.13 | | | | 19.81 | | | | 20.92 | | | | 16.80 | | | | 6.46 | |
70+ Age Group (%) | | | 11.07 | | | | 12.03 | | | | 13.13 | | | | 9.68 | | | | 10.02 | |
Median Age (actual) | | | 39.9 | | | | 40.9 | | | | 41.6 | | | | 2.51 | | | | 1.71 | |
| | | | | | | | | | | | | | | | | | | | |
Female Population (actual) | | | 6,512,016 | | | | 6,546,739 | | | | 6,593,716 | | | | 0.53 | | | | 0.72 | |
Male Population (actual) | | | 6,190,363 | | | | 6,276,119 | | | | 6,333,433 | | | | 1.39 | | | | 0.91 | |
| | | | | | | | | | | | | | | | | | | | |
Population Density (#/ sq miles) | | | 284.06 | | | | 286.76 | | | | 289.09 | | | | 0.95 | | | | 0.81 | |
| | | | | | | | | | | | | | | | | | | | |
Diversity Index (actual) | | | NA | | | | NA | | | | NA | | | | NA | | | | NA | |
Black (%) | | | 10.85 | | | | 11.22 | | | | 11.47 | | | | 4.43 | | | | 3.02 | |
Asian (%) | | | 2.75 | | | | 3.43 | | | | 3.94 | | | | 26.06 | | | | 15.64 | |
White (%) | | | 81.92 | | | | 79.81 | | | | 78.28 | | | | (1.66 | ) | | | (1.12 | ) |
Hispanic (%) | | | 5.67 | | | | 7.19 | | | | 8.31 | | | | 28.05 | | | | 16.56 | |
Pacific Islander (%) | | | 0.03 | | | | 0.04 | | | | 0.05 | | | | 36.33 | | | | 19.94 | |
American Indian/Alaska Native (%) | | | 0.21 | | | | 0.24 | | | | 0.26 | | | | 14.15 | | | | 9.28 | |
Multiple races (%) | | | 1.87 | | | | 2.31 | | | | 2.63 | | | | 24.42 | | | | 14.86 | |
Other (%) | | | 2.37 | | | | 2.96 | | | | 3.39 | | | | 25.91 | | | | 15.56 | |
| | | | | | | | | | | | | | | | | | | | |
Total Households (actual) | | | 5,018,904 | | | | 5,099,166 | | | | 5,156,246 | | | | 1.60 | | | | 1.12 | |
< $25K Households (%) | | | NA | | | | 21.93 | | | | 20.30 | | | | NA | | | | (6.40 | ) |
$25-49K Households (%) | | | NA | | | | 23.18 | | | | 22.06 | | | | NA | | | | (3.74 | ) |
$50-99K Households (%) | | | NA | | | | 30.39 | | | | 29.94 | | | | NA | | | | (0.35 | ) |
$100-$199K Households (%) | | | NA | | | | 19.07 | | | | 20.91 | | | | NA | | | | 10.89 | |
$200K+ Households (%) | | | NA | | | | 5.43 | | | | 6.78 | | | | NA | | | | 26.16 | |
| | | | | | | | | | | | | | | | | | | | |
Average Household Income ($) | | | NA | | | | 77,812 | | | | 84,180 | | | | NA | | | | 8.18 | |
Median Household Income ($) | | | NA | | | | 56,824 | | | | 60,958 | | | | NA | | | | 7.28 | |
Per Capita Income ($) | | | NA | | | | 32,022 | | | | 34,745 | | | | NA | | | | 8.50 | |
| | | | | | | | | | | | | | | | | | | | |
Total Owner Occupied Housing Units (actual) | | | 3,491,722 | | | | 3,542,455 | | | | 3,578,993 | | | | 1.45 | | | | 1.03 | |
Renter Occupied Housing Units (actual) | | | 1,527,182 | | | | 1,556,711 | | | | 1,577,253 | | | | 1.93 | | | | 1.32 | |
Vacant Occupied Housing Units (actual) | | | 548,411 | | | | 594,230 | | | | 615,590 | | | | 8.35 | | | | 3.59 | |
Source: Nielsen
EXHIBIT III-1
SSB Bank
General Characteristics of Publicly-Traded Institutions
Exhibit III-1
Characteristics of Publicly-Traded Thrifts
August 18, 2017
| | | | | | | | | | | | | | | | | | | | | | As of | |
| | | | | | | | | | | | | | | | | | | | | | August 18, 2017 | |
| | | | | | | | | | | | Total | | | | | | Fiscal | | Conv. | | Stock | | | Market | |
Ticker | | Financial Institution | | Exchange | | Region | | City | | State | | Assets | | | Offices | | | Mth End | | Date | | Price | | | Value | |
| | | | | | | | | | | | ($Mil) | | | | | | | | | | ($) | | | ($Mil) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
BCTF | | Bancorp 34, Inc. | | NASDAQ | | SW | | Alamogordo | | NM | | $ | 339 | | | | 4 | | | Dec | | 5/16/00 | | $ | 14.00 | | | $ | 48 | |
BYBK | | Bay Bancorp, Inc. | | NASDAQ | | MA | | Columbia | | MD | | | 646 | | | | 13 | | | Dec | | 1/0/00 | | | 8.50 | | | | 91 | |
BNCL | | Beneficial Bancorp, Inc. | | NASDAQ | | MA | | Philadelphia | | PA | | | 5,829 | | | | 63 | | | Dec | | 7/16/07 | | | 14.80 | | | | 1,124 | |
BHBK | | Blue Hills Bancorp, Inc. | | NASDAQ | | NE | | Norwood | | MA | | | 2,514 | | | | 11 | | | Dec | | 7/22/14 | | | 18.95 | | | | 509 | |
BOFI | | BofI Holding, Inc. | | NASDAQ | | WE | | San Diego | | CA | | | 8,502 | | | | 2 | | | Jun | | 3/14/05 | | | 26.37 | | | | 1,675 | |
BYFC | | Broadway Financial Corporation | | NASDAQ | | WE | | Los Angeles | | CA | | | 435 | | | | 3 | | | Dec | | 1/9/96 | | | 2.49 | | | | 47 | |
BLMT | | BSB Bancorp, Inc. | | NASDAQ | | NE | | Belmont | | MA | | | 2,371 | | | | 7 | | | Dec | | 10/5/11 | | | 28.20 | | | | 273 | |
CFFN | | Capitol Federal Financial, Inc. | | NASDAQ | | MW | | Topeka | | KS | | | 9,103 | | | | 47 | | | Sep | | 12/22/10 | | | 13.40 | | | | 1,852 | |
CARV | | Carver Bancorp, Inc. | | NASDAQ | | MA | | New York | | NY | | | 699 | | | | 9 | | | Mar | | 10/25/94 | | | 2.81 | | | | 10 | |
CHFN | | Charter Financial Corporation | | NASDAQ | | SE | | West Point | | GA | | | 1,480 | | | | 20 | | | Sep | | 4/8/13 | | | 16.31 | | | | 246 | |
CSBK | | Clifton Bancorp Inc. | | NASDAQ | | MA | | Clifton | | NJ | | | 1,525 | | | | 12 | | | Mar | | 4/2/14 | | | 15.63 | | | | 349 | |
CWAY | | Coastway Bancorp, Inc. | | NASDAQ | | NE | | Warwick | | RI | | | 676 | | | | 11 | | | Dec | | 1/15/14 | | | 19.85 | | | | 87 | |
DCOM | | Dime Community Bancshares, Inc. | | NASDAQ | | MA | | Brooklyn | | NY | | | 6,258 | | | | 27 | | | Dec | | 6/26/96 | | | 18.65 | | | | 698 | |
EFBI | | Eagle Financial Bancorp, Inc. | | NASDAQ | | MW | | Cincinnati | | OH | | | 129 | | | | 3 | | | Dec | | 7/20/17 | | | 16.02 | | | | 26 | |
ESBK | | Elmira Savings Bank | | NASDAQ | | MA | | Elmira | | NY | | | 574 | | | | 12 | | | Dec | | 3/1/85 | | | 20.00 | | | | 66 | |
EQFN | | Equitable Financial Corp. | | NASDAQ | | MW | | Grand Island | | NE | | | 241 | | | | 6 | | | Jun | | 11/9/05 | | | 10.20 | | | | 35 | |
ESSA | | ESSA Bancorp, Inc. | | NASDAQ | | MA | | Stroudsburg | | PA | | | 1,764 | | | | 27 | | | Sep | | 4/4/07 | | | 14.50 | | | | 168 | |
FCAP | | First Capital, Inc. | | NASDAQ | | MW | | Corydon | | IN | | | 763 | | | | 18 | | | Dec | | 1/4/99 | | | 31.34 | | | | 105 | |
FBNK | | First Connecticut Bancorp, Inc. | | NASDAQ | | NE | | Farmington | | CT | | | 2,992 | | | | 27 | | | Dec | | 6/30/11 | | | 23.70 | | | | 378 | |
FDEF | | First Defiance Financial Corp. | | NASDAQ | | MW | | Defiance | | OH | | | 2,891 | | | | 42 | | | Dec | | 10/2/95 | | | 48.07 | | | | 488 | |
FNWB | | First Northwest Bancorp | | NASDAQ | | WE | | Port Angeles | | WA | | | 1,088 | | | | 11 | | | Jun | | 1/30/15 | | | 15.95 | | | | 190 | |
FBC | | Flagstar Bancorp, Inc. | | NYSE | | MW | | Troy | | MI | | | 15,965 | | | | 99 | | | Dec | | 4/30/97 | | | 31.24 | | | | 1,786 | |
FSBW | | FS Bancorp, Inc. | | NASDAQ | | WE | | Mountlake Terrace | | WA | | | 929 | | | | 12 | | | Dec | | 7/10/12 | | | 47.59 | | | | 146 | |
FSBC | | FSB Bancorp, Inc. | | NASDAQ | | MA | | Fairport | | NY | | | 291 | | | | 5 | | | Dec | | 8/15/07 | | | 15.15 | | | | 29 | |
HBK | | Hamilton Bancorp, Inc. | | NASDAQ | | MA | | Towson | | MD | | | 516 | | | | 7 | | | Mar | | 10/10/12 | | | 14.50 | | | | 49 | |
HIFS | | Hingham Institution for Savings | | NASDAQ | | NE | | Hingham | | MA | | | 2,111 | | | | 13 | | | Dec | | 12/13/88 | | | 177.97 | | | | 380 | |
HMNF | | HMN Financial, Inc. | | NASDAQ | | MW | | Rochester | | MN | | | 725 | | | | 13 | | | Dec | | 6/30/94 | | | 17.80 | | | | 80 | |
HFBL | | Home Federal Bancorp, Inc. of Louisiana | | NASDAQ | | SW | | Shreveport | | LA | | | 427 | | | | 7 | | | Jun | | 12/22/10 | | | 26.50 | | | | 52 | |
HVBC | | HV Bancorp, Inc. | | NASDAQ | | MA | | Huntingdon Valley | | PA | | | 217 | | | | 6 | | | Jun | | 1/11/17 | | | 14.40 | | | | 31 | |
IROQ | | IF Bancorp, Inc. | | NASDAQ | | MW | | Watseka | | IL | | | 591 | | | | 7 | | | Jun | | 7/8/11 | | | 20.02 | | | | 79 | |
ISBC | | Investors Bancorp, Inc. | | NASDAQ | | MA | | Short Hills | | NJ | | | 24,316 | | | | 156 | | | Dec | | 5/8/14 | | | 12.90 | | | | 3,966 | |
JXSB | | Jacksonville Bancorp, Inc. | | NASDAQ | | MW | | Jacksonville | | IL | | | 336 | | | | 6 | | | Dec | | 7/15/10 | | | 30.10 | | | | 55 | |
KRNY | | Kearny Financial Corp. | | NASDAQ | | MA | | Fairfield | | NJ | | | 4,818 | | | | 42 | | | Jun | | 2/24/05 | | | 14.10 | | | | 1,189 | |
MLVF | | Malvern Bancorp, Inc. | | NASDAQ | | MA | | Paoli | | PA | | | 1,011 | | | | 9 | | | Sep | | 10/12/12 | | | 23.20 | | | | 152 | |
MELR | | Melrose Bancorp, Inc. | | NASDAQ | | NE | | Melrose | | MA | | | 294 | | | | 1 | | | Dec | | 10/22/14 | | | 17.73 | | | | 46 | |
EBSB | | Meridian Bancorp, Inc. | | NASDAQ | | NE | | Peabody | | MA | | | 4,787 | | | | 32 | | | Dec | | 7/29/14 | | | 17.10 | | | | 922 | |
CASH | | Meta Financial Group, Inc. | | NASDAQ | | MW | | Sioux Falls | | SD | | | 4,020 | | | | 10 | | | Sep | | 9/20/93 | | | 69.30 | | | | 648 | |
MSBF | | MSB Financial Corp. | | NASDAQ | | MA | | Millington | | NJ | | | 507 | | | | 4 | | | Dec | | 1/5/07 | | | 17.20 | | | | 99 | |
NYCB | | New York Community Bancorp, Inc. | | NYSE | | MA | | Westbury | | NY | | | 48,348 | | | | 258 | | | Dec | | 11/23/93 | | | 11.94 | | | | 5,840 | |
NFBK | | Northfield Bancorp, Inc. | | NASDAQ | | MA | | Woodbridge | | NJ | | | 3,860 | | | | 38 | | | Dec | | 1/25/13 | | | 15.70 | | | | 767 | |
NWBI | | Northwest Bancshares, Inc. | | NASDAQ | | MA | | Warren | | PA | | | 9,499 | | | | 174 | | | Dec | | 12/18/09 | | | 15.43 | | | | 1,581 | |
OCFC | | OceanFirst Financial Corp. | | NASDAQ | | MA | | Toms River | | NJ | | | 5,202 | | | | 47 | | | Dec | | 7/3/96 | | | 24.51 | | | | 797 | |
ORIT | | Oritani Financial Corp. | | NASDAQ | | MA | | Township of Washington | | NJ | | | 4,138 | | | | 27 | | | Jun | | 6/24/10 | | | 16.00 | | | | 736 | |
OTTW | | Ottawa Bancorp, Inc. | | NASDAQ | | MW | | Ottawa | | IL | | | 239 | | | | 3 | | | Dec | | 7/14/05 | | | 13.70 | | | | 48 | |
PBHC | | Pathfinder Bancorp, Inc. | | NASDAQ | | MA | | Oswego | | NY | | | 811 | | | | 9 | | | Dec | | 10/17/14 | | | 15.35 | | | | 65 | |
PBBI | | PB Bancorp, Inc. | | NASDAQ | | NE | | Putnam | | CT | | | 511 | | | | 8 | | | Jun | | 10/5/04 | | | 10.30 | | | | 81 | |
PCSB | | PCSB Financial Corporation | | NASDAQ | | MA | | Yorktown Heights | | NY | | | 1,426 | | | | 16 | | | Jun | | 4/20/17 | | | 17.26 | | | | 314 | |
PBSK | | Poage Bankshares, Inc. | | NASDAQ | | MW | | Ashland | | KY | | | 458 | | | | 9 | | | Dec | | 9/13/11 | | | 18.25 | | | | 64 | |
PROV | | Provident Financial Holdings, Inc. | | NASDAQ | | WE | | Riverside | | CA | | | 1,201 | | | | 15 | | | Jun | | 6/28/96 | | | 18.85 | | | | 145 | |
PFS | | Provident Financial Services, Inc. | | NYSE | | MA | | Iselin | | NJ | | | 9,539 | | | | 86 | | | Dec | | 1/16/03 | | | 24.54 | | | | 1,638 | |
PBIP | | Prudential Bancorp, Inc. | | NASDAQ | | MA | | Philadelphia | | PA | | | 871 | | | | 12 | | | Sep | | 10/10/13 | | | 17.88 | | | | 161 | |
Exhibit III-1
Characteristics of Publicly-Traded Thrifts
August 18, 2017
| | | | | | | | | | | | | | | | | | | | | | As of | |
| | | | | | | | | | | | | | | | | | | | | | August 18, 2017 | |
| | | | | | | | | | | | Total | | | | | | Fiscal | | Conv. | | Stock | | | Market | |
Ticker | | Financial Institution | | Exchange | | Region | | City | | State | | Assets | | | Offices | | | Mth End | | Date | | Price | | | Value | |
| | | | | | | | | | | | ($Mil) | | | | | | | | | | ($) | | | ($Mil) | |
RNDB | | Randolph Bancorp, Inc. | | NASDAQ | | NE | | Stoughton | | MA | | | 508 | | | | 6 | | | Dec | | 7/1/16 | | | 14.68 | | | | 86 | |
RVSB | | Riverview Bancorp, Inc. | | NASDAQ | | WE | | Vancouver | | WA | | | 1,125 | | | | 19 | | | Mar | | 10/1/97 | | | 7.85 | | | | 177 | |
SVBI | | Severn Bancorp, Inc. | | NASDAQ | | MA | | Annapolis | | MD | | | 775 | | | | 5 | | | Dec | | 1/0/00 | | | 7.20 | | | | 87 | |
SIFI | | SI Financial Group, Inc. | | NASDAQ | | NE | | Willimantic | | CT | | | 1,597 | | | | 24 | | | Dec | | 1/13/11 | | | 14.05 | | | | 172 | |
TBNK | | Territorial Bancorp Inc. | | NASDAQ | | WE | | Honolulu | | HI | | | 1,924 | | | | 30 | | | Dec | | 7/13/09 | | | 28.25 | | | | 278 | |
TSBK | | Timberland Bancorp, Inc. | | NASDAQ | | WE | | Hoquiam | | WA | | | 931 | | | | 22 | | | Sep | | 1/13/98 | | | 26.75 | | | | 197 | |
TRST | | TrustCo Bank Corp NY | | NASDAQ | | MA | | Glenville | | NY | | | 4,920 | | | | 144 | | | Dec | | 1/0/00 | | | 7.80 | | | | 750 | |
UCBA | | United Community Bancorp | | NASDAQ | | MW | | Lawrenceburg | | IN | | | 537 | | | | 8 | | | Jun | | 1/10/13 | | | 19.00 | | | | 80 | |
UBNK | | United Financial Bancorp, Inc. | | NASDAQ | | NE | | Glastonbury | | CT | | | 6,876 | | | | 54 | | | Dec | | 3/4/11 | | | 16.86 | | | | 856 | |
WSBF | | Waterstone Financial, Inc. | | NASDAQ | | MW | | Wauwatosa | | WI | | | 1,886 | | | | 13 | | | Dec | | 1/23/14 | | | 17.60 | | | | 520 | |
WAYN | | Wayne Savings Bancshares, Inc. | | NASDAQ | | MW | | Wooster | | OH | | | 445 | | | | 11 | | | Dec | | 1/9/03 | | | 17.10 | | | | 48 | |
WCFB | | WCF Bancorp, Inc. | | NASDAQ | | MW | | Webster City | | IA | | | 124 | | | | 2 | | | Dec | | 8/15/94 | | | 10.15 | | | | 26 | |
WEBK | | Wellesley Bancorp, Inc. | | NASDAQ | | NE | | Wellesley | | MA | | | 732 | | | | 6 | | | Dec | | 1/26/12 | | | 25.05 | | | | 62 | |
WBB | | Westbury Bancorp, Inc. | | NASDAQ | | MW | | West Bend | | WI | | | 796 | | | | 8 | | | Sep | | 4/10/13 | | | 20.05 | | | | 80 | |
WNEB | | Western New England Bancorp, Inc. | | NASDAQ | | NE | | Westfield | | MA | | | 2,073 | | | | 23 | | | Dec | | 1/4/07 | | | 9.60 | | | | 298 | |
WSFS | | WSFS Financial Corporation | | NASDAQ | | MA | | Wilmington | | DE | | | 6,822 | | | | 64 | | | Dec | | 11/26/86 | | | 43.65 | | | | 1,371 | |
WVFC | | WVS Financial Corp. | | NASDAQ | | MA | | Pittsburgh | | PA | | | 352 | | | | 6 | | | Jun | | 11/29/93 | | | 15.90 | | | | 32 | |
CFBI | | Community First Bancshares, Inc. (MHC) | | NASDAQ | | SE | | Covington | | GA | | | 278 | | | | 3 | | | Sep | | 4/27/17 | | | 12.67 | | | | 96 | |
GCBC | | Greene County Bancorp, Inc. (MHC) | | NASDAQ | | MA | | Catskill | | NY | | | 982 | | | | 15 | | | Jun | | 12/30/98 | | | 24.25 | | | | 206 | |
HONE | | HarborOne Bancorp, Inc. (MHC) | | NASDAQ | | NE | | Brockton | | MA | | | 2,632 | | | | 17 | | | Dec | | 6/29/16 | | | 17.95 | | | | 577 | |
KFFB | | Kentucky First Federal Bancorp (MHC) | | NASDAQ | | MW | | Frankfort | | KY | | | 305 | | | | 7 | | | Jun | | 3/3/05 | | | 9.80 | | | | 83 | |
LSBK | | Lake Shore Bancorp, Inc. (MHC) | | NASDAQ | | MA | | Dunkirk | | NY | | | 505 | | | | 11 | | | Dec | | 4/4/06 | | | 15.70 | | | | 96 | |
MGYR | | Magyar Bancorp, Inc. (MHC) | | NASDAQ | | MA | | New Brunswick | | NJ | | | 588 | | | | 7 | | | Sep | | 1/24/06 | | | 12.45 | | | | 72 | |
OFED | | Oconee Federal Financial Corp. (MHC) | | NASDAQ | | SE | | Seneca | | SC | | | 481 | | | | 7 | | | Jun | | 1/14/11 | | | 28.54 | | | | 165 | |
PVBC | | Provident Bancorp, Inc. (MHC) | | NASDAQ | | NE | | Amesbury | | MA | | | 883 | | | | 8 | | | Dec | | 7/15/15 | | | 20.95 | | | | 202 | |
TFSL | | TFS Financial Corporation (MHC) | | NASDAQ | | MW | | Cleveland | | OH | | | 13,526 | | | | 38 | | | Sep | | 4/23/07 | | | 15.13 | | | | 4,258 | |
Source: SNL Financial, LC.
EXHIBIT III-2
SSB Bank
Public Market Pricing of Publicly-Traded Institutions-
$750 Million in Assets or Less
Exhibit III-2
Public Market Pricing Versus Peer Group
As of August 18, 2017
| | | | | | | | Market | | | Per Share Data | | | | | | | | | | | | | | | | |
| | | | | | | | Capitalization | | | Core | | | Book | | | | | | | | | | | | | | | | |
| | | | | | | | Price/ | | | Market | | | 12 Month | | | Value/ | | | Pricing Ratios(3) | |
| | | | | | Share(1) | | | Value | | | EPS(2) | | | Share | | | P/E | | | P/B | | | P/A | | | P/TB | | | P/Core | |
| | | | | | | | ($) | | | ($Mil) | | | ($) | | | ($) | | | (x) | | | (%) | | | (%) | | | (%) | | | (x) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | | | | $ | 17.62 | | | $ | 35.55 | | | $ | 0.83 | | | $ | 18.57 | | | | 17.83 | x | | | 106.88 | % | | | 12.82 | % | | | 107.34 | % | | | 18.10 | x |
Medians | | | | | | | | $ | 15.65 | | | $ | 29.42 | | | $ | 0.47 | | | $ | 15.98 | | | | 16.89 | x | | | 96.87 | % | | | 11.87 | % | | | 98.10 | % | | | 16.87 | x |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BCTF | | Bancorp 34, Inc. | | | | NM | | $ | 14.00 | | | $ | 48.13 | | | $ | 1.48 | | | $ | 14.83 | | | | 9.57 | x | | | 94.38 | % | | | 14.21 | % | | | 94.85 | % | | | 9.48 | x |
BYBK | | Bay Bancorp, Inc. | | | | MD | | $ | 8.50 | | | $ | 91.07 | | | $ | 0.34 | | | $ | 6.47 | | | | 28.17 | x | | | 130.65 | % | | | 14.01 | % | | | 135.74 | % | | | 25.21 | x |
BYFC | | Broadway Financial Corporation | | | | CA | | $ | 2.49 | | | $ | 68.35 | | | $ | 0.14 | | | $ | 1.73 | | | | 15.13 | x | | | 139.73 | % | | | 15.25 | % | | | 139.73 | % | | | 17.60 | x |
CARV | | Carver Bancorp, Inc. | | (7) | | NY | | $ | 2.81 | | | $ | 10.39 | | | $ | (0.64 | ) | | $ | 1.71 | | | | NM | | | | 163.61 | % | | | 1.58 | % | | | 163.61 | % | | | NM | |
CWAY | | Coastway Bancorp, Inc. | | | | RI | | $ | 19.85 | | | $ | 87.19 | | | $ | 0.81 | | | $ | 15.89 | | | | 24.51 | x | | | 124.89 | % | | | 12.90 | % | | | 124.89 | % | | | 24.51 | x |
EFBI | | Eagle Financial Bancorp, Inc. | | | | OH | | $ | 16.02 | | | $ | 25.84 | | | | NA | | | | NA | | | | NM | | | | NA | | | | NA | | | | NA | | | | NM | |
ESBK | | Elmira Savings Bank | | | | NY | | $ | 20.00 | | | $ | 66.22 | | | $ | 1.26 | | | $ | 16.77 | | | | 16.20 | x | | | 120.75 | % | | | 11.88 | % | | | 155.21 | % | | | 16.13 | x |
EQFN | | Equitable Financial Corp. | | (7) | | NE | | $ | 10.20 | | | $ | 35.01 | | | $ | 0.35 | | | $ | 10.44 | | | | 29.41 | x | | | 95.80 | % | | | 14.23 | % | | | 95.80 | % | | | 28.83 | x |
FSBC | | FSB Bancorp, Inc. | | | | NY | | $ | 15.15 | | | $ | 29.40 | | | $ | 0.52 | | | $ | 16.56 | | | | 28.77 | x | | | 92.09 | % | | | 10.17 | % | | | 92.09 | % | | | 29.43 | x |
HBK | | Hamilton Bancorp, Inc. | | | | MD | | $ | 14.50 | | | $ | 49.46 | | | $ | (0.02 | ) | | $ | 17.76 | | | | NM | | | | 81.63 | % | | | 9.59 | % | | | 96.38 | % | | | NM | |
HMNF | | HMN Financial, Inc. | | | | MN | | $ | 17.80 | | | $ | 80.06 | | | $ | 1.12 | | | $ | 17.50 | | | | 16.04 | x | | | 101.69 | % | | | 11.04 | % | | | 103.28 | % | | | 15.85 | x |
HFBL | | Home Federal Bancorp, Inc. of Louisiana | | | | LA | | $ | 26.50 | | | $ | 51.76 | | | $ | 1.91 | | | $ | 23.68 | | | | 13.87 | x | | | 111.92 | % | | | 12.13 | % | | | 111.92 | % | | | 13.87 | x |
HVBC | | HV Bancorp, Inc. | | | | PA | | $ | 14.40 | | | $ | 31.42 | | | | NA | | | | NA | | | | 25.71 | x | | | 101.13 | % | | | NA | | | | 101.13 | % | | | NM | |
IROQ | | IF Bancorp, Inc. | | (7) | | IL | | $ | 20.02 | | | $ | 78.88 | | | $ | 1.12 | | | $ | 21.12 | | | | 16.96 | x | | | 94.80 | % | | | 13.34 | % | | | 94.80 | % | | | 17.79 | x |
JXSB | | Jacksonville Bancorp, Inc. | | | | IL | | $ | 30.10 | | | $ | 54.57 | | | $ | 1.53 | | | $ | 27.07 | | | | 17.92 | x | | | 111.19 | % | | | 16.25 | % | | | 117.73 | % | | | 19.70 | x |
MELR | | Melrose Bancorp, Inc. | | | | MA | | $ | 17.73 | | | $ | 46.13 | | | $ | 0.38 | | | $ | 17.02 | | | | 22.16 | x | | | 104.15 | % | | | 15.68 | % | | | 104.15 | % | | | NM | |
MSBF | | MSB Financial Corp. | | | | NJ | | $ | 17.20 | | | $ | 99.00 | | | $ | 0.37 | | | $ | 13.07 | | | | NM | | | | 131.59 | % | | | 19.46 | % | | | 131.59 | % | | | NM | |
OTTW | | Ottawa Bancorp, Inc. | | | | IL | | $ | 13.70 | | | $ | 47.50 | | | $ | 0.44 | | | $ | 15.19 | | | | 32.28 | x | | | 90.58 | % | | | 19.96 | % | | | 92.29 | % | | | 31.32 | x |
PBBI | | PB Bancorp, Inc. | | (7) | | CT | | $ | 10.30 | | | $ | 80.66 | | | $ | 0.22 | | | $ | 10.72 | | | | NM | | | | 95.60 | % | | | 15.72 | % | | | 104.17 | % | | | NM | |
PBSK | | Poage Bankshares, Inc. | | | | KY | | $ | 18.25 | | | $ | 64.28 | | | $ | 0.47 | | | $ | 18.80 | | | | NM | | | | 97.10 | % | | | 14.05 | % | | | 100.30 | % | | | NM | |
RNDB | | Randolph Bancorp, Inc. | | | | MA | | $ | 14.68 | | | $ | 86.15 | | | $ | 0.11 | | | $ | 14.20 | | | | NM | | | | 103.37 | % | | | 16.96 | % | | | NA | | | | NM | |
UCBA | | United Community Bancorp | | | | IN | | $ | 19.00 | | | $ | 79.91 | | | $ | 0.82 | | | $ | 16.95 | | | | 22.62 | x | | | 112.09 | % | | | 14.88 | % | | | 116.53 | % | | | 23.09 | x |
WAYN | | Wayne Savings Bancshares, Inc. | | | | OH | | $ | 17.10 | | | $ | 47.57 | | | $ | 0.80 | | | $ | 15.11 | | | | 21.38 | x | | | 113.14 | % | | | 10.69 | % | | | 117.96 | % | | | 21.38 | x |
WCFB | | WCF Bancorp, Inc. | | | | IA | | $ | 10.15 | | | $ | 26.00 | | | $ | (0.01 | ) | | $ | 11.33 | | | | NM | | | | 89.38 | % | | | 20.89 | % | | | NA | | | | NM | |
WEBK | | Wellesley Bancorp, Inc. | | | | MA | | $ | 25.05 | | | $ | 62.37 | | | $ | 1.36 | | | $ | 23.16 | | | | 18.42 | x | | | 108.16 | % | | | 8.52 | % | | | 108.16 | % | | | 18.42 | x |
WVFC | | WVS Financial Corp. | | | | PA | | $ | 15.90 | | | $ | 31.93 | | | | NA | | | $ | 16.45 | | | | 18.27 | x | | | 96.65 | % | | | 9.08 | % | | | 96.65 | % | | | NM | |
| | | | | | | | | Dividends(4) | | | Financial Characteristics(6) | |
| | | | | | | | | Amount/ | | | | | | Payout | | | Total | | | Equity/ | | | Tang. Eq./ | | | NPAs/ | | | Reported | | | Core | |
| | | | | | | Share | | | Yield | | | Ratio(5) | | | Assets | | | Assets | | | T. Assets | | | Assets | | | ROAA | | | ROAE | | | ROAA | | | ROAE | |
| | | | | | | | | ($) | | | (%) | | | (%) | | | ($Mil) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | | | | | $ | 0.36 | | | | 1.44 | % | | | 64.25 | % | | $ | 284 | | | | 12.62 | % | | | 12.28 | % | | | 1.56 | % | | | 0.50 | % | | | 4.95 | % | | | 0.49 | % | | | 4.93 | % |
Medians | | | | | | | | | $ | 0.24 | | | | 1.33 | % | | | 33.29 | % | | $ | 234 | | | | 11.25 | % | | | 10.98 | % | | | 1.64 | % | | | 0.50 | % | | | 4.35 | % | | | 0.48 | % | | | 4.06 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BCTF | | Bancorp 34, Inc. | | | | NM | | | $ | 0.59 | | | | 0.00 | % | | | NA | | | $ | 339 | | | | 15.05 | % | | | 14.99 | % | | | 1.73 | % | | | 1.52 | % | | | 11.95 | % | | | 1.53 | % | | | 12.06 | % |
BYBK | | Bay Bancorp, Inc. | | | | MD | | | $ | 0.00 | | | | 0.00 | % | | | NA | | | $ | 646 | | | | 10.72 | % | | | 10.36 | % | | | 2.17 | % | | | 0.57 | % | | | 5.34 | % | | | 0.64 | % | | | 5.92 | % |
BYFC | | Broadway Financial Corporation | | | | CA | | | $ | 0.04 | | | | 0.00 | % | | | NA | | | $ | 435 | | | | 10.92 | % | | | 10.92 | % | | | 2.45 | % | | | 1.00 | % | | | 9.19 | % | | | 0.87 | % | | | 8.06 | % |
CARV | | Carver Bancorp, Inc. | | (7) | | NY | | | $ | 0.00 | | | | 0.00 | % | | | NA | | | $ | 699 | | | | 7.36 | % | | | 7.36 | % | | | 2.41 | % | | | -0.28 | % | | | -3.76 | % | | | -0.30 | % | | | -3.91 | % |
CWAY | | Coastway Bancorp, Inc. | | | | RI | | | | NA | | | | NA | | | | NA | | | $ | 676 | | | | 10.33 | % | | | 10.33 | % | | | 1.96 | % | | | 0.52 | % | | | 4.78 | % | | | 0.52 | % | | | 4.78 | % |
EFBI | | Eagle Financial Bancorp, Inc. | | | | OH | | | | NA | | | | NA | | | | NA | | | $ | 129 | | | | 10.70 | % | | | 10.70 | % | | | 0.88 | % | | | NA | | | | 6.31 | % | | | NA | | | | 6.31 | % |
ESBK | | Elmira Savings Bank | | | | NY | | | $ | 0.92 | | | | 4.54 | % | | | 55.20 | % | | $ | 574 | | | | 11.37 | % | | | 9.42 | % | | | NA | | | | 0.78 | % | | | 7.65 | % | | | 0.78 | % | | | 7.77 | % |
EQFN | | Equitable Financial Corp. | | (7) | | NE | | | | NA | | | | NA | | | | NA | | | $ | 241 | | | | 14.85 | % | | | 14.85 | % | | | NA | | | | 0.50 | % | | | 3.23 | % | | | 0.51 | % | | | 3.30 | % |
FSBC | | FSB Bancorp, Inc. | | | | NY | | | | NA | | | | NA | | | | NA | | | $ | 291 | | | | 11.05 | % | | | 11.05 | % | | | 0.01 | % | | | 0.37 | % | | | 3.31 | % | | | 0.36 | % | | | 3.24 | % |
HBK | | Hamilton Bancorp, Inc. | | | | MD | | | | NA | | | | NA | | | | NA | | | $ | 516 | | | | 11.74 | % | | | 10.13 | % | | | 0.89 | % | | | -0.04 | % | | | -0.35 | % | | | -0.02 | % | | | -0.15 | % |
HMNF | | HMN Financial, Inc. | | | | MN | | | $ | 0.00 | | | | 0.00 | % | | | NA | | | $ | 725 | | | | 10.86 | % | | | 10.71 | % | | | 0.75 | % | | | 0.79 | % | | | 6.97 | % | | | 0.80 | % | | | 7.06 | % |
HFBL | | Home Federal Bancorp, Inc. of Louisiana | | | | LA | | | $ | 0.48 | | | | 1.81 | % | | | 20.42 | % | | $ | 427 | | | | 10.84 | % | | | 10.84 | % | | | NA | | | | 0.90 | % | | | 7.78 | % | | | 0.90 | % | | | 7.78 | % |
HVBC | | HV Bancorp, Inc. | | | | PA | | | | NA | | | | NA | | | | NA | | | $ | 217 | | | | 14.50 | % | | | 14.50 | % | | | NA | | | | 0.28 | % | | | 2.70 | % | | | NA | | | | NA | |
IROQ | | IF Bancorp, Inc. | | (7) | | IL | | | $ | 0.16 | | | | 0.80 | % | | | 13.56 | % | | $ | 591 | | | | 14.07 | % | | | 14.07 | % | | | 0.67 | % | | | 0.75 | % | | | 5.27 | % | | | 0.71 | % | | | 5.02 | % |
JXSB | | Jacksonville Bancorp, Inc. | | | | IL | | | $ | 0.40 | | | | 1.33 | % | | | 23.81 | % | | $ | 336 | | | | 14.61 | % | | | 13.92 | % | | | 1.06 | % | | | 0.94 | % | | | 6.36 | % | | | 0.86 | % | | | 5.79 | % |
MELR | | Melrose Bancorp, Inc. | | | | MA | | | | NA | | | | NA | | | | NA | | | $ | 294 | | | | 15.06 | % | | | 15.06 | % | | | NA | | | | 0.70 | % | | | 4.35 | % | | | 0.34 | % | | | 2.09 | % |
MSBF | | MSB Financial Corp. | | | | NJ | | | $ | 0.00 | | | | 0.00 | % | | | NA | | | $ | 507 | | | | 14.79 | % | | | 14.79 | % | | | 3.18 | % | | | 0.46 | % | | | 2.78 | % | | | 0.46 | % | | | 2.78 | % |
OTTW | | Ottawa Bancorp, Inc. | | | | IL | | | $ | 0.16 | | | | 1.16 | % | | | 28.16 | % | | $ | 239 | | | | 22.03 | % | | | 21.71 | % | | | NA | | | | 0.60 | % | | | 3.24 | % | | | 0.62 | % | | | 3.34 | % |
PBBI | | PB Bancorp, Inc. | | (7) | | CT | | | $ | 0.16 | | | | 1.56 | % | | | 53.85 | % | | $ | 511 | | | | 16.44 | % | | | 15.29 | % | | | NA | | | | 0.37 | % | | | 2.24 | % | | | 0.31 | % | | | 1.84 | % |
PBSK | | Poage Bankshares, Inc. | | | | KY | | | $ | 0.24 | | | | 1.32 | % | | | 63.41 | % | | $ | 458 | | | | 14.47 | % | | | 14.07 | % | | | 1.90 | % | | | 0.32 | % | | | 2.07 | % | | | 0.37 | % | | | 2.39 | % |
RNDB | | Randolph Bancorp, Inc. | | | | MA | | | | NA | | | | NA | | | | NA | | | $ | 508 | | | | 16.41 | % | | | NA | | | | 1.23 | % | | | -0.18 | % | | | -1.01 | % | | | 0.13 | % | | | 0.77 | % |
UCBA | | United Community Bancorp | | | | IN | | | $ | 0.40 | | | | 2.11 | % | | | 36.90 | % | | $ | 537 | | | | 13.28 | % | | | 12.84 | % | | | NA | | | | 0.65 | % | | | 4.92 | % | | | 0.63 | % | | | 4.82 | % |
WAYN | | Wayne Savings Bancshares, Inc. | | | | OH | | | $ | 0.36 | | | | 2.11 | % | | | 45.00 | % | | $ | 445 | | | | 9.44 | % | | | 9.09 | % | | | NA | | | | 0.49 | % | | | 5.30 | % | | | 0.49 | % | | | 5.30 | % |
WCFB | | WCF Bancorp, Inc. | | | | IA | | | $ | 0.20 | | | | 1.97 | % | | | 666.67 | % | | $ | 124 | | | | 23.38 | % | | | NA | | | | NA | | | | 0.05 | % | | | 0.25 | % | | -0.01 | % | | | -0.07 | % |
WEBK | | Wellesley Bancorp, Inc. | | | | MA | | | $ | 0.20 | | | | 0.80 | % | | | 9.56 | % | | $ | 732 | | | | 7.87 | % | | | 7.87 | % | | | NA | | | | 0.48 | % | | | 5.87 | % | | | 0.48 | % | | | 5.87 | % |
WVFC | | WVS Financial Corp. | | | | PA | | | $ | 0.24 | | | | 1.51 | % | | | 29.89 | % | | $ | 352 | | | | 9.40 | % | | | 9.40 | % | | | NA | | | | 0.48 | % | | | 4.92 | % | | | NA | | | | NA | |
(1) Core income, on a diluted per-share basis. Core income is net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain on the sale of securities, amortization of intangibles, goodwill and nonrecurring items. Assumed tax rate is 35%.
(2) 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. P/E and P/Core =NM if the ratio is negative or above 35x.
(3) Indicated 12 month dividend, based on last quarterly dividend declared.
(4) Indicated 12 month dividend as a percent of trailing 12 month earnings.
(5) ROAA (return on average assets) and ROAE (return on average equity) are indicated ratios based on trailing 12 month earnings and average equity and assets balances.
(6) Excludes from averages and medians those companies the subject of actual or rumored acquisition activities or unusual operating characteristics.
(7) Financial information is as of or for the twelve months ended December 31, 2013.
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) 2017 by RP® Financial, LC.
EXHIBIT III-3
SSB Bank
Peer Group Summary Demographic and Deposit Market Share Data
Exhibit III-3
Peer Group Market Area Comparative Analysis
| | | | | | | Proj. | | | | | | | | | Per Capita Income | | | Deposit | |
| | | | Population | | | Pop. | | | 2010-2017 | | | 2017-2022 | | | 2017 | | | % State | | | Market | |
Institution | | County | | 2010 | | | 2017 | | | 2022 | | | % Change | | | % Change | | | . | | | Average | | | Share(1) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Randolph Bancorp, Inc. | | Norfolk, MA | | | 670,850 | | | | 702,290 | | | | 726,490 | | | | 0.7 | % | | | 0.7 | % | | | 52,193 | | | | 125.5 | % | | | 1.58 | % |
MSB Financial Corp. | | Morris, NJ | | | 492,276 | | | | 500,642 | | | | 507,646 | | | | 0.2 | % | | | 0.3 | % | | | 54,973 | | | | 136.6 | % | | | 0.83 | % |
Poage Bankshares, Inc. | | Boyd, KY | | | 49,542 | | | | 47,886 | | | | 47,255 | | | | -0.5 | % | | | -0.3 | % | | | 26,760 | | | | 102.8 | % | | | 20.76 | % |
Wayne Savings Bancshares, Inc. | | Wayne, OH | | | 114,520 | | | | 116,591 | | | | 118,259 | | | | 0.3 | % | | | 0.3 | % | | | 25,572 | | | | 87.0 | % | | | 12.83 | % |
Home Federal Bancorp, Inc. of Louisiana | | Caddo, LA | | | 254,969 | | | | 249,365 | | | | 247,969 | | | | -0.3 | % | | | -0.1 | % | | | 26,018 | | | | 96.3 | % | | | 4.32 | % |
WVS Financial Corp. | | Allegheny, PA | | | 1,223,348 | | | | 1,229,961 | | | | 1,235,805 | | | | 0.1 | % | | | 0.1 | % | | | 35,897 | | | | 112.1 | % | | | 0.13 | % |
Jacksonville Bancorp, Inc. | | Morgan, IL | | | 35,547 | | | | 34,630 | | | | 34,215 | | | | -0.4 | % | | | -0.2 | % | | | 28,671 | | | | 87.4 | % | | | 26.52 | % |
FSB Bancorp, Inc. | | Monroe, NY | | | 744,344 | | | | 749,898 | | | | 757,296 | | | | 0.1 | % | | | 0.2 | % | | | 31,501 | | | | 88.2 | % | | | 1.63 | % |
Melrose Bancorp, Inc. | | Middlesex, MA | | | 1,503,085 | | | | 1,606,877 | | | | 1,678,407 | | | | 1.0 | % | | | 0.9 | % | | | 50,075 | | | | 120.4 | % | | | 0.39 | % |
Equitable Financial Corp. | | Hall, NE | | | 58,607 | | | | 62,331 | | | | 64,882 | | | | 0.9 | % | | | 0.8 | % | | | 24,469 | | | | 81.5 | % | | | 5.62 | % |
| | Averages: | | | 514,709 | | | | 530,047 | | | | 541,822 | | | | 0.2 | % | | | 0.3 | % | | | 35,613 | | | | 103.8 | % | | | 7.46 | % |
| | Medians: | | | 373,623 | | | | 375,004 | | | | 377,808 | | | | 0.2 | % | | | 0.2 | % | | | 30,086 | | | | 99.5 | % | | | 2.98 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SSB Bank | | Allegheny, PA | | | 1,223,348 | | | | 1,229,961 | | | | 1,235,805 | | | | 0.1 | % | | | 0.1 | % | | | 35,897 | | | | 112.1 | % | | | 0.12 | % |
| (1) | Total institution deposits in headquarters county as percent of total county deposits as of June 30, 2016. |
Sources: SNL Financial LC, FDIC.
EXHIBIT IV-1
SSB Bank
Thrift Stock Prices: As of August 18, 2017
RP® Financial, LC.
Exhibit IV-1A
Weekly Thrift Market Line - Part One
Prices As of August 18, 2017
| | | | | | Market Capitalization | | | Price Change Data | | | Current Per Share Financials | |
| | | | | | Price/ | | | Shares | | | Market | | | 52 Week (1) | | | | | | % Change From | | | LTM | | | LTM Core | | | BV/ | | | TBV/ | | | Assets/ | |
| | | | Share(1) | | | Outstanding | | | Capitalization | | | High | | | Low | | | Last Wk | | | Last Wk | | | 52 Wks (2) | | | MRY (2) | | | EPS (3) | | | EPS (3) | | | Share | | | Share (4) | | | Share | |
| | | | | | ($) | | | (000) | | | ($Mil) | | | ($) | | | ($) | | | ($) | | | (%) | | | (%) | | | (%) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | |
Companies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BCTF | | Bancorp 34, Inc. | | NM | | | 14.00 | | | | 3,438 | | | | 48.1 | | | | 14.30 | | | | 10.40 | | | | 14.01 | | | | -0.10 | | | | 30.34 | | | | 11.20 | | | | 1.46 | | | | 1.48 | | | | 14.83 | | | | 14.76 | | | | 98.55 | |
BYBK | | Bay Bancorp, Inc. | | MD | | | 8.50 | | | | 10,714 | | | | 91.1 | | | | 8.50 | | | | 5.14 | | | | 7.75 | | | | 9.68 | | | | 58.29 | | | | 28.79 | | | | NA | | | | 0.34 | | | | 6.47 | | | | 6.23 | | | | 60.29 | |
BNCL | | Beneficial Bancorp, Inc. | | PA | | | 14.80 | | | | 75,935 | | | | 1,123.8 | | | | 19.00 | | | | 14.05 | | | | 14.70 | | | | 0.68 | | | | 2.07 | | | | -19.57 | | | | 0.48 | | | | 0.48 | | | | 13.58 | | | | 11.31 | | | | 76.76 | |
BHBK | | Blue Hills Bancorp, Inc. | | MA | | | 18.95 | | | | 26,864 | | | | 509.1 | | | | 19.73 | | | | 14.12 | | | | 18.15 | | | | 4.41 | | | | 33.45 | | | | 1.07 | | | | 0.71 | | | | 0.55 | | | | 14.79 | | | | 14.42 | | | | 93.58 | |
BOFI | | BofI Holding, Inc. | | CA | | | 26.37 | | | | 63,536 | | | | 1,675.5 | | | | 32.57 | | | | 17.95 | | | | 27.18 | | | | -2.98 | | | | 40.27 | | | | -7.64 | | | | 2.07 | | | | 2.05 | | | | 13.05 | | | | 13.05 | | | | 133.81 | |
BYFC | | Broadway Financial Corporation | | CA | | | 2.49 | | | | 27,451 | | | | 68.4 | | | | 2.67 | | | | 1.42 | | | | 2.49 | | | | 0.00 | | | | 39.89 | | | | 52.29 | | | | 0.16 | | | | 0.14 | | | | 1.73 | | | | 1.73 | | | | 15.86 | |
BLMT | | BSB Bancorp, Inc. | | MA | | | 28.20 | | | | 9,697 | | | | 273.4 | | | | 30.75 | | | | 22.51 | | | | 27.80 | | | | 1.44 | | | | 21.55 | | | | -2.59 | | | | 1.55 | | | | 1.54 | | | �� | 17.52 | | | | 17.52 | | | | 244.50 | |
CFFN | | Capitol Federal Financial, Inc. | | KS | | | 13.40 | | | | 138,213 | | | | 1,852.1 | | | | 17.04 | | | | 13.21 | | | | 13.50 | | | | -0.74 | | | | -5.17 | | | | -18.59 | | | | 0.63 | | | | 0.63 | | | | 9.83 | | | | 9.83 | | | | 65.86 | |
CARV | | Carver Bancorp, Inc. | | NY | | | 2.81 | | | | 3,696 | | | | 10.4 | | | | 6.61 | | | | 2.76 | | | | 3.03 | | | | -7.19 | | | | -34.04 | | | | -12.85 | | | | -0.62 | | | | -0.64 | | | | 1.71 | | | | 1.71 | | | | 189.09 | |
CHFN | | Charter Financial Corporation | | GA | | | 16.31 | | | | 15,112 | | | | 246.5 | | | | 21.11 | | | | 12.51 | | | | 16.39 | | | | -0.49 | | | | 20.81 | | | | -2.16 | | | | 1.04 | | | | 1.08 | | | | 14.03 | | | | 11.92 | | | | 97.94 | |
CSBK | | Clifton Bancorp Inc. | | NJ | | | 15.63 | | | | 22,299 | | | | 348.5 | | | | 17.49 | | | | 14.65 | | | | 15.79 | | | | -1.01 | | | | 4.55 | | | | -7.62 | | | | 0.25 | | | | 0.25 | | | | 12.92 | | | | 12.92 | | | | 68.39 | |
CWAY | | Coastway Bancorp, Inc. | | RI | | | 19.85 | | | | 4,392 | | | | 87.2 | | | | 20.82 | | | | 12.73 | | | | 19.80 | | | | 0.25 | | | | 54.60 | | | | 26.84 | | | | 0.81 | | | | 0.81 | | | | 15.89 | | | | 15.89 | | | | 153.84 | |
DCOM | | Dime Community Bancshares, Inc. | | NY | | | 18.65 | | | | 37,447 | | | | 698.4 | | | | 22.48 | | | | 16.10 | | | | 18.95 | | | | -1.58 | | | | 8.30 | | | | -7.21 | | | | 0.93 | | | | 1.14 | | | | 15.41 | | | | 13.93 | | | | 167.12 | |
EFBI | | Eagle Financial Bancorp, Inc. | | OH | | | 16.02 | | | | 1,613 | | | | 25.8 | | | | 18.36 | | | | 14.50 | | | | 15.75 | | | | 1.71 | | | | NA | | | | NA | | | | NA | | | | NA | | | | NA | | | | NA | | | | 79.96 | |
ESBK | | Elmira Savings Bank | | NY | | | 20.00 | | | | 3,311 | | | | 66.2 | | | | 22.25 | | | | 18.50 | | | | 20.05 | | | | -0.25 | | | | 3.90 | | | | -2.20 | | | | 1.25 | | | | 1.26 | | | | 16.77 | | | | 13.05 | | | | 173.46 | |
EQFN | | Equitable Financial Corp. | | NE | | | 10.20 | | | | 3,432 | | | | 35.0 | | | | 10.60 | | | | 8.36 | | | | 10.15 | | | | 0.49 | | | | 16.44 | | | | 3.03 | | | | 0.34 | | | | 0.35 | | | | 10.44 | | | | 10.44 | | | | 70.30 | |
ESSA | | ESSA Bancorp, Inc. | | PA | | | 14.50 | | | | 11,596 | | | | 168.1 | | | | 16.91 | | | | 12.93 | | | | 14.56 | | | | -0.41 | | | | 4.32 | | | | -7.76 | | | | 0.63 | | | | 0.62 | | | | 15.57 | | | | 14.21 | | | | 152.11 | |
FCAP | | First Capital, Inc. | | IN | | | 31.34 | | | | 3,338 | | | | 104.6 | | | | 34.50 | | | | 26.58 | | | | 31.50 | | | | -0.51 | | | | -4.71 | | | | -3.33 | | | | 2.17 | | | | 2.18 | | | | 24.01 | | | | 21.72 | | | | 228.66 | |
FBNK | | First Connecticut Bancorp, Inc. | | CT | | | 23.70 | | | | 15,945 | | | | 377.9 | | | | 27.50 | | | | 16.51 | | | | 23.45 | | | | 1.07 | | | | 43.03 | | | | 4.64 | | | | 1.16 | | | | 1.15 | | | | 16.86 | | | | 16.86 | | | | 187.65 | |
FDEF | | First Defiance Financial Corp. | | OH | | | 48.07 | | | | 10,151 | | | | 488.0 | | | | 56.90 | | | | 36.91 | | | | 48.19 | | | | -0.25 | | | | 8.29 | | | | -5.26 | | | | 2.95 | | | | 3.19 | | | | 35.61 | | | | 25.29 | | | | 284.75 | |
FNWB | | First Northwest Bancorp | | WA | | | 15.95 | | | | 11,902 | | | | 189.8 | | | | 17.24 | | | | 12.82 | | | | 15.46 | | | | 3.17 | | | | 18.41 | | | | 2.24 | | | | 0.46 | | | | 0.42 | | | | 14.93 | | | | 14.93 | | | | 91.38 | |
FBC | | Flagstar Bancorp, Inc. | | MI | | | 31.24 | | | | 57,162 | | | | 1,785.7 | | | | 33.44 | | | | 25.06 | | | | 31.71 | | | | -1.48 | | | | 12.41 | | | | 15.96 | | | | 2.62 | | | | 2.34 | | | | 24.63 | | | | 24.28 | | | | 279.30 | |
FSBW | | FS Bancorp, Inc. | | WA | | | 47.59 | | | | 3,075 | | | | 146.3 | | | | 47.60 | | | | 27.01 | | | | 44.88 | | | | 6.04 | | | | 70.88 | | | | 32.38 | | | | 4.30 | | | | 4.12 | | | | 28.88 | | | | 27.64 | | | | 301.96 | |
FSBC | | FSB Bancorp, Inc. | | NY | | | 15.15 | | | | 1,941 | | | | 29.4 | | | | 15.40 | | | | 12.26 | | | | 15.30 | | | | -0.98 | | | | 21.69 | | | | 6.69 | | | | 0.53 | | | | 0.52 | | | | 16.56 | | | | 16.56 | | | | 150.01 | |
HBK | | Hamilton Bancorp, Inc. | | MD | | | 14.50 | | | | 3,411 | | | | 49.5 | | | | 15.65 | | | | 13.33 | | | | 14.46 | | | | 0.26 | | | | 5.45 | | | | 1.75 | | | | -0.06 | | | | -0.02 | | | | 17.76 | | | | 15.04 | | | | 151.24 | |
HIFS | | Hingham Institution for Savings | | MA | | | 177.97 | | | | 2,133 | | | | 379.6 | | | | 203.01 | | | | 128.08 | | | | 175.48 | | | | 1.42 | | | | 34.02 | | | | -9.56 | | | | 11.45 | | | | 11.43 | | | | 81.05 | | | | 81.05 | | | | 989.81 | |
HMNF | | HMN Financial, Inc. | | MN | | | 17.80 | | | | 4,498 | | | | 80.1 | | | | 18.70 | | | | 13.58 | | | | 17.70 | | | | 0.56 | | | | 28.52 | | | | 1.71 | | | | 1.11 | | | | 1.12 | | | | 17.50 | | | | 17.24 | | | | 161.24 | |
HFBL | | Home Federal Bancorp, Inc. of Louisiana | | LA | | | 26.50 | | | | 1,953 | | | | 51.8 | | | | 29.89 | | | | 22.31 | | | | 26.75 | | | | -0.93 | | | | 14.42 | | | | -1.34 | | | | 1.91 | | | | 1.91 | | | | 23.68 | | | | 23.68 | | | | 218.43 | |
HVBC | | HV Bancorp, Inc. | | PA | | | 14.40 | | | | 2,182 | | | | 31.4 | | | | 14.58 | | | | 13.08 | | | | 14.47 | | | | -0.48 | | | | NA | | | | NA | | | | NA | | | | NA | | | | NA | | | | NA | | | | 99.34 | |
IROQ | | IF Bancorp, Inc. | | IL | | | 20.02 | | | | 3,940 | | | | 78.9 | | | | 20.75 | | | | 18.43 | | | | 19.78 | | | | 1.20 | | | | 5.91 | | | | 8.20 | | | | 1.18 | | | | 1.12 | | | | 21.12 | | | | 21.12 | | | | 150.10 | |
ISBC | | Investors Bancorp, Inc. | | NJ | | | 12.90 | | | | 307,412 | | | | 3,965.6 | | | | 15.11 | | | | 11.58 | | | | 13.06 | | | | -1.23 | | | | 10.92 | | | | -7.53 | | | | 0.65 | | | | 0.65 | | | | 10.23 | | | | 9.95 | | | | 79.10 | |
JXSB | | Jacksonville Bancorp, Inc. | | IL | | | 30.10 | | | | 1,813 | | | | 54.6 | | | | 37.20 | | | | 28.50 | | | | 30.00 | | | | 0.33 | | | | 4.01 | | | | 0.33 | | | | 1.68 | | | | 1.53 | | | | 27.07 | | | | 25.57 | | | | 185.24 | |
KRNY | | Kearny Financial Corp. | | NJ | | | 14.10 | | | | 84,351 | | | | 1,189.3 | | | | 16.10 | | | | 13.40 | | | | 14.10 | | | | 0.00 | | | | 4.14 | | | | -9.32 | | | | 0.22 | | | | 0.22 | | | | 12.53 | | | | 11.24 | | | | 57.12 | |
MLVF | | Malvern Bancorp, Inc. | | PA | | | 23.20 | | | | 6,573 | | | | 152.5 | | | | 26.15 | | | | 15.95 | | | | 23.70 | | | | -2.11 | | | | 41.49 | | | | 9.69 | | | | 1.93 | | | | 1.87 | | | | 15.16 | | | | 15.16 | | | | 153.80 | |
MELR | | Melrose Bancorp, Inc. | | MA | | | 17.73 | | | | 2,602 | | | | 46.1 | | | | 18.15 | | | | 14.73 | | | | 18.15 | | | | -2.33 | | | | 18.18 | | | | -1.24 | | | | 0.80 | | | | 0.38 | | | | 17.02 | | | | 17.02 | | | | 113.04 | |
EBSB | | Meridian Bancorp, Inc. | | MA | | | 17.10 | | | | 53,919 | | | | 922.0 | | | | 20.55 | | | | 15.06 | | | | 17.05 | | | | 0.29 | | | | 10.97 | | | | -9.52 | | | | 0.80 | | | | 0.73 | | | | 11.68 | | | | 11.43 | | | | 88.79 | |
CASH | | Meta Financial Group, Inc. | | SD | | | 69.30 | | | | 9,350 | | | | 648.0 | | | | 106.90 | | | | 56.51 | | | | 70.80 | | | | -2.12 | | | | 20.82 | | | | -32.65 | | | | 5.30 | | | | 6.37 | | | | 46.01 | | | | 28.52 | | | | 429.91 | |
MSBF | | MSB Financial Corp. | | NJ | | | 17.20 | | | | 5,756 | | | | 99.0 | | | | 18.00 | | | | 13.05 | | | | 17.20 | | | | 0.00 | | | | 29.91 | | | | 17.01 | | | | 0.37 | | | | 0.37 | | | | 13.07 | | | | 13.07 | | | | 88.10 | |
NYCB | | New York Community Bancorp, Inc. | | NY | | | 11.94 | | | | 489,072 | | | | 5,839.5 | | | | 17.68 | | | | 11.92 | | | | 12.22 | | | | -2.29 | | | | -16.91 | | | | -24.95 | | | | 0.92 | | | | 0.89 | | | | 12.74 | | | | 7.76 | | | | 98.86 | |
NFBK | | Northfield Bancorp, Inc. | | NJ | | | 15.70 | | | | 48,855 | | | | 767.0 | | | | 20.59 | | | | 14.88 | | | | 15.86 | | | | -1.01 | | | | -0.13 | | | | -21.38 | | | | 0.73 | | | | 0.74 | | | | 13.07 | | | | 12.25 | | | | 79.00 | |
NWBI | | Northwest Bancshares, Inc. | | PA | | | 15.43 | | | | 102,495 | | | | 1,581.5 | | | | 19.10 | | | | 14.95 | | | | 15.42 | | | | 0.06 | | | | 1.58 | | | | -14.42 | | | | 0.85 | | | | 0.88 | | | | 11.68 | | | | 8.40 | | | | 92.68 | |
OCFC | | OceanFirst Financial Corp. | | NJ | | | 24.51 | | | | 32,531 | | | | 797.3 | | | | 30.70 | | | | 18.99 | | | | 25.10 | | | | -2.35 | | | | 28.32 | | | | -18.38 | | | | 1.16 | | | | 1.59 | | | | 18.05 | | | | 13.19 | | | | 159.92 | |
ORIT | | Oritani Financial Corp. | | NJ | | | 16.00 | | | | 45,992 | | | | 735.9 | | | | 19.00 | | | | 15.35 | | | | 16.15 | | | | -0.93 | | | | 0.76 | | | | -14.67 | | | | 1.10 | | | | 1.00 | | | | 12.16 | | | | 12.16 | | | | 89.96 | |
OTTW | | Ottawa Bancorp, Inc. | | IL | | | 13.70 | | | | 3,467 | | | | 47.5 | | | | 14.00 | | | | 10.65 | | | | 13.75 | | | | -0.36 | | | | 28.19 | | | | 7.62 | | | | 0.43 | | | | 0.44 | | | | 15.19 | | | | 14.91 | | | | 68.94 | |
PBHC | | Pathfinder Bancorp, Inc. | | NY | | | 15.35 | | | | 4,264 | | | | 65.4 | | | | 16.00 | | | | 12.00 | | | | 15.15 | | | | 1.30 | | | | 25.82 | | | | 13.79 | | | | 0.84 | | | | 0.74 | | | | 14.32 | | | | 13.21 | | | | 190.26 | |
PBBI | | PB Bancorp, Inc. | | CT | | | 10.30 | | | | 7,831 | | | | 80.7 | | | | 10.85 | | | | 8.46 | | | | 10.32 | | | | -0.15 | | | | 20.47 | | | | 4.08 | | | | 0.26 | | | | 0.22 | | | | 10.72 | | | | 9.84 | | | | 65.29 | |
PCSB | | PCSB Financial Corporation | | NY | | | 17.26 | | | | 18,165 | | | | 313.5 | | | | 17.95 | | | | 15.76 | | | | 17.21 | | | | 0.29 | | | | NA | | | | NA | | | | NA | | | | NA | | | | 15.41 | | | | 15.04 | | | | 78.53 | |
PBSK | | Poage Bankshares, Inc. | | KY | | | 18.25 | | | | 3,522 | | | | 64.3 | | | | 20.90 | | | | 17.20 | | | | 18.35 | | | | -0.54 | | | | -1.35 | | | | -2.93 | | | | 0.41 | | | | 0.47 | | | | 18.80 | | | | 18.20 | | | | 129.95 | |
PROV | | Provident Financial Holdings, Inc. | | CA | | | 18.85 | | | | 7,714 | | | | 145.4 | | | | 20.66 | | | | 17.68 | | | | 19.10 | | | | -1.31 | | | | -3.48 | | | | -6.78 | | | | 0.64 | | | | 0.72 | | | | 16.62 | | | | 16.62 | | | | 155.64 | |
PFS | | Provident Financial Services, Inc. | | NJ | | | 24.54 | | | | 66,755 | | | | 1,638.2 | | | | 28.92 | | | | 20.53 | | | | 24.44 | | | | 0.41 | | | | 18.09 | | | | -13.29 | | | | 1.46 | | | | 1.48 | | | | 19.32 | | | | NA | | | | 142.90 | |
PBIP | | Prudential Bancorp, Inc. | | PA | | | 17.88 | | | | 9,008 | | | | 161.1 | | | | 18.74 | | | | 14.31 | | | | 18.27 | | | | -2.13 | | | | 24.69 | | | | 4.44 | | | | 0.22 | | | | 0.44 | | | | 14.90 | | | | 14.02 | | | | 96.66 | |
RNDB | | Randolph Bancorp, Inc. | | MA | | | 14.68 | | | | 5,869 | | | | 86.2 | | | | 16.50 | | | | 12.50 | | | | 14.79 | | | | -0.74 | | | | 15.05 | | | | -8.93 | | | | -0.16 | | | | 0.11 | | | | 14.20 | | | | NA | | | | 86.55 | |
RVSB | | Riverview Bancorp, Inc. | | WA | | | 7.85 | | | | 22,527 | | | | 176.8 | | | | 8.16 | | | | 4.91 | | | | 7.80 | | | | 0.64 | | | | 55.75 | | | | 12.14 | | | | 0.37 | | | | 0.41 | | | | 5.06 | | | | 3.80 | | | | 49.95 | |
SVBI | | Severn Bancorp, Inc. | | MD | | | 7.20 | | | | 12,137 | | | | 87.4 | | | | 8.08 | | | | 6.25 | | | | 7.15 | | | | 0.70 | | | | 10.01 | | | | -8.86 | | | | 0.25 | | | | 0.25 | | | | 7.14 | | | | 7.11 | | | | 63.89 | |
SIFI | | SI Financial Group, Inc. | | CT | | | 14.05 | | | | 12,232 | | | | 171.9 | | | | 16.45 | | | | 12.30 | | | | 14.75 | | | | -4.75 | | | | 5.32 | | | | -8.77 | | | | 1.06 | | | | 0.76 | | | | 13.82 | | | | 12.42 | | | | 130.52 | |
TBNK | | Territorial Bancorp Inc. | | HI | | | 28.25 | | | | 9,830 | | | | 277.7 | | | | 34.00 | | | | 27.73 | | | | 28.92 | | | | -2.32 | | | | 0.57 | | | | -13.98 | | | | 1.82 | | | | 1.79 | | | | 23.95 | | | | 23.95 | | | | 195.73 | |
TSBK | | Timberland Bancorp, Inc. | | WA | | | 26.75 | | | | 7,359 | | | | 196.8 | | | | 27.69 | | | | 15.00 | | | | 26.22 | | | | 2.02 | | | | 76.57 | | | | 29.48 | | | | 1.81 | | | | 1.82 | | | | 14.77 | | | | 14.00 | | | | 126.52 | |
TRST | | TrustCo Bank Corp NY | | NY | | | 7.80 | | | | 96,102 | | | | 749.6 | | | | 9.00 | | | | 6.60 | | | | 7.75 | | | | 0.65 | | | | 9.86 | | | | -10.86 | | | | 0.47 | | | | 0.46 | | | | 4.66 | | | | 4.65 | | | | 51.20 | |
UCBA | | United Community Bancorp | | IN | | | 19.00 | | | | 4,206 | | | | 79.9 | | | | 19.40 | | | | 14.61 | | | | 18.65 | | | | 1.88 | | | | 28.03 | | | | 13.77 | | | | 0.84 | | | | 0.82 | | | | 16.95 | | | | 16.30 | | | | 127.66 | |
UBNK | | United Financial Bancorp, Inc. | | CT | | | 16.86 | | | | 50,792 | | | | 856.4 | | | | 18.66 | | | | 13.32 | | | | 16.96 | | | | -0.59 | | | | 25.35 | | | | -7.16 | | | | 1.16 | | | | 1.20 | | | | 13.38 | | | | 11.01 | | | | 135.38 | |
WSBF | | Waterstone Financial, Inc. | | WI | | | 17.60 | | | | 29,555 | | | | 520.2 | | | | 20.40 | | | | 16.05 | | | | 17.65 | | | | -0.28 | | | | 4.33 | | | | -4.35 | | | | 1.06 | | | | 1.06 | | | | 13.81 | | | | 13.78 | | | | 63.82 | |
WAYN | | Wayne Savings Bancshares, Inc. | | OH | | | 17.10 | | | | 2,782 | | | | 47.6 | | | | 18.75 | | | | 13.25 | | | | 16.96 | | | | 0.83 | | | | 29.06 | | | | 3.64 | | | | 0.80 | | | | 0.80 | | | | 15.11 | | | | 14.50 | | | | 160.04 | |
WCFB | | WCF Bancorp, Inc. | | IA | | | 10.15 | | | | 2,562 | | | | 26.0 | | | | 11.62 | | | | 8.15 | | | | 10.15 | | | | 0.00 | | | | 18.02 | | | | 1.50 | | | | 0.03 | | | | -0.01 | | | | 11.33 | | | | NA | | | | 48.48 | |
WEBK | | Wellesley Bancorp, Inc. | | MA | | | 25.05 | | | | 2,490 | | | | 62.4 | | | | 28.25 | | | | 20.86 | | | | 26.06 | | | | -3.86 | | | | 17.06 | | | | -9.73 | | | | 1.36 | | | | 1.36 | | | | 23.16 | | | | 23.16 | | | | 294.13 | |
WBB | | Westbury Bancorp, Inc. | | WI | | | 20.05 | | | | 3,978 | | | | 79.8 | | | | 23.00 | | | | 19.00 | | | | 20.04 | | | | 0.05 | | | | 3.40 | | | | -3.14 | | | | 0.79 | | | | 0.73 | | | | 20.04 | | | | 20.04 | | | | 200.07 | |
WNEB | | Western New England Bancorp, Inc. | | MA | | | 9.60 | | | | 31,070 | | | | 298.3 | | | | 10.95 | | | | 7.41 | | | | 9.50 | | | | 1.05 | | | | 26.32 | | | | 2.67 | | | | 0.40 | | | | 0.50 | | | | 8.08 | | | | 7.55 | | | | 66.73 | |
WSFS | | WSFS Financial Corporation | | DE | | | 43.65 | | | | 31,418 | | | | 1,371.4 | | | | 50.55 | | | | 31.90 | | | | 43.30 | | | | 0.81 | | | | 15.97 | | | | -5.83 | | | | 2.20 | | | | 2.36 | | | | 22.99 | | | | 16.98 | | | | 217.15 | |
WVFC | | WVS Financial Corp. | | PA | | | 15.90 | | | | 2,009 | | | | 31.9 | | | | 16.85 | | | | 11.60 | | | | 16.10 | | | | -1.25 | | | | 32.49 | | | | 7.97 | | | | 0.87 | | | | NA | | | | 16.45 | | | | 16.45 | | | | 175.04 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
MHCs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CFBI | | Community First Bancshares, Inc. (MHC) | | GA | | | 12.67 | | | | 7,538 | | | | 95.5 | | | | 15.00 | | | | 11.52 | | | | 12.95 | | | | -2.16 | | | | NA | | | | NA | | | | NA | | | | NA | | | | 10.15 | | | | 10.15 | | | | 36.84 | |
RP® Financial, LC.
Exhibit IV-1A
Weekly Thrift Market Line - Part One
Prices As of August 18, 2017
| | | | | | Market Capitalization | | | Price Change Data | | | Current Per Share Financials | |
| | | | | | Price/ | | | Shares | | | Market | | | 52 Week (1) | | | | | | % Change From | | | LTM | | | LTM Core | | | BV/ | | | TBV/ | | | Assets/ | |
| | | | Share(1) | | | Outstanding | | | Capitalization | | | High | | | Low | | | Last Wk | | | Last Wk | | | 52 Wks (2) | | | MRY (2) | | | EPS (3) | | | EPS (3) | | | Share | | | Share (4) | | | Share | |
| | | | | | ($) | | | (000) | | | ($Mil) | | | ($) | | | ($) | | | ($) | | | (%) | | | (%) | | | (%) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Companies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
GCBC | | Greene County Bancorp, Inc. (MHC) | | NY | | | 24.25 | | | | 8,503 | | | | 206.2 | | | | 29.00 | | | | 16.49 | | | | 24.25 | | | | 0.00 | | | | 43.49 | | | | 5.90 | | | | 1.31 | | | | NA | | | | 9.82 | | | | 9.82 | | | | 115.53 | |
HONE | | HarborOne Bancorp, Inc. (MHC) | | MA | | | 17.95 | | | | 32,121 | | | | 576.6 | | | | 22.29 | | | | 13.97 | | | | 18.32 | | | | -2.02 | | | | 28.21 | | | | -7.19 | | | | 0.39 | | | | 0.39 | | | | 10.48 | | | | 10.06 | | | | 81.94 | |
KFFB | | Kentucky First Federal Bancorp (MHC) | | KY | | | 9.80 | | | | 8,440 | | | | 82.7 | | | | 10.15 | | | | 8.00 | | | | 9.75 | | | | 0.47 | | | | 16.61 | | | | 9.00 | | | | 0.14 | | | | 0.14 | | | | 7.96 | | | | 6.25 | | | | 36.17 | |
LSBK | | Lake Shore Bancorp, Inc. (MHC) | | NY | | | 15.70 | | | | 6,102 | | | | 95.8 | | | | 16.59 | | | | 13.08 | | | | 15.86 | | | | -1.04 | | | | 17.43 | | | | -3.49 | | | | 0.46 | | | | 0.42 | | | | 12.69 | | | | 12.69 | | | | 82.74 | |
MGYR | | Magyar Bancorp, Inc. (MHC) | | NJ | | | 12.45 | | | | 5,821 | | | | 72.5 | | | | 14.95 | | | | 9.90 | | | | 13.18 | | | | -5.54 | | | | 25.63 | | | | 3.75 | | | | 0.22 | | | | 0.22 | | | | 8.35 | | | | 8.35 | | | | 100.94 | |
OFED | | Oconee Federal Financial Corp. (MHC) | | SC | | | 28.54 | | | | 5,774 | | | | 164.8 | | | | 29.00 | | | | 19.75 | | | | 26.69 | | | | 6.93 | | | | 42.55 | | | | 21.45 | | | | 0.95 | | | | NA | | | | NA | | | | NA | | | | 83.36 | |
PVBC | | Provident Bancorp, Inc. (MHC) | | MA | | | 20.95 | | | | 9,633 | | | | 201.8 | | | | 24.65 | | | | 14.96 | | | | 20.80 | | | | 0.72 | | | | 31.18 | | | | 17.04 | | | | 0.75 | | | | 0.67 | | | | 11.83 | | | | 11.83 | | | | 91.68 | |
TFSL | | TFS Financial Corporation (MHC) | | OH | | | 15.13 | | | | 281,446 | | | | 4,258.3 | | | | 19.89 | | | | 14.86 | | | | 14.99 | | | | 0.93 | | | | -18.96 | | | | -20.54 | | | | 0.31 | | | | NA | | | | 5.95 | | | | 5.92 | | | | 48.06 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Under Acquisition | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ANCB | | Anchor Bancorp | | WA | | | 25.15 | | | | 2,505 | | | | 63.0 | | | | 27.50 | | | | 23.70 | | | | 25.35 | | | | -0.79 | | | | -1.81 | | | | -7.54 | | | | 0.97 | | | | 1.08 | | | | 26.29 | | | | 26.29 | | | | 184.66 | |
ASBB | | ASB Bancorp, Inc. | | NC | | | 43.75 | | | | 3,788 | | | | 165.7 | | | | 46.00 | | | | 24.80 | | | | 42.45 | | | | 3.06 | | | | 71.51 | | | | 47.06 | | | | 0.32 | | | | 1.82 | | | | 25.41 | | | | 25.41 | | | | 211.56 | |
AF | | Astoria Financial Corporation | | NY | | | 19.07 | | | | 101,718 | | | | 1,939.8 | | | | 21.66 | | | | 14.11 | | | | 19.24 | | | | -0.88 | | | | 29.29 | | | | 2.25 | | | | 0.58 | | | | 0.62 | | | | 15.82 | | | | 14.00 | | | | 139.09 | |
BKMU | | Bank Mutual Corporation | | WI | | | 9.15 | | | | 45,932 | | | | 420.3 | | | | 10.20 | | | | 7.53 | | | | 9.35 | | | | -2.14 | | | | 20.24 | | | | -3.17 | | | | 0.36 | | | | 0.36 | | | | 6.33 | | | | 6.33 | | | | 59.01 | |
SBCP | | Sunshine Bancorp, Inc. | | FL | | | 21.46 | | | | 8,027 | | | | 172.2 | | | | 23.73 | | | | 14.00 | | | | 22.68 | | | | -5.38 | | | | 48.61 | | | | 25.20 | | | | 0.39 | | | | 0.77 | | | | 14.52 | | | | 11.76 | | | | 119.09 | |
WBKC | | Wolverine Bancorp, Inc. | | MI | | | 39.69 | | | | 2,106 | | | | 83.6 | | | | 41.12 | | | | 26.14 | | | | 39.07 | | | | 1.60 | | | | 53.54 | | | | 25.60 | | | | 2.40 | | | | 2.40 | | | | 29.54 | | | | 29.54 | | | | 0.00 | |
| (1) | Average of High/Low or Bid/Ask price per share. |
| (2) | Or since offering price if converted of first listed in the past 52 weeks. Percent change figures are actual year-to-date and are not annualized. |
| (3) | EPS (earnings per share) is based on actual trailing 12 month data and is not shown on a pro forma basis. |
| (4) | Excludes intangibles (such as goodwill, value of core deposits, etc.). |
| (5) | 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. |
| (6) | Annualized based on last regular quarterly cash dividend announcement. |
| (7) | Indicated dividend as a percent of trailing 12 month earnings. |
| (8) | Excluded from averages due to actual or rumored acquisition activities or unusual operating characteristics. |
| (9) | For MHC institutions, market value reflects share price multiplied by public (non-MHC) shares. |
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) 2017 by RP® Financial, LC.
Exhibit IV-1B
Weekly Thrift Market Line - Part Two
Prices As of August 18, 2017
| | | | | | Key Financial Ratios | | | Asset Quality Ratios | |
| | | | | | Equity/ | | | Tang Equity/ | | | Reported Earnings | | | Core Earnings | | | NPAs/ | | | Rsvs/ | |
| | | | Assets(1) | | | Assets(1) | | | ROA(5) | | | ROE(5) | | | ROA(5) | | | ROE(5) | | | Assets | | | NPLs | |
| | | | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | |
Companies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BCTF | | Bancorp 34, Inc. | | NM | | | 15.05 | | | | 14.99 | | | | 1.52 | | | | 11.95 | | | | 1.53 | | | | 12.06 | | | | 1.73 | | | | 49.76 | |
BYBK | | Bay Bancorp, Inc. | | MD | | | 10.72 | | | | 10.36 | | | | 0.57 | | | | 5.34 | | | | 0.64 | | | | 5.92 | | | | 2.17 | | | | 28.01 | |
BNCL | | Beneficial Bancorp, Inc. | | PA | | | 17.67 | | | | 15.17 | | | | 0.62 | | | | 3.48 | | | | 0.62 | | | | 3.46 | | | | NA | | | | NA | |
BHBK | | Blue Hills Bancorp, Inc. | | MA | | | 15.80 | | | | 15.47 | | | | 0.71 | | | | 4.32 | | | | 0.55 | | | | 3.33 | | | | 0.52 | | | | 153.34 | |
BOFI | | BofI Holding, Inc. | | CA | | | 9.81 | | | | 9.81 | | | | 1.68 | | | | 17.70 | | | | 1.66 | | | | 17.54 | | | | NA | | | | NA | |
BYFC | | Broadway Financial Corporation | | CA | | | 10.92 | | | | 10.92 | | | | 1.00 | | | | 9.19 | | | | 0.87 | | | | 8.06 | | | | 2.45 | | | | 39.76 | |
BLMT | | BSB Bancorp, Inc. | | MA | | | 7.16 | | | | 7.16 | | | | 0.65 | | | | 8.76 | | | | 0.65 | | | | 8.72 | | | | 0.26 | | | | 244.44 | |
CFFN | | Capitol Federal Financial, Inc. | | KS | | | 14.93 | | | | 14.93 | | | | 0.75 | | | | 6.07 | | | | 0.75 | | | | 6.07 | | | | 0.56 | | | | 17.23 | |
CARV | | Carver Bancorp, Inc. | | NY | | | 7.36 | | | | 7.36 | | | | -0.28 | | | | -3.76 | | | | -0.30 | | | | -3.91 | | | | 2.41 | | | | 29.47 | |
CHFN | | Charter Financial Corporation | | GA | | | 14.33 | | | | 12.43 | | | | 1.08 | | | | 7.60 | | | | 1.12 | | | | 7.89 | | | | 0.57 | | | | 164.73 | |
CSBK | | Clifton Bancorp Inc. | | NJ | | | 18.89 | | | | 18.89 | | | | 0.37 | | | | 1.70 | | | | 0.37 | | | | 1.70 | | | | 0.39 | | | | 131.48 | |
CWAY | | Coastway Bancorp, Inc. | | RI | | | 10.33 | | | | 10.33 | | | | 0.52 | | | | 4.78 | | | | 0.52 | | | | 4.78 | | | | 1.96 | | | | 21.16 | |
DCOM | | Dime Community Bancshares, Inc. | | NY | | | 9.28 | | | | 8.46 | | | | 0.58 | | | | 6.09 | | | | 0.71 | | | | 7.40 | | | | 0.21 | | | | 183.82 | |
EFBI | | Eagle Financial Bancorp, Inc. | | OH | | | 10.70 | | | | 10.70 | | | | NA | | | | 6.31 | | | | NA | | | | 6.31 | | | | 0.88 | | | | 108.09 | |
ESBK | | Elmira Savings Bank | | NY | | | 11.37 | | | | 9.42 | | | | 0.78 | | | | 7.65 | | | | 0.78 | | | | 7.77 | | | | NA | | | | NA | |
EQFN | | Equitable Financial Corp. | | NE | | | 14.85 | | | | 14.85 | | | | 0.50 | | | | 3.23 | | | | 0.51 | | | | 3.30 | | | | NA | | | | NA | |
ESSA | | ESSA Bancorp, Inc. | | PA | | | 10.24 | | | | 9.42 | | | | 0.39 | | | | 3.86 | | | | 0.39 | | | | 3.82 | | | | 1.20 | | | | 50.45 | |
FCAP | | First Capital, Inc. | | IN | | | 10.52 | | | | 9.61 | | | | 0.97 | | | | 9.34 | | | | 0.97 | | | | 9.40 | | | | 0.98 | | | | 99.55 | |
FBNK | | First Connecticut Bancorp, Inc. | | CT | | | 8.98 | | | | 8.98 | | | | 0.63 | | | | 6.87 | | | | 0.63 | | | | 6.80 | | | | 0.72 | | | | 102.68 | |
FDEF | | First Defiance Financial Corp. | | OH | | | 12.50 | | | | 9.21 | | | | 1.07 | | | | 8.91 | | | | 1.16 | | | | 9.64 | | | | 1.44 | | | | 63.39 | |
FNWB | | First Northwest Bancorp | | WA | | | 16.34 | | | | 16.34 | | | | 0.48 | | | | 2.81 | | | | 0.44 | | | | 2.54 | | | | NA | | | | NA | |
FBC | | Flagstar Bancorp, Inc. | | MI | | | 8.82 | | | | 8.70 | | | | 1.05 | | | | 11.22 | | | | 0.92 | | | | 9.88 | | | | 0.58 | | | | 168.67 | |
FSBW | | FS Bancorp, Inc. | | WA | | | 9.57 | | | | 9.19 | | | | 1.53 | | | | 16.01 | | | | 1.46 | | | | 15.32 | | | | 0.09 | | | | NM | |
FSBC | | FSB Bancorp, Inc. | | NY | | | 11.05 | | | | 11.05 | | | | 0.37 | | | | 3.31 | | | | 0.36 | | | | 3.24 | | | | 0.01 | | | | NM | |
HBK | | Hamilton Bancorp, Inc. | | MD | | | 11.74 | | | | 10.13 | | | | -0.04 | | | | -0.35 | | | | -0.02 | | | | -0.15 | | | | 0.89 | | | | 57.71 | |
HIFS | | Hingham Institution for Savings | | MA | | | 8.19 | | | | 8.19 | | | | 1.24 | | | | 15.31 | | | | 1.24 | | | | 15.28 | | | | 0.27 | | | | 199.47 | |
HMNF | | HMN Financial, Inc. | | MN | | | 10.86 | | | | 10.71 | | | | 0.79 | | | | 6.97 | | | | 0.80 | | | | 7.06 | | | | 0.75 | | | | 208.06 | |
HFBL | | Home Federal Bancorp, Inc. of Louisiana | | LA | | | 10.84 | | | | 10.84 | | | | 0.90 | | | | 7.78 | | | | 0.90 | | | | 7.78 | | | | NA | | | | NA | |
HVBC | | HV Bancorp, Inc. | | PA | | | 14.50 | | | | 14.50 | | | | 0.28 | | | | 2.70 | | | | NA | | | | NA | | | | NA | | | | NA | |
IROQ | | IF Bancorp, Inc. | | IL | | | 14.07 | | | | 14.07 | | | | 0.75 | | | | 5.27 | | | | 0.71 | | | | 5.02 | | | | 0.67 | | | | 139.99 | |
ISBC | | Investors Bancorp, Inc. | | NJ | | | 12.97 | | | | 12.67 | | | | 0.81 | | | | 5.98 | | | | 0.82 | | | | 6.03 | | | | 0.80 | | | | 121.66 | |
JXSB | | Jacksonville Bancorp, Inc. | | IL | | | 14.61 | | | | 13.92 | | | | 0.94 | | | | 6.36 | | | | 0.86 | | | | 5.79 | | | | 1.06 | | | | 86.21 | |
KRNY | | Kearny Financial Corp. | | NJ | | | 21.94 | | | | 20.14 | | | | 0.40 | | | | 1.68 | | | | 0.41 | | | | 1.69 | | | | NA | | | | NA | |
MLVF | | Malvern Bancorp, Inc. | | PA | | | 9.86 | | | | 9.86 | | | | 1.41 | | | | 13.08 | | | | 1.37 | | | | 12.68 | | | | 0.31 | | | | 250.62 | |
MELR | | Melrose Bancorp, Inc. | | MA | | | 15.06 | | | | 15.06 | | | | 0.70 | | | | 4.35 | | | | 0.34 | | | | 2.09 | | | | NA | | | | 191.98 | |
EBSB | | Meridian Bancorp, Inc. | | MA | | | 13.09 | | | | 12.84 | | | | 0.95 | | | | 6.81 | | | | 0.87 | | | | 6.24 | | | | 0.51 | | | | 176.12 | |
CASH | | Meta Financial Group, Inc. | | SD | | | 10.70 | | | | 6.92 | | | | 1.30 | | | | 13.09 | | | | 1.56 | | | | 15.70 | | | | 0.03 | | | | NM | |
MSBF | | MSB Financial Corp. | | NJ | | | 14.79 | | | | 14.79 | | | | 0.46 | | | | 2.78 | | | | 0.46 | | | | 2.78 | | | | 3.18 | | | | 30.56 | |
NYCB | | New York Community Bancorp, Inc. | | NY | | | 13.93 | | | | 9.36 | | | | 0.93 | | | | 7.31 | | | | 0.90 | | | | 7.06 | | | | 0.19 | | | | 183.39 | |
NFBK | | Northfield Bancorp, Inc. | | NJ | | | 16.54 | | | | 15.67 | | | | 0.88 | | | | 5.41 | | | | 0.89 | | | | 5.50 | | | | 0.71 | | | | 96.06 | |
NWBI | | Northwest Bancshares, Inc. | | PA | | | 12.60 | | | | 9.39 | | | | 0.92 | | | | 7.48 | | | | 0.96 | | | | 7.76 | | | | 1.08 | | | | 64.99 | |
OCFC | | OceanFirst Financial Corp. | | NJ | | | 11.29 | | | | 8.51 | | | | 0.73 | | | | 6.80 | | | | 1.00 | | | | 9.32 | | | | 1.14 | | | | 32.86 | |
ORIT | | Oritani Financial Corp. | | NJ | | | 13.52 | | | | 13.52 | | | | 1.24 | | | | 8.98 | | | | 1.12 | | | | 8.13 | | | | NA | | | | NA | |
OTTW | | Ottawa Bancorp, Inc. | | IL | | | 22.03 | | | | 21.71 | | | | 0.60 | | | | 3.24 | | | | 0.62 | | | | 3.34 | | | | NA | | | | NA | |
PBHC | | Pathfinder Bancorp, Inc. | | NY | | | 7.58 | | | | 7.04 | | | | 0.47 | | | | 5.96 | | | | 0.42 | | | | 5.29 | | | | 1.21 | | | | 68.36 | |
PBBI | | PB Bancorp, Inc. | | CT | | | 16.44 | | | | 15.29 | | | | 0.37 | | | | 2.24 | | | | 0.31 | | | | 1.84 | | | | NA | | | | NA | |
PCSB | | PCSB Financial Corporation | | NY | | | 19.62 | | | | 19.24 | | | | 0.25 | | | | 2.41 | | | | 0.40 | | | | 3.92 | | | | NA | | | | NA | |
PBSK | | Poage Bankshares, Inc. | | KY | | | 14.47 | | | | 14.07 | | | | 0.32 | | | | 2.07 | | | | 0.37 | | | | 2.39 | | | | 1.90 | | | | 33.56 | |
PROV | | Provident Financial Holdings, Inc. | | CA | | | 10.68 | | | | 10.68 | | | | 0.43 | | | | 3.94 | | | | 0.49 | | | | 4.44 | | | | NA | | | | NA | |
PFS | | Provident Financial Services, Inc. | | NJ | | | 13.46 | | | | NA | | | | 0.99 | | | | 7.40 | | | | 0.99 | | | | 7.40 | | | | 0.81 | | | | 89.54 | |
PBIP | | Prudential Bancorp, Inc. | | PA | | | 15.41 | | | | 14.64 | | | | 0.24 | | | | 1.38 | | | | 0.49 | | | | 2.81 | | | | 2.01 | | | | 23.47 | |
RNDB | | Randolph Bancorp, Inc. | | MA | | | 16.41 | | | | NA | | | | -0.18 | | | | -1.01 | | | | 0.13 | | | | 0.77 | | | | 1.23 | | | | 56.98 | |
RVSB | | Riverview Bancorp, Inc. | | WA | | | 10.12 | | | | 7.80 | | | | 0.81 | | | | 7.45 | | | | 0.90 | | | | 8.26 | | | | 0.84 | | | | 115.45 | |
SVBI | | Severn Bancorp, Inc. | | MD | | | 11.58 | | | | 11.55 | | | | 0.52 | | | | 4.55 | | | | 0.52 | | | | 4.55 | | | | 2.83 | | | | 36.92 | |
SIFI | | SI Financial Group, Inc. | | CT | | | 10.59 | | | | 9.61 | | | | 0.81 | | | | 7.66 | | | | 0.58 | | | | 5.48 | | | | 0.98 | | | | 83.40 | |
TBNK | | Territorial Bancorp Inc. | | HI | | | 12.24 | | | | 12.24 | | | | 0.91 | | | | 7.41 | | | | 0.90 | | | | 7.28 | | | | 0.27 | | | | 56.53 | |
TSBK | | Timberland Bancorp, Inc. | | WA | | | 11.67 | | | | 11.13 | | | | 1.46 | | | | 13.21 | | | | 1.47 | | | | 13.32 | | | | 1.01 | | | | 177.44 | |
TRST | | TrustCo Bank Corp NY | | NY | | | 9.09 | | | | 9.08 | | | | 0.93 | | | | 10.27 | | | | 0.92 | | | | 10.20 | | | | 0.86 | | | | 114.62 | |
UCBA | | United Community Bancorp | | IN | | | 13.28 | | | | 12.84 | | | | 0.65 | | | | 4.92 | | | | 0.63 | | | | 4.82 | | | | NA | | | | NA | |
UBNK | | United Financial Bancorp, Inc. | | CT | | | 9.88 | | | | 8.27 | | | | 0.89 | | | | 8.94 | | | | 0.92 | | | | 9.26 | | | | 0.76 | | | | 89.80 | |
WSBF | | Waterstone Financial, Inc. | | WI | | | 21.63 | | | | 21.60 | | | | 1.65 | | | | 7.16 | | | | 1.66 | | | | 7.18 | | | | 1.03 | | | | 99.37 | |
WAYN | | Wayne Savings Bancshares, Inc. | | OH | | | 9.44 | | | | 9.09 | | | | 0.49 | | | | 5.30 | | | | 0.49 | | | | 5.30 | | | | NA | | | | NA | |
WCFB | | WCF Bancorp, Inc. | | IA | | | 23.38 | | | | NA | | | | 0.05 | | | | 0.25 | | | | -0.01 | | | | -0.07 | | | | NA | | | | 109.69 | |
WEBK | | Wellesley Bancorp, Inc. | | MA | | | 7.87 | | | | 7.87 | | | | 0.48 | | | | 5.87 | | | | 0.48 | | | | 5.87 | | | | NA | | | | NA | |
WBB | | Westbury Bancorp, Inc. | | WI | | | 10.03 | | | | 10.03 | | | | 0.41 | | | | 3.87 | | | | 0.38 | | | | 3.57 | | | | 0.20 | | | | 375.13 | |
WNEB | | Western New England Bancorp, Inc. | | MA | | | 12.12 | | | | 11.40 | | | | 0.61 | | | | 5.22 | | | | 0.73 | | | | 6.24 | | | | NA | | | | 65.46 | |
WSFS | | WSFS Financial Corporation | | DE | | | 10.59 | | | | 8.05 | | | | 1.07 | | | | 10.17 | | | | 1.14 | | | | 10.91 | | | | 0.86 | | | | 70.82 | |
WVFC | | WVS Financial Corp. | | PA | | | 9.40 | | | | 9.40 | | | | 0.48 | | | | 4.92 | | | | NA | | | | NA | | | | NA | | | | NA | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
MHCs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CFBI | | Community First Bancshares, Inc. (MHC) | | GA | | | 27.54 | | | | 27.54 | | | | NA | | | | NA | | | | NA | | | | NA | | | | NA | | | | NA | |
| | | | | | Pricing Ratios | | | Dividend Data (6) | |
| | | | | | Price/ | | | Price/ | | | Price/ | | | Price/ | | | Price/ | | | Div/ | | | Dividend | | | Payout | |
| | | | Earnings | | | Book | | | Assets | | | Tang Book | | | Core Earnings | | | Share | | | Yield | | | Ratio (7) | |
| | | | | | (x) | | | (%) | | | (%) | | | (%) | | | (x) | | | ($) | | | (%) | | | (%) | |
Companies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BCTF | | Bancorp 34, Inc. | | NM | | | 9.57 | | | | 94.38 | | | | 14.21 | | | | 94.85 | | | | 9.48 | | | | 0.59 | | | | 0.00 | | | | NM | |
BYBK | | Bay Bancorp, Inc. | | MD | | | 28.33 | | | | 131.43 | | | | 14.09 | | | | 136.54 | | | | 25.36 | | | | 0.00 | | | | 0.00 | | | | NM | |
BNCL | | Beneficial Bancorp, Inc. | | PA | | | 30.83 | | | | 108.99 | | | | 19.26 | | | | 130.88 | | | | 31.00 | | | | 0.24 | | | | 1.62 | | | | 50.00 | |
BHBK | | Blue Hills Bancorp, Inc. | | MA | | | 26.69 | | | | 128.11 | | | | 20.25 | | | | 131.45 | | | | 34.54 | | | | 0.20 | | | | 1.06 | | | | 46.48 | |
BOFI | | BofI Holding, Inc. | | CA | | | 12.74 | | | | 202.06 | | | | 19.72 | | | | 202.06 | | | | 12.86 | | | | NA | | | | NA | | | | NM | |
BYFC | | Broadway Financial Corporation | | CA | | | 15.56 | | | | 143.77 | | | | 15.70 | | | | 143.77 | | | | 18.11 | | | | 0.04 | | | | 0.00 | | | | NM | |
BLMT | | BSB Bancorp, Inc. | | MA | | | 18.19 | | | | 160.98 | | | | 11.53 | | | | 160.98 | | | | 18.28 | | | | NA | | | | NA | | | | NM | |
CFFN | | Capitol Federal Financial, Inc. | | KS | | | 21.27 | | | | 136.28 | | | | 20.34 | | | | 136.28 | | | | 21.27 | | | | 0.34 | | | | 2.54 | | | | 139.68 | |
CARV | | Carver Bancorp, Inc. | | NY | | | NM | | | | 164.78 | | | | 1.59 | | | | 164.78 | | | | NM | | | | 0.00 | | | | 0.00 | | | | NM | |
CHFN | | Charter Financial Corporation | | GA | | | 15.68 | | | | 116.22 | | | | 16.65 | | | | 136.88 | | | | 15.10 | | | | 0.28 | | | | 1.72 | | | | 24.04 | |
CSBK | | Clifton Bancorp Inc. | | NJ | | | 62.52 | | | �� | 120.95 | | | | 22.85 | | | | 120.95 | | | | 62.40 | | | | 0.24 | | | | 1.54 | | | | 196.00 | |
CWAY | | Coastway Bancorp, Inc. | | RI | | | 24.51 | | | | 124.89 | | | | 12.90 | | | | 124.89 | | | | 24.51 | | | | NA | | | | NA | | | | NM | |
DCOM | | Dime Community Bancshares, Inc. | | NY | | | 20.05 | | | | 121.05 | | | | 11.23 | | | | 133.89 | | | | 16.39 | | | | 0.56 | | | | 3.00 | | | | 60.22 | |
EFBI | | Eagle Financial Bancorp, Inc. | | OH | | | NA | | | | NA | | | | NA | | | | NA | | | | NA | | | | NA | | | | NA | | | | NA | |
ESBK | | Elmira Savings Bank | | NY | | | 16.00 | | | | 119.26 | | | | 11.73 | | | | 153.29 | | | | 15.93 | | | | 0.92 | | | | 4.60 | | | | 55.20 | |
EQFN | | Equitable Financial Corp. | | NE | | | 30.00 | | | | 97.71 | | | | 14.51 | | | | 97.71 | | | | 29.40 | | | | NA | | | | NA | | | | NM | |
ESSA | | ESSA Bancorp, Inc. | | PA | | | 23.02 | | | | 93.10 | | | | 9.53 | | | | 102.03 | | | | 23.25 | | | | 0.36 | | | | 2.48 | | | | 57.14 | |
FCAP | | First Capital, Inc. | | IN | | | 14.44 | | | | 130.51 | | | | 13.71 | | | | 144.30 | | | | 14.36 | | | | 0.84 | | | | 2.68 | | | | 29.03 | |
FBNK | | First Connecticut Bancorp, Inc. | | CT | | | 20.43 | | | | 140.55 | | | | 12.63 | | | | 140.55 | | | | 20.63 | | | | 0.48 | | | | 2.03 | | | | 34.48 | |
FDEF | | First Defiance Financial Corp. | | OH | | | 16.29 | | | | 134.98 | | | | 16.88 | | | | 190.06 | | | | 15.06 | | | | 1.00 | | | | 2.08 | | | | 32.88 | |
FNWB | | First Northwest Bancorp | | WA | | | 34.67 | | | | 106.82 | | | | 17.45 | | | | 106.82 | | | | 38.42 | | | | NA | | | | NA | | | | NM | |
FBC | | Flagstar Bancorp, Inc. | | MI | | | 11.92 | | | | 126.83 | | | | 11.19 | | | | 128.65 | | | | 13.37 | | | | 0.00 | | | | 0.00 | | | | NM | |
FSBW | | FS Bancorp, Inc. | | WA | | | 11.07 | | | | 164.76 | | | | 15.76 | | | | 172.18 | | | | 11.55 | | | | 0.44 | | | | 0.92 | | | | 9.77 | |
FSBC | | FSB Bancorp, Inc. | | NY | | | 28.58 | | | | 91.48 | | | | 10.11 | | | | 91.48 | | | | 29.24 | | | | NA | | | | NA | | | | NM | |
HBK | | Hamilton Bancorp, Inc. | | MD | | | NM | | | | 81.63 | | | | 9.59 | | | | 96.38 | | | | NM | | | | NA | | | | NA | | | | NM | |
HIFS | | Hingham Institution for Savings | | MA | | | 15.54 | | | | 219.58 | | | | 17.98 | | | | 219.58 | | | | 15.57 | | | | 1.28 | | | | 0.72 | | | | 13.97 | |
HMNF | | HMN Financial, Inc. | | MN | | | 16.04 | | | | 101.69 | | | | 11.04 | | | | 103.28 | | | | 15.85 | | | | 0.00 | | | | 0.00 | | | | NM | |
HFBL | | Home Federal Bancorp, Inc. of Louisiana | | LA | | | 13.87 | | | | 111.92 | | | | 12.13 | | �� | | 111.92 | | | | 13.87 | | | | 0.48 | | | | 1.81 | | | | 20.42 | |
HVBC | | HV Bancorp, Inc. | | PA | | | 25.71 | | | | 101.13 | | | | NA | | | | 101.13 | | | | NA | | | | NA | | | | NA | | | | NM | |
IROQ | | IF Bancorp, Inc. | | IL | | | 16.96 | | | | 94.80 | | | | 13.34 | | | | 94.80 | | | | 17.79 | | | | 0.16 | | | | 0.80 | | | | 13.56 | |
ISBC | | Investors Bancorp, Inc. | | NJ | | | 19.85 | | | | 126.10 | | | | 16.36 | | | | 129.62 | | | | 19.70 | | | | 0.32 | | | | 2.48 | | | | 49.23 | |
JXSB | | Jacksonville Bancorp, Inc. | | IL | | | 17.92 | | | | 111.19 | | | | 16.25 | | | | 117.73 | | | | 19.70 | | | | 0.40 | | | | 1.33 | | | | 23.81 | |
KRNY | | Kearny Financial Corp. | | NJ | | | 64.09 | | | | 112.50 | | | | 24.68 | | | | 125.42 | | | | 63.78 | | | | 0.12 | | | | 0.85 | | | | 50.00 | |
MLVF | | Malvern Bancorp, Inc. | | PA | | | 12.02 | | | | 153.00 | | | | 15.08 | | | | 153.00 | | | | 12.39 | | | | 0.11 | | | | 0.00 | | | | NM | |
MELR | | Melrose Bancorp, Inc. | | MA | | | 22.16 | | | | 104.15 | | | | 15.68 | | | | 104.15 | | | | 46.09 | | | | NA | | | | NA | | | | NM | |
EBSB | | Meridian Bancorp, Inc. | | MA | | | 21.38 | | | | 146.38 | | | | 19.16 | | | | 149.65 | | | | 23.32 | | | | 0.16 | | | | 0.94 | | | | 17.50 | |
CASH | | Meta Financial Group, Inc. | | SD | | | 13.08 | | | | 150.61 | | | | 16.12 | | | | 242.96 | | | | 10.88 | | | | 0.52 | | | | 0.75 | | | | 9.81 | |
MSBF | | MSB Financial Corp. | | NJ | | | 46.49 | | | | 131.59 | | | | 19.46 | | | | 131.59 | | | | 46.49 | | | | 0.00 | | | | 0.00 | | | | NM | |
NYCB | | New York Community Bancorp, Inc. | | NY | | | 12.98 | | | | 93.69 | | | | 12.20 | | | | 153.83 | | | | 13.45 | | | | 0.68 | | | | 5.70 | | | | 73.91 | |
NFBK | | Northfield Bancorp, Inc. | | NJ | | | 21.51 | | | | 120.13 | | | | 19.87 | | | | 128.15 | | | | 21.13 | | | | 0.32 | | | | 2.04 | | | | 43.84 | |
NWBI | | Northwest Bancshares, Inc. | | PA | | | 18.15 | | | | 132.11 | | | | 16.65 | | | | 183.74 | | | | 17.47 | | | | 0.64 | | | | 4.15 | | | | 74.12 | |
OCFC | | OceanFirst Financial Corp. | | NJ | | | 21.13 | | | | 135.75 | | | | 15.33 | | | | 185.85 | | | | 15.45 | | | | 0.60 | | | | 2.45 | | | | 51.72 | |
ORIT | | Oritani Financial Corp. | | NJ | | | 14.55 | | | | 131.59 | | | | 17.78 | | | | 131.59 | | | | 16.07 | | | | 0.70 | | | | 4.38 | | | | 109.09 | |
OTTW | | Ottawa Bancorp, Inc. | | IL | | | 32.15 | | | | 90.21 | | | | 19.87 | | | | 91.90 | | | | 31.19 | | | | 0.16 | | | | 1.17 | | | | 28.16 | |
PBHC | | Pathfinder Bancorp, Inc. | | NY | | | 18.27 | | | | 107.18 | | | | 8.07 | | | | 116.17 | | | | 20.86 | | | | 0.21 | | | | 1.37 | | | | 24.11 | |
PBBI | | PB Bancorp, Inc. | | CT | | | 39.62 | | | | 96.07 | | | | 15.79 | | | | 104.68 | | | | 47.82 | | | | 0.16 | | | | 1.55 | | | | 53.85 | |
PCSB | | PCSB Financial Corporation | | NY | | | NA | | | | 112.04 | | | | 21.98 | | | | 114.77 | | | | NA | | | | NA | | | | NA | | | | NA | |
PBSK | | Poage Bankshares, Inc. | | KY | | | 44.51 | | | | 97.10 | | | | 14.05 | | | | 100.30 | | | | 38.47 | | | | 0.24 | | | | 1.32 | | | | 63.41 | |
PROV | | Provident Financial Holdings, Inc. | | CA | | | 29.45 | | | | 113.40 | | | | 12.11 | | | | 113.40 | | | | 26.13 | | | | 0.56 | | | | 2.97 | | | | 82.81 | |
PFS | | Provident Financial Services, Inc. | | NJ | | | 16.81 | | | | 127.02 | | | | 17.09 | | | | 192.54 | | | | 16.56 | | | | 0.80 | | | | 3.26 | | | | 52.05 | |
PBIP | | Prudential Bancorp, Inc. | | PA | | | NM | | | | 120.02 | | | | 18.50 | | | | 127.53 | | | | 40.37 | | | | 0.12 | | | | 0.67 | | | | 54.55 | |
RNDB | | Randolph Bancorp, Inc. | | MA | | | NM | | | | 103.37 | | | | 16.96 | | | | NA | | | | 131.95 | | | | NA | | | | NA | | | | NM | |
RVSB | | Riverview Bancorp, Inc. | | WA | | | 21.22 | | | | 155.24 | | | | 15.72 | | | | 206.68 | | | | 19.15 | | | | 0.09 | | | | 1.15 | | | | 22.30 | |
SVBI | | Severn Bancorp, Inc. | | MD | | | 28.80 | | | | 100.85 | | | | 11.31 | | | | 101.24 | | | | 28.80 | | | | 0.00 | | | | 0.00 | | | | NM | |
SIFI | | SI Financial Group, Inc. | | CT | | | 13.25 | | | | 101.63 | | | | 10.76 | | | | 113.14 | | | | 18.59 | | | | 0.20 | | | | 1.42 | | | | 17.92 | |
TBNK | | Territorial Bancorp Inc. | | HI | | | 15.52 | | | | 117.94 | | | | 14.43 | | | | 117.94 | | | | 15.80 | | | | 0.80 | | | | 2.83 | | | | 59.34 | |
TSBK | | Timberland Bancorp, Inc. | | WA | | | 14.78 | | | | 181.13 | | | | 21.13 | | | | 191.07 | | | | 14.67 | | | | 0.44 | | | | 1.64 | | | | 27.62 | |
TRST | | TrustCo Bank Corp NY | | NY | | | 16.67 | | | | 167.41 | | | | 15.22 | | | | 167.61 | | | | 16.78 | | | | 0.26 | | | | 3.37 | | | | 56.09 | |
UCBA | | United Community Bancorp | | IN | | | 22.62 | | | | 112.09 | | | | 14.88 | | | | 116.53 | | | | 23.09 | | | | 0.40 | | | | 2.11 | | | | 36.90 | |
UBNK | | United Financial Bancorp, Inc. | | CT | | | 14.53 | | | | 125.97 | | | | 12.45 | | | | 153.12 | | | | 14.04 | | | | 0.48 | | | | 2.85 | | | | 41.38 | |
WSBF | | Waterstone Financial, Inc. | | WI | | | 16.60 | | | | 127.49 | | | | 27.58 | | | | 127.68 | | | | 16.56 | | | | 0.48 | | | | 2.73 | | | | 88.68 | |
WAYN | | Wayne Savings Bancshares, Inc. | | OH | | | 21.38 | | | | 113.14 | | | | 10.69 | | | | 117.96 | | | | 21.38 | | | | 0.36 | | | | 2.11 | | | | 45.00 | |
WCFB | | WCF Bancorp, Inc. | | IA | | | NM | | | | 89.55 | | | | 20.94 | | | | NA | | | | NM | | | | 0.20 | | | | 1.97 | | | | 666.67 | |
WEBK | | Wellesley Bancorp, Inc. | | MA | | | 18.42 | | | | 108.16 | | | | 8.52 | | | | 108.16 | | | | 18.42 | | | | 0.20 | | | | 0.80 | | | | 9.56 | |
WBB | | Westbury Bancorp, Inc. | | WI | | | 25.38 | | | | 100.05 | | | | 10.03 | | | | 100.05 | | | | 27.50 | | | | NA | | | | NA | | | | NM | |
WNEB | | Western New England Bancorp, Inc. | | MA | | | 24.00 | | | | 118.74 | | | | 14.39 | | | | 127.21 | | | | 19.39 | | | | 0.12 | | | | 1.25 | | | | 30.00 | |
WSFS | | WSFS Financial Corporation | | DE | | | 19.84 | | | | 189.88 | | | | 20.11 | | | | 257.11 | | | | 18.47 | | | | 0.28 | | | | 0.64 | | | | 12.73 | |
WVFC | | WVS Financial Corp. | | PA | | | 18.27 | | | | 96.65 | | | | 9.08 | | | | 96.65 | | | | NA | | | | 0.24 | | | | 1.51 | | | | 29.89 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
MHCs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CFBI | | Community First Bancshares, Inc. (MHC) | | GA | | | NA | | | | 124.86 | | | | 34.39 | | | | 124.86 | | | | NA | | | | NA | | | | NA | | | | NA | |
Exhibit IV-1B
Weekly Thrift Market Line - Part Two
Prices As of August 18, 2017
| | | | | | Key Financial Ratios | | | Asset Quality Ratios | |
| | | | | | Equity/ | | | Tang Equity/ | | | Reported Earnings | | | Core Earnings | | | NPAs/ | | | Rsvs/ | |
| | | | Assets(1) | | | Assets(1) | | | ROA(5) | | | ROE(5) | | | ROA(5) | | | ROE(5) | | | Assets | | | NPLs | |
| | | | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Companies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
GCBC | | Greene County Bancorp, Inc. (MHC) | | NY | | | 8.50 | | | | 8.50 | | | | 1.22 | | | | 14.23 | | | | NA | | | | NA | | | | NA | | | | NA | |
HONE | | HarborOne Bancorp, Inc. (MHC) | | MA | | | 12.79 | | | | 12.34 | | | | 0.51 | | | | 3.76 | | | | 0.51 | | | | 3.78 | | | | 1.70 | | | | 39.39 | |
KFFB | | Kentucky First Federal Bancorp (MHC) | | KY | | | 22.03 | | | | 18.14 | | | | 0.37 | | | | 1.63 | | | | 0.36 | | | | 1.57 | | | | NA | | | | NA | |
LSBK | | Lake Shore Bancorp, Inc. (MHC) | | NY | | | 15.33 | | | | 15.33 | | | | 0.57 | | | | 3.57 | | | | 0.52 | | | | 3.26 | | | | 0.90 | | | | 75.25 | |
MGYR | | Magyar Bancorp, Inc. (MHC) | | NJ | | | 8.28 | | | | 8.28 | | | | 0.22 | | | | 2.69 | | | | 0.22 | | | | 2.69 | | | | NA | | | | NA | |
OFED | | Oconee Federal Financial Corp. (MHC) | | SC | | | 17.76 | | | | NA | | | | 1.14 | | | | 6.53 | | | | NA | | | | NA | | | | NA | | | | NA | |
PVBC | | Provident Bancorp, Inc. (MHC) | | MA | | | 12.91 | | | | 12.91 | | | | 0.86 | | | | 6.18 | | | | 0.76 | | | | 5.49 | | | | NA | | | | NA | |
TFSL | | TFS Financial Corporation (MHC) | | OH | | | 12.40 | | | | 12.34 | | | | 0.68 | | | | 5.27 | | | | NA | | | | NA | | | | 1.41 | | | | 29.67 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Under Acquisition | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ANCB | | Anchor Bancorp | | WA | | | 14.24 | | | | 14.24 | | | | 0.53 | | | | 3.65 | | | | 0.58 | | | | 4.06 | | | | NA | | | | NA | |
ASBB | | ASB Bancorp, Inc. | | NC | | | 12.01 | | | | 12.01 | | | | 0.17 | | | | 1.49 | | | | 0.82 | | | | 7.05 | | | | 0.91 | | | | 312.78 | |
AF | | Astoria Financial Corporation | | NY | | | 12.29 | | | | 11.13 | | | | 0.46 | | | | 3.91 | | | | 0.49 | | | | 4.13 | | | | 1.63 | | | | 36.93 | |
BKMU | | Bank Mutual Corporation | | WI | | | 10.72 | | | | 10.72 | | | | 0.62 | | | | 5.67 | | | | 0.62 | | | | 5.69 | | | | 0.42 | | | | 210.09 | |
SBCP | | Sunshine Bancorp, Inc. | | FL | | | 12.19 | | | | 10.10 | | | | 0.40 | | | | 3.21 | | | | 0.66 | | | | 5.26 | | | | 0.14 | | | | 281.87 | |
WBKC | | Wolverine Bancorp, Inc. | | MI | | | 16.12 | | | | 16.12 | | | | 1.23 | | | | 7.71 | | | | 1.23 | | | | 7.71 | | | | 1.27 | | | | 155.00 | |
| | | | | | Pricing Ratios | | | Dividend Data (6) | |
| | | | | | Price/ | | | Price/ | | | Price/ | | | Price/ | | | Price/ | | | Div/ | | | Dividend | | | Payout | |
| | | | Earnings | | | Book | | | Assets | | | Tang Book | | | Core Earnings | | | Share | | | Yield | | | Ratio (7) | |
| | | | | | (x) | | | (%) | | | (%) | | | (%) | | | (x) | | | ($) | | | (%) | | | (%) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Companies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
GCBC | | Greene County Bancorp, Inc. (MHC) | | NY | | | 18.51 | | | | 246.87 | | | | 20.99 | | | | 246.87 | | | | NA | | | | 0.39 | | | | 1.61 | | | | 29.20 | |
HONE | | HarborOne Bancorp, Inc. (MHC) | | MA | | | 46.03 | | | | 171.27 | | | | 21.91 | | | | 178.45 | | | | 45.82 | | | | NA | | | | NA | | | | NM | |
KFFB | | Kentucky First Federal Bancorp (MHC) | | KY | | | 69.96 | | | | 123.00 | | | | 27.10 | | | | 156.83 | | | | 72.56 | | | | 0.40 | | | | 4.08 | | | | 285.71 | |
LSBK | | Lake Shore Bancorp, Inc. (MHC) | | NY | | | 34.13 | | | | 123.77 | | | | 18.97 | | | | 123.77 | | | | 37.33 | | | | 0.32 | | | | 2.04 | | | | 67.39 | |
MGYR | | Magyar Bancorp, Inc. (MHC) | | NJ | | | 56.59 | | | | 149.04 | | | | 12.33 | | | | 149.04 | | | | 56.59 | | | | NA | | | | NA | | | | NM | |
OFED | | Oconee Federal Financial Corp. (MHC) | | SC | | | 30.04 | | | | 194.41 | | | | NA | | | | 202.06 | | | | NA | | | | 0.40 | | | | 1.40 | | | | 42.11 | |
PVBC | | Provident Bancorp, Inc. (MHC) | | MA | | | 27.93 | | | | 177.03 | | | | 22.85 | | | | 177.03 | | | | 31.50 | | | | NA | | | | NA | | | | NM | |
TFSL | | TFS Financial Corporation (MHC) | | OH | | | 48.81 | | | | 254.21 | | | | 31.53 | | | | 255.70 | | | | NA | | | | 0.50 | | | | 3.30 | | | | 161.29 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Under Acquisition | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ANCB | | Anchor Bancorp | | WA | | | 25.93 | | | | 95.66 | | | | 13.62 | | | | 95.66 | | | | 23.31 | | | | NA | | | | NA | | | | NM | |
ASBB | | ASB Bancorp, Inc. | | NC | | | NM | | | | 172.15 | | | | 20.68 | | | | 172.15 | | | | 24.01 | | | | NA | | | | NA | | | | NM | |
AF | | Astoria Financial Corporation | | NY | | | 32.88 | | | | 120.54 | | | | 13.84 | | | | 136.21 | | | | 30.87 | | | | 0.16 | | | | 0.84 | | | | 27.59 | |
BKMU | | Bank Mutual Corporation | | WI | | | 25.42 | | | | 144.61 | | | | 15.50 | | | | 144.61 | | | | 25.35 | | | | 0.22 | | | | 2.40 | | | | 61.11 | |
SBCP | | Sunshine Bancorp, Inc. | | FL | | | 55.03 | | | | 147.75 | | | | 18.01 | | | | 182.45 | | | | 27.75 | | | | NA | | | | NA | | | | NM | |
WBKC | | Wolverine Bancorp, Inc. | | MI | | | 16.54 | | | | 134.36 | | | | 21.66 | | | | 134.36 | | | | 16.54 | | | | 1.60 | | | | 4.03 | | | | 100.00 | |
| (1) | Average of High/Low or Bid/Ask price per share. |
| (2) | Or since offering price if converted of first listed in the past 52 weeks. Percent change figures are actual year-to-date and are not annualized. |
| (3) | EPS (earnings per share) is based on actual trailing 12 month data and is not shown on a pro forma basis. |
| (4) | Exludes intangibles (such as goodwill, value of core deposits, etc.). |
| (5) | 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. |
| (6) | Annualized based on last regular quarterly cash dividend announcement. |
| (7) | Indicated dividend as a percent of trailing 12 month earnings. |
| (8) | Excluded from averages due to actual or rumored acquisition activities or unusual operating characteristics. |
| (9) | For MHC institutions, market value reflects share price multiplied by public (non-MHC) shares. |
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) 2017 by RP® Financial, LC.
EXHIBIT IV-2
SSB Bank
Historical Stock Price Indices
Exhibit IV-2
Historical Stock Price Indices(1)
| | | | | | | | | | | | | SNL | | | SNL | |
| | | | | | | | | | NASDAQ | | | Thrift | | | Bank | |
Year/Qtr. Ended | | DJIA | | | S&P 500 | | | Composite | | | Index | | | Index | |
| | | | | | | | | | | | | | | | | |
2008: | | Quarter 1 | | | 12262.9 | | | | 1322.7 | | | | 2279.1 | | | | 1001.5 | | | | 442.5 | |
| | Quarter 2 | | | 11350.0 | | | | 1280.0 | | | | 2293.0 | | | | 822.6 | | | | 332.2 | |
| | Quarter 3 | | | 10850.7 | | | | 1166.4 | | | | 2082.3 | | | | 760.1 | | | | 414.8 | |
| | Quarter 4 | | | 8776.4 | | | | 903.3 | | | | 1577.0 | | | | 653.9 | | | | 268.3 | |
| | | | | | | | | | | | | | | | | | | | | | |
2009: | | Quarter 1 | | | 7608.9 | | | | 797.9 | | | | 1528.6 | | | | 542.8 | | | | 170.1 | |
| | Quarter 2 | | | 8447.0 | | | | 919.3 | | | | 1835.0 | | | | 538.8 | | | | 227.6 | |
| | Quarter 3 | | | 9712.3 | | | | 1057.1 | | | | 2122.4 | | | | 561.4 | | | | 282.9 | |
| | Quarter 4 | | | 10428.1 | | | | 1115.1 | | | | 2269.2 | | | | 587.0 | | | | 260.8 | |
| | | | | | | | | | | | | | | | | | | | | | |
2010: | | Quarter 1 | | | 10856.6 | | | | 1169.4 | | | | 2398.0 | | | | 626.3 | | | | 301.1 | |
| | Quarter 2 | | | 9744.0 | | | | 1030.7 | | | | 2109.2 | | | | 564.5 | | | | 257.2 | |
| | Quarter 3 | | | 9744.0 | | | | 1030.7 | | | | 2109.2 | | | | 564.5 | | | | 257.2 | |
| | Quarter 4 | | | 11577.5 | | | | 1257.6 | | | | 2652.9 | | | | 592.2 | | | | 290.1 | |
| | | | | | | | | | | | | | | | | | | | | | |
2011: | | Quarter 1 | | | 12319.7 | | | | 1325.8 | | | | 2781.1 | | | | 578.1 | | | | 293.1 | |
| | Quarter 2 | | | 12414.3 | | | | 1320.6 | | | | 2773.5 | | | | 540.8 | | | | 266.8 | |
| | Quarter 3 | | | 10913.4 | | | | 1131.4 | | | | 2415.4 | | | | 443.2 | | | | 198.9 | |
| | Quarter 4 | | | 12217.6 | | | | 1257.6 | | | | 2605.2 | | | | 481.4 | | | | 221.3 | |
| | | | | | | | | | | | | | | | | | | | | | |
2012: | | Quarter 1 | | | 13212.0 | | | | 1408.5 | | | | 3091.6 | | | | 529.3 | | | | 284.9 | |
| | Quarter 2 | | | 12880.1 | | | | 1362.2 | | | | 2935.1 | | | | 511.6 | | | | 257.3 | |
| | Quarter 3 | | | 13437.1 | | | | 1440.7 | | | | 3116.2 | | | | 557.6 | | | | 276.8 | |
| | Quarter 4 | | | 13104.1 | | | | 1426.2 | | | | 3019.5 | | | | 565.8 | | | | 292.7 | |
| | | | | | | | | | | | | | | | | | | | | | |
2013: | | Quarter 1 | | | 14578.5 | | | | 1569.2 | | | | 3267.5 | | | | 602.3 | | | | 318.9 | |
| | Quarter 2 | | | 14909.6 | | | | 1606.3 | | | | 3404.3 | | | | 625.3 | | | | 346.7 | |
| | Quarter 3 | | | 15129.7 | | | | 1681.6 | | | | 3771.5 | | | | 650.8 | | | | 354.4 | |
| | Quarter 4 | | | 16576.7 | | | | 1848.4 | | | | 4176.6 | | | | 706.5 | | | | 394.4 | |
| | | | | | | | | | | | | | | | | | | | | | |
2014: | | Quarter 1 | | | 16457.7 | | | | 1872.3 | | | | 4199.0 | | | | 718.9 | | | | 410.8 | |
| | Quarter 2 | | | 16826.6 | | | | 1960.2 | | | | 4408.2 | | | | 723.9 | | | | 405.2 | |
| | Quarter 3 | | | 17042.9 | | | | 1972.3 | | | | 4493.4 | | | | 697.7 | | | | 411.0 | |
| | Quarter 4 | | | 17823.1 | | | | 2058.9 | | | | 4736.1 | | | | 738.7 | | | | 432.8 | |
| | | | | | | | | | | | | | | | | | | | | | |
2015: | | Quarter 1 | | | 17776.1 | | | | 2067.9 | | | | 4900.9 | | | | 749.3 | | | | 418.8 | |
| | Quarter 2 | | | 17619.5 | | | | 2063.1 | | | | 4986.9 | | | | 795.7 | | | | 448.4 | |
| | Quarter 3 | | | 16284.7 | | | | 1920.0 | | | | 4620.2 | | | | 811.7 | | | | 409.4 | |
| | Quarter 4 | | | 17425.0 | | | | 2043.9 | | | | 5007.4 | | | | 809.1 | | | | 431.5 | |
| | | | | | | | | | | | | | | | | | | | | | |
2016: | | Quarter 1 | | | 17685.1 | | | | 2059.7 | | | | 4869.9 | | | | 788.1 | | | | 381.4 | |
| | Quarter 2 | | | 17930.0 | | | | 2098.9 | | | | 4842.7 | | | | 780.9 | | | | 385.6 | |
| | Quarter 3 | | | 18308.2 | | | | 2168.3 | | | | 5312.0 | | | | 827.2 | | | | 413.7 | |
| | Quarter 4 | | | 19762.6 | | | | 2238.8 | | | | 5383.1 | | | | 966.7 | | | | 532.7 | |
| | | | | | | | | | | | | | | | | | | | | | |
2017: | | Quarter 1 | | | 20663.2 | | | | 2362.7 | | | | 5911.7 | | | | 918.9 | | | | 535.8 | |
| | Quarter 2 | | | 21349.6 | | | | 2423.4 | | | | 6140.4 | | | | 897.1 | | | | 552.4 | |
As of August 18, 2017 | | | 21674.5 | | | | 2425.6 | | | | 6216.5 | | | | 862.9 | | | | 535.3 | |
(1) End of period data.
Sources: SNL Financial and The Wall Street Journal.
EXHIBIT IV-3
SSB Bank
Historical Thrift Stock Indices
Index Values
Industry:Savings Bank/Thrift/Mutual
Geography:United States and Canada
| | | | | Last | | Change (%) | | | Price / Earnings | |
| | Close | | | Update | | 1 Day | | | 1 Week | | | MTD | | | QTD | | | YTD | | | 1 Year | | | 3 Years | | | (x) | |
SNL Custom** Indexes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SNL Banking Indexes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SNL U.S. Bank and Thrift | | | 515.18 | | | 8/11/2017 | | | (0.68 | ) | | | (3.41 | ) | | | (2.54 | ) | | | (2.46 | ) | | | 0.86 | | | | 30.92 | | | | 37.04 | | | | 15.3 | |
SNL U.S. Thrift | | | 868.26 | | | 8/11/2017 | | | (0.91 | ) | | | (3.71 | ) | | | (4.58 | ) | | | (3.21 | ) | | | (10.18 | ) | | | 7.13 | | | | 23.13 | | | | 24.2 | |
SNL TARP Participants | | | 81.87 | | | 8/11/2017 | | | 0.52 | | | | (3.58 | ) | | | (3.72 | ) | | | (1.98 | ) | | | (10.82 | ) | | | 29.35 | | | | 7.97 | | | | 12.3 | |
S&P 500 Bank | | | 294.12 | | | 8/11/2017 | | | (0.70 | ) | | | (3.11 | ) | | | (1.88 | ) | | | (1.72 | ) | | | 3.47 | | | | 35.20 | | | | 38.17 | | | | NA | |
NASDAQ Bank | | | 3,569.16 | | | 8/11/2017 | | | (0.92 | ) | | | (4.66 | ) | | | (4.39 | ) | | | (4.97 | ) | | | (7.35 | ) | | | 23.47 | | | | 43.19 | | | | NA | |
SNL Asset Size Indexes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SNL U.S. Thrift < $250M | | | 1,315.83 | | | 8/11/2017 | | | 0.21 | | | | (0.57 | ) | | | 0.25 | | | | 5.43 | | | | 10.71 | | | | 20.00 | | | | 24.19 | | | | 31.2 | |
SNL U.S. Thrift $250M-$500M | | | 6,243.68 | | | 8/11/2017 | | | 0.19 | | | | (0.45 | ) | | | (0.70 | ) | | | (1.31 | ) | | | 5.29 | | | | 21.64 | | | | 46.95 | | | | 28.0 | |
SNL U.S. Thrift < $500M | | | 2,136.99 | | | 8/11/2017 | | | 0.20 | | | | (0.47 | ) | | | (0.56 | ) | | | (0.48 | ) | | | 5.89 | | | | 21.74 | | | | 47.19 | | | | 28.3 | |
SNL U.S. Thrift $500M-$1B | | | 3,141.02 | | | 8/11/2017 | | | (0.70 | ) | | | (1.43 | ) | | | (0.92 | ) | | | (1.43 | ) | | | 12.82 | | | | 35.60 | | | | 75.71 | | | | 27.0 | |
SNL U.S. Thrift $1B-$5B | | | 3,338.17 | | | 8/11/2017 | | | (1.20 | ) | | | (3.73 | ) | | | (4.23 | ) | | | (5.09 | ) | | | (8.58 | ) | | | 17.05 | | | | 46.74 | | | | 27.1 | |
SNL U.S. Thrift $5B-$10B | | | 952.17 | | | 8/11/2017 | | | (1.46 | ) | | | (3.97 | ) | | | (5.47 | ) | | | (1.05 | ) | | | (12.56 | ) | | | 12.94 | | | | 28.12 | | | | 19.2 | |
SNL U.S. Thrift > $10B | | | 149.95 | | | 8/11/2017 | | | (0.46 | ) | | | (4.03 | ) | | | (4.94 | ) | | | (3.82 | ) | | | (12.81 | ) | | | (3.55 | ) | | | 4.01 | | | | 25.1 | |
SNL Market Cap Indexes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SNL Micro Cap U.S. Thrift | | | 1,086.90 | | | 8/11/2017 | | | (0.45 | ) | | | (0.92 | ) | | | (0.64 | ) | | | (0.27 | ) | | | 7.52 | | | | 24.95 | | | | 52.33 | | | | 24.7 | |
SNL Micro Cap U.S. Bank & Thrift | | | 747.97 | | | 8/11/2017 | | | (0.32 | ) | | | (0.90 | ) | | | (0.79 | ) | | | (0.05 | ) | | | 10.32 | | | | 28.50 | | | | 53.80 | | | | 18.3 | |
SNL Small Cap U.S. Thrift | | | 732.18 | | | 8/11/2017 | | | (1.16 | ) | | | (4.34 | ) | | | (5.04 | ) | | | (4.89 | ) | | | (9.26 | ) | | | 17.89 | | | | 44.72 | | | | 21.3 | |
SNL Small Cap U.S. Bank & Thrift | | | 648.57 | | | 8/11/2017 | | | (0.94 | ) | | | (3.79 | ) | | | (5.12 | ) | | | (4.77 | ) | | | (5.90 | ) | | | 24.55 | | | | 52.50 | | | | 19.4 | |
SNL Mid Cap U.S. Thrift | | | 341.69 | | | 8/11/2017 | | | (0.82 | ) | | | (3.39 | ) | | | (4.33 | ) | | | (1.67 | ) | | | (8.88 | ) | | | 10.39 | | | | 23.47 | | | | 27.9 | |
SNL Mid Cap U.S. Bank & Thrift | | | 390.58 | | | 8/11/2017 | | | (0.92 | ) | | | (4.86 | ) | | | (4.77 | ) | | | (5.55 | ) | | | (10.34 | ) | | | 17.80 | | | | 36.71 | | | | 18.9 | |
SNL Large Cap U.S. Thrift | | | 125.46 | | | 8/11/2017 | | | (0.73 | ) | | | (5.12 | ) | | | (6.93 | ) | | | (6.93 | ) | | | (23.39 | ) | | | (19.46 | ) | | | (11.64 | ) | | | 13.3 | |
SNL Large Cap U.S. Bank & Thrift | | | 338.32 | | | 8/11/2017 | | | (0.62 | ) | | | (3.17 | ) | | | (2.06 | ) | | | (1.82 | ) | | | 3.03 | | | | 33.36 | | | | 35.97 | | | | 14.5 | |
SNL Geographic Indexes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SNL Mid-Atlantic U.S. Thrift | | | 3,204.71 | | | 8/11/2017 | | | (0.83 | ) | | | (4.06 | ) | | | (4.87 | ) | | | (4.28 | ) | | | (12.42 | ) | | | 6.40 | | | | 13.88 | | | | 22.5 | |
SNL Midwest U.S. Thrift | | | 2,949.63 | | | 8/11/2017 | | | (0.86 | ) | | | (3.63 | ) | | | (4.74 | ) | | | (3.74 | ) | | | (12.73 | ) | | | (3.48 | ) | | | 30.89 | | | | 30.0 | |
SNL New England U.S. Thrift | | | 2,919.78 | | | 8/11/2017 | | | (1.31 | ) | | | (4.24 | ) | | | (4.46 | ) | | | (3.06 | ) | | | (4.43 | ) | | | 24.68 | | | | 52.75 | | | | 23.4 | |
SNL Southeast U.S. Thrift | | | 411.07 | | | 8/11/2017 | | | (0.66 | ) | | | (2.68 | ) | | | (4.07 | ) | | | (3.23 | ) | | | 1.87 | | | | 7.97 | | | | 18.04 | | | | 32.3 | |
SNL Southwest U.S. Thrift | | | 825.30 | | | 8/11/2017 | | | 0.04 | | | | (0.53 | ) | | | (1.01 | ) | | | (0.48 | ) | | | 4.71 | | | | 21.55 | | | | 41.42 | | | | 11.9 | |
SNL Western U.S. Thrift | | | 142.40 | | | 8/11/2017 | | | (1.16 | ) | | | (0.44 | ) | | | (1.90 | ) | | | 8.68 | | | | (1.28 | ) | | | 39.63 | | | | 50.14 | | | | 16.3 | |
SNL Stock Exchange Indexes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SNL U.S. Thrift NYSE | | | 132.56 | | | 8/11/2017 | | | (0.50 | ) | | | (4.63 | ) | | | (6.01 | ) | | | (4.61 | ) | | | (11.73 | ) | | | (0.43 | ) | | | 2.24 | | | | 17.0 | |
SNL U.S. Thrift NASDAQ | | | 2,597.13 | | | 8/11/2017 | | | (1.05 | ) | | | (3.39 | ) | | | (4.07 | ) | | | (2.72 | ) | | | (9.59 | ) | | | 10.49 | | | | 33.03 | | | | 26.7 | |
SNL U.S. Thrift Pink | | | 314.51 | | | 8/11/2017 | | | 0.49 | | | | 0.45 | | | | 0.47 | | | | 1.40 | | | | 8.29 | | | | 19.87 | | | | 51.39 | | | | 20.9 | |
SNL Other Indexes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SNL U.S. Thrift MHCs | | | 5,406.99 | | | 8/11/2017 | | | (1.28 | ) | | | (4.00 | ) | | | (5.26 | ) | | | (3.94 | ) | | | (16.35 | ) | | | (10.31 | ) | | | 15.30 | | | | 46.1 | |
Broad Market Indexes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DJIA | | | 21,858.32 | | | 8/11/2017 | | | 0.07 | | | | (1.06 | ) | | | (0.15 | ) | | | 2.38 | | | | 10.60 | | | | 17.43 | | | | 31.92 | | | | NA | |
S&P 500 | | | 2,441.32 | | | 8/11/2017 | | | 0.13 | | | | (1.43 | ) | | | (1.17 | ) | | | 0.74 | | | | 9.04 | | | | 11.69 | | | | 26.04 | | | | NA | |
S&P Mid-Cap | | | 1,711.05 | | | 8/11/2017 | | | 0.19 | | | | (2.31 | ) | | | (2.82 | ) | | | (2.04 | ) | | | 3.04 | | | | 9.68 | | | | 23.48 | | | | NA | |
S&P Small-Cap | | | 831.01 | | | 8/11/2017 | | | (0.04 | ) | | | (2.76 | ) | | | (3.78 | ) | | | (2.90 | ) | | | (0.83 | ) | | | 11.53 | | | | 26.34 | | | | NA | |
Source: S&P Global Market Intelligence | Page 1 of 2
Index Values
S&P 500 Financials | | | 409.51 | | | 8/11/2017 | | | (0.53 | ) | | | (2.70 | ) | | | (1.60 | ) | | | (0.02 | ) | | | 5.95 | | | | 27.14 | | | | 35.84 | | | | NA | |
SNL U.S. Financial Institutions | | | 890.55 | | | 8/11/2017 | | | (0.49 | ) | | | (2.83 | ) | | | (1.93 | ) | | | (0.49 | ) | | | 5.29 | | | | 27.60 | | | | 35.78 | | | | 17.1 | |
MSCI US IMI Financials | | | 1,512.01 | | | 8/11/2017 | | | (0.53 | ) | | | (2.78 | ) | | | (1.93 | ) | | | (0.43 | ) | | | 4.75 | | | | 25.53 | | | | 35.61 | | | | NA | |
NASDAQ | | | 6,256.56 | | | 8/11/2017 | | | 0.64 | | | | (1.50 | ) | | | (1.44 | ) | | | 1.89 | | | | 16.23 | | | | 19.66 | | | | 42.15 | | | | NA | |
NASDAQ Finl | | | 4,101.53 | | | 8/11/2017 | | | (0.41 | ) | | | (3.06 | ) | | | (2.68 | ) | | | (1.50 | ) | | | 2.60 | | | | 21.23 | | | | 38.24 | | | | NA | |
NYSE | | | 11,763.21 | | | 8/11/2017 | | | (0.07 | ) | | | (1.85 | ) | | | (1.71 | ) | | | 0.01 | | | | 6.39 | | | | 8.56 | | | | 9.70 | | | | NA | |
Russell 1000 | | | 1,351.33 | | | 8/11/2017 | | | 0.15 | | | | (1.49 | ) | | | (1.26 | ) | | | 0.58 | | | | 8.83 | | | | 11.63 | | | | 25.15 | | | | NA | |
Russell 2000 | | | 1,374.23 | | | 8/11/2017 | | | 0.12 | | | | (2.70 | ) | | | (3.57 | ) | | | (2.91 | ) | | | 1.26 | | | | 11.81 | | | | 20.34 | | | | NA | |
Russell 3000 | | | 1,441.34 | | | 8/11/2017 | | | 0.15 | | | | (1.58 | ) | | | (1.44 | ) | | | 0.31 | | | | 8.23 | | | | 11.64 | | | | 24.75 | | | | NA | |
S&P TSX Composite | | | 15,119.91 | | | 8/14/2017 | | | 0.58 | | | | (0.90 | ) | | | (0.16 | ) | | | (0.41 | ) | | | (1.10 | ) | | | 2.53 | | | | (1.12 | ) | | | NA | |
MSCI AC World (USD) | | | 471.33 | | | 8/11/2017 | | | (0.26 | ) | | | (1.62 | ) | | | (1.31 | ) | | | 1.34 | | | | 11.73 | | | | 12.00 | | | | 12.21 | | | | NA | |
MSCI World (USD) | | | 1,937.73 | | | 8/11/2017 | | | (0.13 | ) | | | (1.53 | ) | | | (1.19 | ) | | | 1.11 | | | | 10.65 | | | | 11.63 | | | | 13.88 | | | | NA | |
Bermuda Royal Gazette/BSX | | | 2,046.02 | | | 8/11/2017 | | | 0.11 | | | | (0.32 | ) | | | (0.24 | ) | | | 1.19 | | | | 6.35 | | | | 52.81 | | | | 46.93 | | | | NA | |
Intraday data is available for certain exchanges. In all cases, the data is at least 15 minutes delayed.
** - Non-publicly traded institutions and institutions outside of your current subscription are not included in custom indexes. Custom indexes including foreign institutions do not take into account currency translations. Data is as of the previous close.
All SNL indexes are market-value weighted; i.e., an institution's effect on an index is proportional to that institution's market capitalization.
Source: MSCI. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices or any securities or financial products.
Mid-Atlantic: DE, DC, MD, NJ, NY, PA, PR | Midwest: IA, IN, IL, KS, KY, MI, MN, MO, ND, NE, OH, SD, WI |
| |
New England: CT, ME, MA, NH, RI, VT | Southeast: AL, AR, FL, GA, MS, NC, SC, TN, VA, WV |
| |
Southwest: CO, LA, NM, OK, TX, UT | West: AZ, AK, CA, HI, ID, MT, NV, OR, WA, WY |
Source: S&P Global Market Intelligence | Page 2 of 2
EXHIBIT IV-4
SSB Bank
Market Area Acquisition Activity
Exhibit IV-4
Pennsylvania Thrift Acquisitions 2005-Present
| | | | | | | | | | | | Target Financials at Announcement | |
| | | | | | | | | | | | Total | | | | | | | | | LTM | | | LTM | | | NPAs/ | | | Rsrvs/ | |
Announce | | Complete | | | | | | | | | | Assets | | | E/A | | | TE/A | | | ROAA | | | ROAE | | | Assets | | | NPLs | |
Date | | Date | | Buyer Short Name | | | | Target Name | | | | ($000) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
06/02/2016 | | 01/01/2017 | | Prudential Bancorp Inc. | | PA | | Polonia Bancorp, Inc. | | PA | | | 287,731 | | | | 13.02 | | | | 13.02 | | | | -0.19 | | | | -1.40 | | | | NA | | | | NA | |
04/04/2016 | | 10/01/2016 | | DNB Financial Corp. | | PA | | East River Bank | | PA | | | 311,418 | | | | 9.94 | | | | 9.94 | | | | 0.76 | | | | 7.68 | | | | 0.90 | | | | 148.87 | |
12/30/2015 | | 04/30/2016 | | Emclaire Financial Corp. | | PA | | United-American Savings Bank | | PA | | | 90,717 | | | | 8.73 | | | | 8.73 | | | | 0.75 | | | | 8.87 | | | | 1.26 | | | | 37.63 | |
12/08/2015 | | 07/01/2016 | | Univest Corp. of Pennsylvania | | PA | | Fox Chase Bancorp, Inc. | | PA | | | 1,098,797 | | | | 16.02 | | | | 16.02 | | | | 0.91 | | | | 5.62 | | | | 1.11 | | | | 112.81 | |
10/22/2015 | | 04/14/2016 | | Beneficial Bancorp Inc | | PA | | Conestoga Bank | | PA | | | 719,013 | | | | 8.70 | | | | 8.70 | | | | 0.59 | | | | 6.75 | | | | 0.92 | | | | 133.46 | |
09/03/2015 | | 01/08/2016 | | NexTier Inc. | | PA | | Eureka Financial Corporation | | PA | | | 154,626 | | | | 15.15 | | | | 15.15 | | | | 1.01 | | | | 6.78 | | | | 0.54 | | | | 473.84 | |
03/03/2015 | | 10/09/2015 | | WSFS Financial Corp. | | DE | | Alliance Bancorp, Inc. of Pennsylvania | | PA | | | 420,829 | | | | 15.79 | | | | 15.79 | | | | 0.60 | | | | 3.82 | | | | 2.24 | | | | 54.85 | |
10/29/2014 | | 02/10/2015 | | WesBanco Inc. | | WV | | ESB Financial Corporation | | PA | | | 1,945,398 | | | | 10.55 | | | | 8.59 | | | | 0.91 | | | | 8.95 | | | | 1.04 | | | | 37.63 | |
06/04/2014 | | 10/24/2014 | | National Penn Bancshares Inc. | | PA | | TF Financial Corporation | | PA | | | 846,016 | | | | 11.46 | | | | 10.96 | | | | 0.83 | | | | 7.37 | | | | 1.20 | | | | 99.83 | |
04/14/2014 | | 10/31/2014 | | CB Financial Services Inc. | | PA | | FedFirst Financial Corporation | | PA | | | 323,283 | | | | 15.78 | | | | 15.48 | | | | 0.64 | | | | 3.81 | | | | 1.47 | | | | 73.07 | |
12/20/2013 | | 05/30/2014 | | Provident Financial Services | | NJ | | Team Capital Bank | | PA | | | 949,224 | | | | 9.24 | | | | 9.24 | | | | 0.71 | | | | 7.09 | | | | 0.86 | | | | 123.93 | |
07/19/2012 | | 11/30/2012 | | WesBanco Inc. | | WV | | Fidelity Bancorp, Inc. | | PA | | | 665,822 | | | | 7.83 | | | | 7.46 | | | | 0.25 | | | | 3.31 | | | | 2.96 | | | | 30.72 | |
12/22/2011 | | 07/31/2012 | | ESSA Bancorp Inc. | | PA | | First Star Bancorp, Inc. | | PA | | | 423,335 | | | | 6.48 | | | | 6.48 | | | | -0.41 | | | | -6.89 | | | | 1.63 | | | | 32.41 | |
12/05/2011 | | 04/03/2012 | | Beneficial Mutual Bncp (MHC) | | PA | | SE Financial Corp. | | PA | | | 306,871 | | | | 8.26 | | | | 8.26 | | | | 0.09 | | | | 1.11 | | | | 3.67 | | | | 29.79 | |
06/15/2011 | | 01/01/2012 | | F.N.B. Corp. | | PA | | Parkvale Financial Corporation | | PA | | | 1,801,292 | | | | 6.88 | | | | 5.42 | | | | -0.83 | | | | -12.20 | | | | 2.04 | | | | 69.38 | |
01/26/2011 | | 10/01/2011 | | Susquehanna Bancshares Inc. | | PA | | Abington Bancorp, Inc. | | PA | | | 1,247,098 | | | | 16.99 | | | | 16.99 | | | | 0.61 | | | | 3.60 | | | | 3.18 | | | | 26.68 | |
12/15/2010 | | 05/31/2011 | | Norwood Financial Corp. | | PA | | North Penn Bancorp, Inc. | | PA | | | 164,505 | | | | 12.10 | | | | 12.10 | | | | 0.79 | | | | 6.41 | | | | 1.36 | | | | 90.30 | |
11/03/2009 | | 07/01/2010 | | Bryn Mawr Bank Corp. | | PA | | First Keystone Financial, Inc. | | PA | | | 525,376 | | | | 6.24 | | | | 6.24 | | | | -0.58 | | | | -8.87 | | | | 0.57 | | | | 116.64 | |
10/13/2008 | | 01/30/2009 | | Banco Santander S.A. | | | | Sovereign Bancorp, Inc. | | PA | | | 77,321,406 | | | | 9.49 | | | | 4.92 | | | | -2.94 | | | | -30.08 | | | | 0.91 | | | | 150.03 | |
05/21/2008 | | 12/05/2008 | | Harleysville National Corp. | | PA | | Willow Financial Bancorp, Inc. | | PA | | | 1,568,858 | | | | 12.74 | | | | 6.19 | | | | 0.38 | | | | 2.88 | | | | 0.30 | | | | 270.17 | |
09/06/2007 | | 02/01/2008 | | National Penn Bancshares Inc. | | PA | | KNBT Bancorp, Inc. | | PA | | | 2,888,789 | | | | 12.19 | | | | 7.90 | | | | 0.68 | | | | 5.56 | | | | 0.15 | | | | 407.84 | |
04/27/2006 | | 08/28/2006 | | First Commonwealth Financial | | PA | | Laurel Capital Group, Inc. | | PA | | | 314,295 | | | | 8.85 | | | | 7.94 | | | | 0.64 | | | | 7.17 | | | | 0.21 | | | | 298.95 | |
04/13/2006 | | 09/08/2006 | | Allegheny Valley Bancorp Inc. | | PA | | RSV Bancorp, Inc. | | PA | | | 77,741 | | | | 12.81 | | | | 12.81 | | | | 0.67 | | | | 6.52 | | | | 0.32 | | | | 168.29 | |
09/06/2005 | | 01/26/2006 | | National Penn Bancshares Inc. | | PA | | Nittany Financial Corp. | | PA | | | 326,517 | | | | 7.23 | | | | 6.73 | | | | 1.20 | | | | 18.48 | | | | NA | | | | NA | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Average: | | | | | 3,949,123 | | | | 10.94 | | | | 10.04 | | | | 0.34 | | | | 2.60 | | | | 1.31 | | | | 135.78 | |
| | | | | | | | Median: | | | | | 474,356 | | | | 10.25 | | | | 8.71 | | | | 0.64 | | | | 5.59 | | | | 1.08 | | | | 106.32 | |
| | | | | | | | | | | | Deal Terms and Pricing at Announcement | |
| | | | | | | | | | | | Deal | | | Value/ | | | | | | | | | | | | | | | Prem/ | |
Announce | | Complete | | | | | | | | | | Value | | | Share | | | P/B | | | P/TB | | | P/E | | | P/A | | | Cdeps | |
Date | | Date | | Buyer Short Name | | | | Target Name | | | | ($M) | | | ($) | | | (%) | | | (%) | | | (x) | | | (%) | | | (%) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
06/02/2016 | | 01/01/2017 | | Prudential Bancorp Inc. | | PA | | Polonia Bancorp, Inc. | | PA | | | 38.13 | | | | 11.30 | | | | 100.99 | | | | 100.99 | | | | NM | | | | 13.25 | | | | NA | |
04/04/2016 | | 10/01/2016 | | DNB Financial Corp. | | PA | | East River Bank | | PA | | | 48.99 | | | | 19.25 | | | | 158.20 | | | | 158.20 | | | | 21.67 | | | | 15.73 | | | | 11.28 | |
12/30/2015 | | 04/30/2016 | | Emclaire Financial Corp. | | PA | | United-American Savings Bank | | PA | | | 13.21 | | | | 42.67 | | | | 166.84 | | | | 166.84 | | | | 19.68 | | | | 14.56 | | | | 13.16 | |
12/08/2015 | | 07/01/2016 | | Univest Corp. of Pennsylvania | | PA | | Fox Chase Bancorp, Inc. | | PA | | | 247.74 | | | | 20.39 | | | | 134.27 | | | | 134.27 | | | | 23.17 | | | | 22.55 | | | | 11.02 | |
10/22/2015 | | 04/14/2016 | | Beneficial Bancorp Inc | | PA | | Conestoga Bank | | PA | | | 100.08 | | | | NA | | | | 160.00 | | | | 160.00 | | | | 24.52 | | | | 13.92 | | | | 9.21 | |
09/03/2015 | | 01/08/2016 | | NexTier Inc. | | PA | | Eureka Financial Corporation | | PA | | | 35.29 | | | | 28.50 | | | | 146.94 | | | | 146.94 | | | | 21.43 | | | | 22.82 | | | | 13.05 | |
03/03/2015 | | 10/09/2015 | | WSFS Financial Corp. | | DE | | Alliance Bancorp, Inc. of Pennsylvania | | PA | | | 94.06 | | | | 22.53 | | | | 136.50 | | | | 136.50 | | | | 35.76 | | | | 22.35 | | | | 9.47 | |
10/29/2014 | | 02/10/2015 | | WesBanco Inc. | | WV | | ESB Financial Corporation | | PA | | | 357.64 | | | | 19.19 | | | | 165.54 | | | | 207.37 | | | | 19.78 | | | | 18.38 | | | | 18.75 | |
06/04/2014 | | 10/24/2014 | | National Penn Bancshares Inc. | | PA | | TF Financial Corporation | | PA | | | 141.94 | | | | 43.23 | | | | 140.47 | | | | 147.79 | | | | 19.05 | | | | 16.78 | | | | 7.72 | |
04/14/2014 | | 10/31/2014 | | CB Financial Services Inc. | | PA | | FedFirst Financial Corporation | | PA | | | 55.01 | | | | 22.93 | | | | 104.21 | | | | 106.56 | | | | 27.96 | | | | 17.01 | | | | 2.59 | |
12/20/2013 | | 05/30/2014 | | Provident Financial Services | | NJ | | Team Capital Bank | | PA | | | 124.41 | | | | 16.20 | | | | 190.58 | | | | 190.58 | | | | 19.20 | | | | 13.11 | | | | 9.72 | |
07/19/2012 | | 11/30/2012 | | WesBanco Inc. | | WV | | Fidelity Bancorp, Inc. | | PA | | | 72.92 | | | | 23.13 | | | | 156.84 | | | | 166.61 | | | | 56.42 | | | | 10.95 | | | | 7.13 | |
12/22/2011 | | 07/31/2012 | | ESSA Bancorp Inc. | | PA | | First Star Bancorp, Inc. | | PA | | | 24.65 | | | | 11.41 | | | | 49.99 | | | | 49.99 | | | | NM | | | | 7.77 | | | | -0.89 | |
12/05/2011 | | 04/03/2012 | | Beneficial Mutual Bncp (MHC) | | PA | | SE Financial Corp. | | PA | | | 31.82 | | | | 14.50 | | | | 110.52 | | | | 110.52 | | | | NM | | | | 10.60 | | | | NA | |
06/15/2011 | | 01/01/2012 | | F.N.B. Corp. | | PA | | Parkvale Financial Corporation | | PA | | | 131.23 | | | | 22.74 | | | | 137.83 | | | | 197.51 | | | | NM | | | | 7.29 | | | | 5.21 | |
01/26/2011 | | 10/01/2011 | | Susquehanna Bancshares Inc. | | PA | | Abington Bancorp, Inc. | | PA | | | 273.84 | | | | 13.04 | | | | 124.11 | | | | 124.11 | | | | 33.44 | | | | 21.96 | | | | 9.11 | |
12/15/2010 | | 05/31/2011 | | Norwood Financial Corp. | | PA | | North Penn Bancorp, Inc. | | PA | | | 27.44 | | | | 19.39 | | | | 125.20 | | | | 125.20 | | | | 20.63 | | | | 16.68 | | | | 6.39 | |
11/03/2009 | | 07/01/2010 | | Bryn Mawr Bank Corp. | | PA | | First Keystone Financial, Inc. | | PA | | | 32.77 | | | | 13.43 | | | | 99.90 | | | | 99.90 | | | | NM | | | | 6.24 | | | | NA | |
10/13/2008 | | 01/30/2009 | | Banco Santander S.A. | | | | Sovereign Bancorp, Inc. | | PA | | | 1,909.89 | | | | 3.81 | | | | 35.41 | | | | 68.40 | | | | NM | | | | 3.27 | | | | NA | |
05/21/2008 | | 12/05/2008 | | Harleysville National Corp. | | PA | | Willow Financial Bancorp, Inc. | | PA | | | 161.49 | | | | 10.23 | | | | 79.62 | | | | 175.99 | | | | 26.24 | | | | 10.29 | | | | 7.34 | |
09/06/2007 | | 02/01/2008 | | National Penn Bancshares Inc. | | PA | | KNBT Bancorp, Inc. | | PA | | | 460.14 | | | | 17.12 | | | | 126.34 | | | | 204.67 | | | | 22.82 | | | | 15.93 | | | | 13.14 | |
04/27/2006 | | 08/28/2006 | | First Commonwealth Financial | | PA | | Laurel Capital Group, Inc. | | PA | | | 57.49 | | | | 28.25 | | | | 202.22 | | | | 227.64 | | | | 28.25 | | | | 18.29 | | | | 13.94 | |
04/13/2006 | | 09/08/2006 | | Allegheny Valley Bancorp Inc. | | PA | | RSV Bancorp, Inc. | | PA | | | 16.55 | | | | 29.00 | | | | 159.96 | | | | 159.95 | | | | 31.52 | | | | 21.29 | | | | 14.03 | |
09/06/2005 | | 01/26/2006 | | National Penn Bancshares Inc. | | PA | | Nittany Financial Corp. | | PA | | | 97.80 | | | | 41.75 | | | | 373.86 | | | | 404.04 | | | | 25.15 | | | | 29.95 | | | | 52.62 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Average: | | | | | 189.77 | | | | 21.48 | | | | 141.10 | | | | 157.11 | | | | 26.48 | | | | 15.46 | | | | 11.70 | |
| | | | | | | | Median: | | | | | 83.49 | | | | 19.39 | | | | 137.17 | | | | 153.00 | | | | 23.85 | | | | 15.83 | | | | 9.60 | |
Source: SNL Financial, LC.
EXHIBIT IV-5
SSB Bank
Director and Senior Management Resumes
EXHIBIT IV-5
SSB Bank
Director and Senior Management Resumes
Kenneth J. Broadbent has been a Business Manager for the Pittsburgh Steamfitters Local 449 for over 20 years. Mr. Broadbent contributes marketing expertise to our board of directors. Additionally, his work experience in financial matters qualifies him to serve as a member of the Audit Committee.
David H. Docchio, Jr. has been employed for over 20 years as an auditor/accountant with the Laborers’ Combined Funds of Western Pennsylvania, which serves participants in the pension and welfare funds of the Laborers District Council of Western Pennsylvania. His work experience in financial and auditing/accounting matters qualifies him to serve as a member of the Audit Committee and with the designation of “audit committee financial expert,” as that term is defined in the rules and regulations of the Securities and Exchange Commission. Mr. Docchio also assists the board of directors in corporate governance and internal audit matters.
Gretchen Givens Generett is an associate professor at Duquesne University in Diversity Studies and the director of the UCEA Center for Educational Leadership and Social Justice. Her research focuses on teacher professional development, educational leadership, and cultural diversity. She assists SSB Bank in educating staff on diversity considerations and also focuses on employee and management retention.
Mark C. Joseph is an attorney-at-law licensed in the Commonwealth of Pennsylvania and a sole practitioner. His legal background, including his work with a large regional financial institution, provides the board of directors with experience in corporate governance, regulatory matters, real estate litigation, policy development, and other legal matters that may arise in the course of SSB Bank’s business.
J. Daniel Moon, IV has served as President, Chief Executive Officer and Chief Financial Officer of SSB Bank since 2009. Previously, he served as President and Chief Executive Officer of two other financial institutions in Pittsburgh and the surrounding area. He has worked in the banking and financial services industry for over 25 years. In addition, he has been involved in various community activities, including having served on the boards of various for-profit and non-profit organizations. He earned a Bachelor’s Degree in Finance from Robert Morris University and an MBA from Waynesburg University. Mr. Moon’s extensive knowledge of the banking industry and strong leadership skills provide SSB Bank with invaluable insight and guidance into the business and regulatory requirements of today’s banking environment.
Bernie M. Simons has worked as a physician specializing in family practice for over 20 years. He is employed by Heritage Valley Health Systems, an integrated health care delivery network. Mr. Simons assists the board of directors in understanding its fiduciary duties and leads the board of directors in shaping and overseeing policy and product development and risk assessment.
Jennifer Harris, age 49, has been employed by SSB Bank since 2010. She currently served as the Chief Lending Officer of SSB Bank. She began her banking career in 1991 with Equibank. She has held numerous banking positions throughout her career, including serving as Assistant Vice President, Marketing Manager, of the Downtown Pittsburgh Market. She also has served as the Director of Community Development for the West Pittsburgh Partnership, a community development corporation located in the West End of Pittsburgh. She is a graduate of the University of Pittsburgh.
Benjamin Contrucci, age 37, has been employed by SSB Bank since April 2017 and currently serves as Vice President of Retail Operations and Merchant Services. From April 2016 to November 2016, he served as Vice President/Consumer Credit Officer with The Farmers National Bank of Emlenton. From March 2008 to April 2016, he served in multiple positions at United American Savings Bank, starting as a Loan Specialist, then serving as Chief Lending Officer from February 2012 through April 2016. He earned a Bachelor of Science degree in Mathematics from Allegheny College in 2002 and a Masters in the Art of Teaching from the University of Pittsburgh in 2003.
Source: SSB Bancorp’s Preliminary Offering Prospectus
EXHIBIT IV-6
SSB Bank
Pro Forma Regulatory Capital Ratios
EXHIBIT IV-6
SSB Bank
Pro Forma Regulatory Capital Ratios
| | SSB Bank Historical | | | Pro Forma at June 30, 2017, Based Upon the Sale in the Offering of (1) | |
| | at June 30, 2017 | | | 650,250 Shares | | | 765,000 Shares | | | 879,750 Shares | | | 1,011,712 Shares (2) | |
| | Amount | | | Percent of Assets (3) | | | Amount | | | Percent of Assets (3) | | | Amount | | | Percent of Assets (3) | | | Amount | | | Percent of Assets (3) | | | Amount | | | Percent of Assets (3) | |
| | (Dollars in thousands) | |
| | | |
Equity | | $ | 12,145 | | | | 7.91 | % | | $ | 15,944 | | | | 10.09 | % | | $ | 15,954 | | | | 10.09 | % | | $ | 15,965 | | | | 10.09 | % | | $ | 15,978 | | | | 10.09 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tier 1 leverage capital | | $ | 12,158 | | | | 7.83 | % | | $ | 15,957 | | | | 10.00 | % | | $ | 15,967 | | | | 10.00 | % | | $ | 15,978 | | | | 10.00 | % | | $ | 15,991 | | | | 10.00 | % |
Tier 1 leverage capital requirement | | | 7,760 | | | | 5.00 | | | | 7,978 | | | | 5.00 | | | | 7,984 | | | | 5.00 | | | | 7,989 | | | | 5.00 | | | | 7,996 | | | | 5.00 | |
Excess | | $ | 4,398 | | | | 2.83 | % | | $ | 7,979 | | | | 5.00 | % | | $ | 7,983 | | | | 5.00 | % | | $ | 7,989 | | | | 5.00 | % | | $ | 7,995 | | | | 5.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tier 1 risk-based capital(4) | | $ | 12,158 | | | | 11.15 | % | | $ | 15,957 | | | | 14.52 | % | | $ | 15,967 | | | | 14.53 | % | | $ | 15,978 | | | | 14.53 | % | | $ | 15,991 | | | | 14.54 | % |
Tier 1 risk-based requirement | | | 8,721 | | | | 8.00 | | | | 8,791 | | | | 8.00 | | | | 8,793 | | | | 8.00 | | | | 8,794 | | | | 8.00 | | | | 8,796 | | | | 8.00 | |
Excess | | $ | 3,437 | | | | 3.15 | % | | $ | 7,166 | | | | 6.52 | % | | $ | 7,174 | | | | 6.53 | % | | $ | 7,184 | | | | 6.53 | % | | $ | 7,195 | | | | 6.54 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total risk-based capital(4) | | $ | 13,098 | | | | 12.02 | % | | $ | 16,897 | | | | 15.38 | % | | $ | 16,907 | | | | 15.38 | % | | $ | 16,918 | | | | 15.39 | % | | $ | 16,931 | | | | 15.40 | % |
Total risk-based requirement | | | 10,901 | | | | 10.00 | | | | 10,989 | | | | 10.00 | | | | 10,991 | | | | 10.00 | | | | 10,993 | | | | 10.00 | | | | 10,996 | | | | 10.00 | |
Excess | | $ | 2,197 | | | | 2.02 | % | | $ | 5,908 | | | | 5.38 | % | | $ | 5,916 | | | | 5.38 | % | | $ | 5,925 | | | | 5.39 | % | | $ | 5,935 | | | | 5.40 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common equity tier 1 risk-based capital(4) | | $ | 12,158 | | | | 11.15 | % | | $ | 15,957 | | | | 14.52 | % | | $ | 15,967 | | | | 14.53 | % | | $ | 15,978 | | | | 14.53 | % | | $ | 15,991 | | | | 14.54 | % |
Common equity tier 1 risk-based requirement | | | 7,086 | | | | 6.50 | | | | 7,143 | | | | 6.50 | | | | 7,144 | | | | 6.50 | | | | 7,145 | | | | 6.50 | | | | 7,147 | | | | 6.50 | |
Excess | | $ | 5,072 | | | | 4.65 | % | | $ | 8,814 | | | | 8.02 | % | | $ | 8,823 | | | | 8.03 | % | | $ | 8,833 | | | | 8.03 | % | | $ | 8,844 | | | | 8.04 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reconciliation of capital infused into SSB Bank: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net offering proceeds | | | | | | | | | | $ | 5,273 | | | | | | | $ | 6,420 | | | | | | | $ | 7,568 | | | | | | | $ | 8,887 | | | | | |
Proceeds to SSB Bank | | | | | | | | | | $ | 4,689 | | | | | | | $ | 4,849 | | | | | | | $ | 5,010 | | | | | | | $ | 5,195 | | | | | |
Less: Assets retained by SSB Bancorp, MHC | | | | | | | | | | | (40 | ) | | | | | | | (40 | ) | | | | | | | (40 | ) | | | | | | | (40 | ) | | | | |
Less: Common stock acquired by employee stock ownership plan | | | | | | | | | | | (566 | ) | | | | | | | (666 | ) | | | | | | | (766 | ) | | | | | | | (881 | ) | | | | |
Less: Common stock acquired by stock-based benefit plans | | | | | | | | | | | (283 | ) | | | | | | | (333 | ) | | | | | | | (383 | ) | | | | | | | (441 | ) | | | | |
Pro forma increase | | | | | | | | | | $ | 3,800 | | | | | | | $ | 3,810 | | | | | | | $ | 3,821 | | | | | | | $ | 3,833 | | | | | |
| (1) | Pro forma capital levels assume that the employee stock ownership plan purchases 3.92% of our total outstanding shares (including shares issued to SSB Bancorp, MHC) with funds we lend and that one or more stock-based benefit plans purchases 1.96% of our total outstanding shares (including shares issued to SSB Bancorp, MHC) for restricted stock awards. Pro forma capital calculated under U.S. generally accepted accounting principles (“GAAP”) and regulatory capital have been reduced by the amount required to fund these plans. See “Management” for a discussion of the employee stock ownership plan. |
| (2) | As adjusted to give effect to an increase in the number of shares. This adjustment could occur if there is a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering. |
| (3) | Tier 1 leverage capital levels are shown as a percentage of total adjusted assets. Risk-based capital levels are shown as a percentage of risk-weighted assets. |
| (4) | Pro forma amounts and percentages assume net proceeds are invested in assets that carry a 20% risk weighting. |
Source: SSB Bancorp’s Preliminary Offering Prospectus
EXHIBIT IV-7
SSB Bank
Pro Forma Analysis Sheet – Fully Converted Basis
EXHIBIT IV-7
PRO FORMA ANALYSIS SHEET-FULLY CONVERTED BASIS
SSB Bank, Pittsburgh, PA
Prices as of August 18, 2017
| | | | | | Subject at | | | Peer Group | | | All Public Thrifts | |
Valuation Pricing Multiples | | | | Symbol | | Midpoint | | | Mean | | | Median | | | Mean | | | Median | |
Price-earnings multiple | | = | | P/E | | | 21.74 | x | | | 22.16 | x | | | 21.20 | x | | | 22.22 | x | | | 19.42 | x |
Price-core earnings multiple | | = | | P/CE | | | 21.74 | x | | | 22.72 | x | | | 21.20 | x | | | 19.08 | x | | | 17.80 | x |
Price-book ratio | | = | | P/B | | | 65.70 | % | | | 106.46 | % | | | 105.93 | % | | | 123.99 | % | | | 119.55 | % |
Price-tangible book ratio | | = | | P/TB | | | 65.70 | % | | | 107.91 | % | | | 105.93 | % | | | 136.79 | % | | | 128.04 | % |
Price-assets ratio | | = | | P/A | | | 10.16 | % | | | 14.07 | % | | | 14.28 | % | | | 15.31 | % | | | 15.41 | % |
Valuation Parameters | | | | | | | | | | % of | | | % of Offering | |
| | | | | | | | | | Offering | | | + Foundation | |
Pre-Conversion Earnings (Y) | | $ | 840,000 | | | | (12 Mths 6/17) | | | ESOP Stock as % of Offering (E) | | | 8.0000 | % | | | 8.0000 | % |
Pre-Conversion Core Earnings | | $ | 840,000 | | | | (12 Mths 6/17) | | | Cost of ESOP Borrowings (S) | | | 0.00 | % | | | | |
Pre-Conversion Book Value (B) | | $ | 12,145,000 | | | | (6/17) | | | ESOP Amortization (T) | | | 20.00 | years | | | | |
Intangibles | | $ | 0 | | | | (6/17) | | | RRP Stock as % of Offering (M) | | | 4.0000 | % | | | 4.0000 | % |
Pre-Conv. Tang. Book Value (B) | | $ | 12,145,000 | | | | (6/17) | | | Stock Programs Vesting (N) | | | 5.00 | years | | | | |
Pre-Conversion Assets (A) | | $ | 153,632,000 | | | | (6/17) | | | Fixed Expenses | | $ | 1,230,000 | | | | | |
Reinv. Rate: (5 Yr Treas) @ 6/2017 | | | 1.890 | % | | | | | | Subscr/Dir Comm Exp (Mdpnt) | | $ | 0 | | | | 0.00 | % |
Tax rate (TAX) | | | 41.60 | % | | | | | | Total Expenses (Midpoint) | | $ | 1,230,000 | | | | | |
A-T Reinvestment Rate(R) | | | 1.104 | % | | | | | | Syndicate Expenses (Mdpnt) | | $ | 0 | | | | 0.00 | % |
Est. Conversion Expenses (1)(X) | | | 7.24 | % | | | | | | Syndicate Amount | | $ | 0 | | | | | |
Insider Purchases ($) | | $ | 500,000 | | | | | | | Percent Sold (PCT) | | | 100.00 | % | | | | |
Price/Share | | $ | 10.00 | | | | | | | MHC Assets | | $ | 0 | | | | | |
Foundation Cash Contrib. (FC) | | $ | 0 | | | | | | | Options as % of Offering (O1) | | | 10.0000 | % | | | 10.00 | % |
Found. Stk Contrib (% of Total Shrs (FS) | | | 0.0000 | % | | | | | | Estimated Option Value (O2) | | | 27.80 | % | | | | |
Foundation Tax Benefit (Z) | | $ | 0 | | | | | | | Option Vesting Period (O3) | | | 5.00 | years | | | | |
Foundation Amount (Mdpt.) | | $ | 0 | | | | | | | % of Options taxable (O4) | | | 25.00 | % | | | | |
Calculation of Pro Forma Value After Conversion | | | | |
| | | | |
1. V= | P/E * (Y) | | V= | $ | 17,000,000 | |
| 1 - P/E * PCT * ((1-X-E-M-FC-FS)*R - (1-TAX)*E/T - (1-TAX)*M/N)-(1-(TAX*O4))*(O1*O2)/O3) | | | | |
| | | | | |
1. V= | P/E * (Y) | | V= | $ | 17,000,000 | |
| 1 - P/Core E * PCT * ((1-X-E-M-FC-FS)*R - (1-TAX)*E/T - (1-TAX)*M/N)-(1-(TAX*O4))*(O1*O2)/O3) | | | | |
2. V= | P/B * (B+Z) | | V= | $ | 17,000,000 | |
| 1 - P/B * PCT * (1-X-E-M-FC-FS) | | | | |
| | | | | |
2. V= | P/TB * (TB+Z) | | V= | $ | 17,000,000 | |
| 1 - P/TB * PCT * (1-X-E-M-FC-FS) | | | | |
| | | | | |
3. V= | P/A * (A+Z+PA) | | V= | $ | 17,000,000 | |
| 1 - P/A * PCT * (1-X-E-M-FC-FS) | | | | |
| | | | | | | | | | | | | | | | | Market Value | | | Market Value | |
| | Shares Issued | | | Shares Sold | | | Foundation | | | Total Shares | | | Price Per | | | of Stock Sold | | | of Stock Issued | |
Valuation Conclusion | | to MHC | | | to Public | | | Shares | | | Issued | | | Share | | | in Offering | | | in Reorganization | |
Supermaximum | | | 0 | | | | 2,248,250 | | | | 0 | | | | 2,248,250 | | | $ | 10.00 | | | $ | 22,482,500 | | | $ | 22,482,500 | |
Maximum | | | 0 | | | | 1,955,000 | | | | 0 | | | | 1,955,000 | | | | 10.00 | | | | 19,550,000 | | | $ | 19,550,000 | |
Midpoint | | | 0 | | | | 1,700,000 | | | | 0 | | | | 1,700,000 | | | | 10.00 | | | | 17,000,000 | | | $ | 17,000,000 | |
Minimum | | | 0 | | | | 1,445,000 | | | | 0 | | | | 1,445,000 | | | | 10.00 | | | | 14,450,000 | | | $ | 14,450,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Shares Issued | | | Shares Sold | | | Foundation | | | Total Shares | | | | | | | | | | | | | |
Valuation Conclusion | | to MHC | | | to Public | | | Shares | | | Issued | | | | | | | | | | | | | |
Supermaximum | | | 0.000 | % | | | 100.000 | % | | | 0.000 | % | | | 100.000 | % | | | | | | | | | | | | |
Maximum | | | 0.000 | % | | | 100.000 | % | | | 0.000 | % | | | 100.000 | % | | | | | | | | | | | | |
Midpoint | | | 0.000 | % | | | 100.000 | % | | | 0.000 | % | | | 100.000 | % | | | | | | | | | | | | |
Minimum | | | 0.000 | % | | | 100.000 | % | | | 0.000 | % | | | 100.000 | % | | | | | | | | | | | | |
| (1) | Estimated offering expenses at midpoint of the offering. |
EXHIBIT IV-8
SSB Bank
Pro Forma Effect of Conversion Proceeds – Fully Converted Basis
Exhibit IV-8
PRO FORMA EFFECT OF CONVERSION PROCEEDS
SSB Bank, Pittsburgh, PA
At the Minimum of the Range
1. | | Market Value of Shares Sold In Offering: | | $ | 14,450,000 | |
| | Market Value of Shares Issued to Foundation: | | | 0 | |
| | Total Market Value of Company: | | $ | 14,450,000 | |
| | | | | | |
2. | | Offering Proceeds of Shares Sold In Offering | | $ | 14,450,000 | |
| | Less: Estimated Offering Expenses | | | 1,230,000 | |
| | Net Conversion Proceeds | | $ | 13,220,000 | |
| | | | | | |
3. | | Estimated Additional Equity and Income from Offering Proceeds | | | | |
| | Net Conversion Proceeds | | $ | 13,220,000 | |
| | Less: Cash Contribution to Foundation | | | 0 | |
| | Less: Non-Cash ESOP Stock Purchases (1) | | | (1,156,000 | ) |
| | Less: Non-Cash MRP Stock Purchases (2) | | | (578,000 | ) |
| | Net Conversion Proceeds Reinvested | | $ | 11,486,000 | |
| | Estimated After-Tax Reinvestment Rate | | | 1.10 | % |
| | Earnings from Reinvestment of Proceeds | | $ | 126,778 | |
| | Less: Estimated cost of ESOP borrowings(1) | | | 0 | |
| | Less: Amortization of ESOP borrowings(1) | | | (33,755 | ) |
| | Less: Stock Programs Vesting (2) | | | (67,510 | ) |
| | Less: Option Plan Vesting (3) | | | (71,986 | ) |
| | Net Earnings Increase | | $ | (46,474 | ) |
| | | | | | | Net | | | | |
| | | | Before | | | Earnings | | | After | |
4. | | Pro Forma Earnings | | Conversion | | | Increase | | | Conversion | |
| | | | | | | | | | | |
| | 12 Months ended June 30, 2017 (reported) | | $ | 840,000 | | | $ | (46,474 | ) | | $ | 793,526 | |
| | 12 Months ended June 30, 2017 (core) | | $ | 840,000 | | | $ | (46,474 | ) | | $ | 793,526 | |
| | | | Before | | | Net Equity | | | Tax Benefit | | | After | |
5. | | Pro Forma Net Worth | | Conversion | | | Proceeds | | | of Foundation | | | Conversion | |
| | | | | | | | | | | | | | |
| | June 30, 2017 | | $ | 12,145,000 | | | $ | 11,486,000 | | | $ | 0 | | | $ | 23,631,000 | |
| | June 30, 2017 (Tangible) | | $ | 12,145,000 | | | $ | 11,486,000 | | | $ | 0 | | | $ | 23,631,000 | |
| | | | | | | | | | | | | | | | | | |
| | | | Before | | | Net Cash | | | Tax Benefit | | | After | |
6. | | Pro Forma Assets | | Conversion | | | Proceeds | | | of Foundation | | | Conversion | |
| | | | | | | | | | | | | | | | | | |
| | June 30, 2017 | | $ | 153,632,000 | | | $ | 11,486,000 | | | $ | 0 | | | $ | 165,118,000 | |
| (1) | ESOP stock (3.92% of total shares issued in conversion) amortized over 20 years, amortization expense is tax effected at 41.6%. |
| (2) | Restricted stock program (1.96% of total shares issued in conversion) amortized over 5 years, amortization expense is tax effected at 41.6%. |
| (3) | Option valuation based on Black-Scholes model, 5 year vesting, and assuming 25% taxable. |
Exhibit IV-8
PRO FORMA EFFECT OF CONVERSION PROCEEDS
SSB Bank, Pittsburgh, PA
At the Midpoint of the Range
1. | | Market Value of Shares Sold In Offering: | | $ | 17,000,000 | |
| | Market Value of Shares Issued to Foundation: | | | 0 | |
| | Total Market Value of Company: | | $ | 17,000,000 | |
| | | | | | |
2. | | Offering Proceeds of Shares Sold In Offering | | $ | 17,000,000 | |
| | Less: Estimated Offering Expenses | | | 1,230,000 | |
| | Net Conversion Proceeds | | $ | 15,770,000 | |
| | | | | | |
3. | | Estimated Additional Equity and Income from Offering Proceeds | | | | |
| | Net Conversion Proceeds | | $ | 15,770,000 | |
| | Less: Cash Contribution to Foundation | | | 0 | |
| | Less: Non-Cash ESOP Stock Purchases (1) | | | (1,360,000 | ) |
| | Less: Non-Cash MRP Stock Purchases (2) | | | (680,000 | ) |
| | Net Conversion Proceeds Reinvested | | $ | 13,730,000 | |
| | Estimated After-Tax Reinvestment Rate | | | 1.10 | % |
| | Earnings from Reinvestment of Proceeds | | $ | 151,546 | |
| | Less: Estimated cost of ESOP borrowings(1) | | | 0 | |
| | Less: Amortization of ESOP borrowings(1) | | | (39,712 | ) |
| | Less: Stock Programs Vesting (2) | | | (79,424 | ) |
| | Less: Option Plan Vesting (3) | | | (84,690 | ) |
| | Net Earnings Increase | | $ | (52,280 | ) |
| | | | | | | Net | | | | |
| | | | Before | | | Earnings | | | After | |
4. | | Pro Forma Earnings | | Conversion | | | Increase | | | Conversion | |
| | | | | | | | | | | |
| | 12 Months ended June 30, 2017 (reported) | | $ | 840,000 | | | $ | (52,280 | ) | | $ | 787,720 | |
| | 12 Months ended June 30, 2017 (core) | | $ | 840,000 | | | $ | (52,280 | ) | | $ | 787,720 | |
| | | | Before | | | Net Capital | | | Tax Benefit | | | After | |
5. | | Pro Forma Net Worth | | Conversion | | | Proceeds | | | of Foundation | | | Conversion | |
| | | | | | | | | | | | | | |
| | June 30, 2017 | | $ | 12,145,000 | | | $ | 13,730,000 | | | $ | 0 | | | $ | 25,875,000 | |
| | June 30, 2017 (Tangible) | | $ | 12,145,000 | | | $ | 13,730,000 | | | $ | 0 | | | $ | 25,875,000 | |
| | | | | | | | | | | | | | | | | | |
| | | | Before | | | Net Cash | | | Tax Benefit | | | After | |
6. | | Pro Forma Assets | | Conversion | | | Proceeds | | | of Foundation | | | Conversion | |
| | | | | | | | | | | | | | | | | | |
| | June 30, 2017 | | $ | 153,632,000 | | | $ | 13,730,000 | | | $ | 0 | | | $ | 167,362,000 | |
| (1) | ESOP stock (3.92% of total shares issued in conversion) amortized over 20 years, amortization expense is tax effected at 41.6%. |
| (2) | Restricted stock program (1.96% of total shares issued in conversion) amortized over 5 years, amortization expense is tax effected at 41.6%. |
| (3) | Option valuation based on Black-Scholes model, 5 year vesting, and assuming 25% taxable. |
Exhibit IV-8
PRO FORMA EFFECT OF CONVERSION PROCEEDS
SSB Bank, Pittsburgh, PA
At the Maximum of the Range
1. | | Market Value of Shares Sold In Offering: | | $ | 19,550,000 | |
| | Market Value of Shares Issued to Foundation: | | | 0 | |
| | Total Market Value of Company: | | $ | 19,550,000 | |
| | | | | | |
2. | | Offering Proceeds of Shares Sold In Offering | | $ | 19,550,000 | |
| | Less: Estimated Offering Expenses | | | 1,230,000 | |
| | Net Conversion Proceeds | | $ | 18,320,000 | |
| | | | | | |
3. | | Estimated Additional Equity and Income from Offering Proceeds | | | | |
| | Net Conversion Proceeds | | $ | 18,320,000 | |
| | Less: Cash Contribution to Foundation | | | 0 | |
| | Less: Non-Cash ESOP Stock Purchases (1) | | | (1,564,000 | ) |
| | Less: Non-Cash MRP Stock Purchases (2) | | | (782,000 | ) |
| | Net Conversion Proceeds Reinvested | | $ | 15,974,000 | |
| | Estimated After-Tax Reinvestment Rate | | | 1.10 | % |
| | Earnings from Reinvestment of Proceeds | | $ | 176,315 | |
| | Less: Estimated cost of ESOP borrowings(1) | | | 0 | |
| | Less: Amortization of ESOP borrowings(1) | | | (45,669 | ) |
| | Less: Stock Programs Vesting (2) | | | (91,338 | ) |
| | Less: Option Plan Vesting (3) | | | (97,393 | ) |
| | Net Earnings Increase | | $ | (58,085 | ) |
| | | | | | | Net | | | | |
| | | | Before | | | Earnings | | | After | |
4. | | Pro Forma Earnings | | Conversion | | | Increase | | | Conversion | |
| | | | | | | | | | | |
| | 12 Months ended June 30, 2017 (reported) | | $ | 840,000 | | | $ | (58,085 | ) | | $ | 781,915 | |
| | 12 Months ended June 30, 2017 (core) | | $ | 840,000 | | | $ | (58,085 | ) | | $ | 781,915 | |
| | | | Before | | | Net Capital | | | Tax Benefit | | | After | |
5. | | Pro Forma Net Worth | | Conversion | | | Proceeds | | | of Foundation | | | Conversion | |
| | | | | | | | | | | | | | |
| | June 30, 2017 | | $ | 12,145,000 | | | $ | 15,974,000 | | | $ | 0 | | | $ | 28,119,000 | |
| | June 30, 2017 (Tangible) | | $ | 12,145,000 | | | $ | 15,974,000 | | | $ | 0 | | | $ | 28,119,000 | |
| | | | | | | | | | | | | | | | | | |
| | | | Before | | | Net Cash | | | Tax Benefit | | | After | |
6. | | Pro Forma Assets | | Conversion | | | Proceeds | | | of Foundation | | | Conversion | |
| | | | | | | | | | | | | | | | | | |
| | June 30, 2017 | | $ | 153,632,000 | | | $ | 15,974,000 | | | $ | 0 | | | $ | 169,606,000 | |
| (1) | ESOP stock (3.92% of total shares issued in conversion) amortized over 20 years, amortization expense is tax effected at 41.6%. |
| (2) | Restricted stock program (1.96% of total shares issued in conversion) amortized over 5 years, amortization expense is tax effected at 41.6%. |
| (3) | Option valuation based on Black-Scholes model, 5 year vesting, and assuming 25% taxable. |
Exhibit IV-8
PRO FORMA EFFECT OF CONVERSION PROCEEDS
SSB Bank, Pittsburgh, PA
At the Supermaximum Value
1. | | Market Value of Shares Sold In Offering: | | $ | 22,482,500 | |
| | Market Value of Shares Issued to Foundation: | | | 0 | |
| | Total Market Value of Company: | | $ | 22,482,500 | |
| | | | | | |
2. | | Offering Proceeds of Shares Sold In Offering | | $ | 22,482,500 | |
| | Less: Estimated Offering Expenses | | | 1,230,000 | |
| | Net Conversion Proceeds | | $ | 21,252,500 | |
| | | | | | |
3. | | Estimated Additional Equity and Income from Offering Proceeds | | | | |
| | Net Conversion Proceeds | | $ | 21,252,500 | |
| | Less: Cash Contribution to Foundation | | | 0 | |
| | Less: Non-Cash ESOP Stock Purchases (1) | | | (1,798,600 | ) |
| | Less: Non-Cash MRP Stock Purchases (2) | | | (899,300 | ) |
| | Net Conversion Proceeds Reinvested | | $ | 18,554,600 | |
| | Estimated After-Tax Reinvestment Rate | | | 1.10 | % |
| | Earnings from Reinvestment of Proceeds | | $ | 204,798 | |
| | Less: Estimated cost of ESOP borrowings(1) | | | 0 | |
| | Less: Amortization of ESOP borrowings(1) | | | (52,519 | ) |
| | Less: Stock Programs Vesting (2) | | | (105,038 | ) |
| | Less: Option Plan Vesting (3) | | | (112,002 | ) |
| | Net Earnings Increase | | $ | (64,762 | ) |
| | | | | | | Net | | | | |
| | | | Before | | | Earnings | | | After | |
4. | | Pro Forma Earnings | | Conversion | | | Increase | | | Conversion | |
| | | | | | | | | | | |
| | 12 Months ended June 30, 2017 (reported) | | $ | 840,000 | | | $ | (64,762 | ) | | $ | 775,238 | |
| | 12 Months ended June 30, 2017 (core) | | $ | 840,000 | | | $ | (64,762 | ) | | $ | 775,238 | |
| | | | Before | | | Net Capital | | | Tax Benefit | | | After | |
5. | | Pro Forma Net Worth | | Conversion | | | Proceeds | | | of Foundation | | | Conversion | |
| | | | | | | | | | | | | | |
| | June 30, 2017 | | $ | 12,145,000 | | | $ | 18,554,600 | | | $ | 0 | | | $ | 30,699,600 | |
| | June 30, 2017 (Tangible) | | $ | 12,145,000 | | | $ | 18,554,600 | | | $ | 0 | | | $ | 30,699,600 | |
| | | | | | | | | | | | | | | | | | |
| | | | Before | | | Net Cash | | | Tax Benefit | | | After | |
6. | | Pro Forma Assets | | Conversion | | | Proceeds | | | of Foundation | | | Conversion | |
| | | | | | | | | | | | | | | | | | |
| | June 30, 2017 | | $ | 153,632,000 | | | $ | 18,554,600 | | | $ | 0 | | | $ | 172,186,600 | |
| (1) | ESOP stock (3.92% of total shares issued in conversion) amortized over 20 years, amortization expense is tax effected at 41.6%. |
| (2) | Restricted stock program (1.96% of total shares issued in conversion) amortized over 5 years, amortization expense is tax effected at 41.6%. |
| (3) | Option valuation based on Black-Scholes model, 5 year vesting, and assuming 25% taxable. |
EXHIBIT IV-9
SSB Bank
Pro Forma Analysis Sheet – MHC Basis
EXHIBIT IV-9
PRO FORMA ANALYSIS SHEET-FULLY CONVERTED BASIS
SSB Bank, Pittsburgh, PA
Prices as of August 18, 2017
| | | | | | Subject at | | | Peer Group | | | All Public Thrifts | |
Final Valuation Pricing Multiples | | | | Symbol | | Midpoint | | | Mean | | | Median | | | Mean | | | Median | |
Price-earnings multiple | | = | | P/E | | | 21.28 | x | | | 22.16 | x | | | 21.20 | x | | | 22.22 | x | | | 19.42 | x |
Price-core earnings multiple | | = | | P/CE | | | 21.28 | x | | | 22.72 | x | | | 21.20 | x | | | 19.08 | x | | | 17.80 | x |
Price-book ratio | | = | | P/B | | | 96.99 | % | | | 106.46 | % | | | 105.93 | % | | | 123.99 | % | | | 119.55 | % |
Price-tangible book ratio | | = | | P/TB | | | 96.99 | % | | | 107.91 | % | | | 105.93 | % | | | 136.79 | % | �� | | 128.04 | % |
Price-assets ratio | | = | | P/A | | | 10.69 | % | | | 14.07 | % | | | 14.28 | % | | | 15.31 | % | | | 15.41 | % |
Valuation Parameters (2) | | | | | | | | | | | | | As a % of Offering | |
| | | | | | | | | | | | | + Foundation | |
Pre-Conversion Earnings (Y) | | $ | 840,000 | | | | (12 Mths 6/17) | | | ESOP Stock Purchases (E) | | | 8.71 | % | | | 8.71 | % |
Pre-Conversion Core Earnings | | $ | 840,000 | | | | (12 Mths 6/17) | | | Cost of ESOP Borrowings (S) | | | 0.00 | % | | | | |
Pre-Conversion Book Value (B) | | $ | 12,145,000 | | | | | | | ESOP Amortization (T) | | | 20.00 | years | | | | |
Pre-Conv. Tang. Book Value (B) | | $ | 12,145,000 | | | | | | | Stock Programs Amount (M) | | | 4.356 | % | | | 4.36 | % |
Pre-Conversion Assets (A) | | $ | 153,632,000 | | | | | | | Stock Programs Vesting (N) | | | 5.00 | years | | | | |
Reinvestment Rate: | | | 1.89 | % | | | | | | Fixed Expenses | | $ | 1,230,000 | | | | | |
Tax rate (TAX) | | | 41.60 | % | | | | | | Variable Expenses | | | 0.00 | % | | | | |
A-T Reinvestment Rate(R) | | | 1.10 | % | | | | | | Percent Sold (PCT) | | | 45.0000 | % | | | | |
Est. Conversion Expenses (1)(X) | | | 16.08 | % | | | | | | MHC Assets | | $ | 0 | | | | | |
Insider Purchases | | $ | 500,000 | | | | | | | Options as % of Offering (O1) | | | 10.89 | % | | | 10.89 | % |
Price/Share | | $ | 10.00 | | | | | | | Estimated Option Value (O2) | | | 27.80 | % | | | | |
Foundation Cash Contrib. (FC) | | $ | 0 | | | | | | | Option Vesting Period (O3) | | | 5.00 | years | | | | |
Foundation Stock Contrib. (FS) | | | 0.00 | % | | | | | | % of Options taxable (O4) | | | 25.00 | % | | | | |
Foundation Tax Benefit (Z) | | $ | 0 | | | | | | | | | | | | | | | |
Calculation of Pro Forma Value After Conversion | | | | |
| | | | | |
1. V= | P/E * (Y) | | V= | $ | 17,000,000 | |
| 1 - P/E * PCT * ((1-X-E-M-C-D)*R - (1-TAX)*E/T - (1-TAX)*M/N) | | | | |
| | | | | |
1. V= | P/E * (Y) | | V= | $ | 17,000,000 | |
| 1 - P/Core E * PCT * ((1-X-E-M-FC-FS)*R - (1-TAX)*E/T - (1-TAX)*M/N)-(1-(TAX*O4))*(O1*O2)/O3) | | | | |
2. V= | P/B * B | | V= | $ | 17,000,000 | |
| 1 - P/B * PCT * (1-X-E-M-FC-FS) | | | | |
| | | | | |
2. V= | P/TB * TB | | V= | $ | 17,000,000 | |
| 1 - P/B * PCT * (1-X-E-M-FC-FS) | | | | |
| | | | | |
3. V= | P/A * (A+Z) | | V= | $ | 17,000,000 | |
| 1 - P/A * PCT * (1-X-E-M-FC-FS) | | | | |
| | | | | | | | | | | | | | | | | Mark. Val of | | | | |
| | | | | | | | | | | | | | | | | Stock Sold in | | | | |
| | Shares Issued | | | Shares Sold | | | Foundation | | | Total Shares | | | Price Per | | | Offering+Issued | | | Full Value of | |
Valuation Conclusion | | to MHC | | | to Public | | | Shares | | | Issued | | | Share | | | to Foundation | | | Total Shares | |
Supermaximum | | | 1,236,538 | | | | 1,011,712 | | | | 0 | | | | 2,248,250 | | | $ | 10.00 | | | $ | 10,117,120 | | | $ | 22,482,500 | |
Maximum | | | 1,075,250 | | | | 879,750 | | | | 0 | | | | 1,955,000 | | | | 10.00 | | | | 8,797,500 | | | $ | 19,550,000 | |
Midpoint | | | 935,000 | | | | 765,000 | | | | 0 | | | | 1,700,000 | | | | 10.00 | | | | 7,650,000 | | | $ | 17,000,000 | |
Minimum | | | 794,750 | | | | 650,250 | | | | 0 | | | | 1,445,000 | | | | 10.00 | | | | 6,502,500 | | | $ | 14,450,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Shares Issued | | | Shares Sold | | | Foundation | | | Total Shares | | | | | | | | | | | | | |
Valuation Conclusion | | to MHC | | | to Public | | | Shares | | | Issued | | | | | | | | | | | | | |
Supermaximum | | | 55.000 | % | | | 45.000 | % | | | 0.000 | % | | | 100.000 | % | | | | | | | | | | | | |
Maximum | | | 55.000 | % | | | 45.000 | % | | | 0.000 | % | | | 100.000 | % | | | | | | | | | | | | |
Midpoint | | | 55.000 | % | | | 45.000 | % | | | 0.000 | % | | | 100.000 | % | | | | | | | | | | | | |
Minimum | | | 55.000 | % | | | 45.000 | % | | | 0.000 | % | | | 100.000 | % | | | | | | | | | | | | |
| (1) | Estimated offering expenses at midpoint of the offering. |
| (2) | Reflects reduction in earnings, equity and assets due to $40,000 contributed to the MHC. |
EXHIBIT IV-10
SSB Bank
Pro Forma Effect of Conversion Proceeds – MHC Basis
Exhibit IV-10
PRO FORMA EFFECT OF CONVERSION PROCEEDS
SSB Bank, Pittsburgh, PA
At the Minimum of the Range
1. | | Market Value of Shares Sold In Offering: | | $ | 6,502,500 | |
| | Market Value of Shares Issued to Foundation: | | | 0 | |
| | Market Value of Shares Issued to MHC: | | | 7,947,500 | |
| | Total Market Value of Company: | | $ | 14,450,000 | |
| | | | | | |
2. | | Offering Proceeds of Shares Sold In Offering | | $ | 6,502,500 | |
| | Less: Estimated Offering Expenses | | | 1,230,000 | |
| | Net Conversion Proceeds | | $ | 5,272,500 | |
| | | | | | |
3. | | Estimated Additional Equity and Income from Offering Proceeds | | | | |
| | Net Conversion Proceeds | | $ | 5,272,500 | |
| | Less: Cash Contribution to Foundation | | | 0 | |
| | Less: Cash for Capitalization of the MHC | | | (40,000 | ) |
| | Less: Non-Cash ESOP Purchases (1) | | | (566,440 | ) |
| | Less: Non-Cash MRP Purchases (1) | | | (283,220 | ) |
| | Net Proceeds Reinvested | | $ | 4,382,840 | |
| | Estimated net incremental rate of return | | | 1.10 | % |
| | Earnings Increase | | $ | 48,376 | |
| | Less: Estimated cost of ESOP borrowings | | | 0 | |
| | Less: Amortization of ESOP borrowings(2) | | | (16,540 | ) |
| | Less: Stock Programs Vesting (3) | | | (33,080 | ) |
| | Less: Option Plan Vesting (4) | | | (35,273 | ) |
| | Net Earnings Increase | | $ | (36,518 | ) |
| | | | | | | Net | | | | |
| | | | Before | | | Earnings | | | After | |
4. | | Pro Forma Earnings | | Conversion | | | Increase | | | Conversion | |
| | | | | | | | | | | |
| | 12 Months ended June 30, 2017 (reported) | | $ | 840,000 | | | $ | (36,518 | ) | | $ | 803,482 | |
| | 12 Months ended June 30, 2017 (core) | | $ | 840,000 | | | $ | (36,518 | ) | | $ | 803,482 | |
| | | | | | | | | | | | | | |
| | | | Before | | | Net Cash | | | Tax Benefit | | | After | |
5. | | Pro Forma Net Worth | | Conversion | | | Proceeds | | | of Foundation | | | Conversion | |
| | | | | | | | | | | | | | |
| | June 30, 2017 | | $ | 12,145,000 | | | $ | 4,382,840 | | | $ | 0 | | | $ | 16,527,840 | |
| | June 30, 2017 (Tangible) | | $ | 12,145,000 | | | $ | 4,382,840 | | | $ | 0 | | | $ | 16,527,840 | |
| | | | | | | | | | | | | | | | | | |
| | | | Before | | | Net Cash | | | Tax Benefit | | | After | |
6. | | Pro Forma Assets | | Conversion | | | Proceeds | | | of Foundation | | | Conversion | |
| | | | | | | | | | | | | | | | | | |
| | June 30, 2017 | | $ | 153,632,000 | | | $ | 4,382,840 | | | $ | 0 | | | $ | 158,014,840 | |
| (1) | Includes ESOP purchases equal to 3.92% of total shares issued in the conversion, and stock program purchases equal to 1.96% of total shares issued in the conversion. |
| (2) | ESOP stock amortized over 20 years, and amortization expense is tax effected at 41.6%. |
| (3) | Stock programs amortized over 5 years, and amortization expense is tax effected at 41.6%. |
| (4) | Option valuation based on Black-Scholes model, 10 year vesting, and assuming 25% taxable. |
Exhibit IV-10
PRO FORMA EFFECT OF CONVERSION PROCEEDS
SSB Bank, Pittsburgh, PA
At the Midpoint of the Range
1. | | Market Value of Shares Sold In Offering: | | $ | 7,650,000 | |
| | Market Value of Shares Issued to Foundation: | | | 0 | |
| | Market Value of Shares Issued to MHC: | | | 9,350,000 | |
| | Total Market Value of Company: | | $ | 17,000,000 | |
| | | | | | |
2. | | Offering Proceeds of Shares Sold In Offering | | $ | 7,650,000 | |
| | Less: Estimated Offering Expenses | | | 1,230,000 | |
| | Net Conversion Proceeds | | $ | 6,420,000 | |
| | | | | | |
3. | | Estimated Additional Equity and Income from Offering Proceeds | | | | |
| | Net Conversion Proceeds | | $ | 6,420,000 | |
| | Less: Cash Contribution to Foundation | | | 0 | |
| | Less: Cash for Capitalization of the MHC | | | (40,000 | ) |
| | Less: Non-Cash ESOP Purchases (1) | | | (666,400 | ) |
| | Less: Non-Cash MRP Purchases (1) | | | (333,200 | ) |
| | Net Proceeds Reinvested | | $ | 5,380,400 | |
| | Estimated net incremental rate of return | | | 1.10 | % |
| | Earnings Increase | | $ | 59,387 | |
| | Less: Estimated cost of ESOP borrowings | | | 0 | |
| | Less: Amortization of ESOP borrowings(2) | | | (19,459 | ) |
| | Less: Stock Programs Vesting (3) | | | (38,918 | ) |
| | Less: Option Plan Vesting (4) | | | (41,498 | ) |
| | Net Earnings Increase | | $ | (40,488 | ) |
| | | | | | | Net | | | | |
| | | | Before | | | Earnings | | | After | |
4. | | Pro Forma Earnings | | Conversion | | | Increase | | | Conversion | |
| | | | | | | | | | | |
| | 12 Months ended June 30, 2017 (reported) | | $ | 840,000 | | | $ | (40,488 | ) | | $ | 799,512 | |
| | 12 Months ended June 30, 2017 (core) | | $ | 840,000 | | | $ | (40,488 | ) | | $ | 799,512 | |
| | | | Before | | | Net Cash | | | Tax Benefit | | | After | |
5. | | Pro Forma Net Worth | | Conversion | | | Proceeds | | | of Foundation | | | Conversion | |
| | | | | | | | | | | | | | |
| | June 30, 2017 | | $ | 12,145,000 | | | $ | 5,380,400 | | | $ | 0 | | | $ | 17,525,400 | |
| | June 30, 2017 (Tangible) | | $ | 12,145,000 | | | $ | 5,380,400 | | | $ | 0 | | | $ | 17,525,400 | |
| | | | | | | | | | | | | | | | | | |
| | | | Before | | | Net Cash | | | Tax Benefit | | | After | |
6. | | Pro Forma Assets | | Conversion | | | Proceeds | | | of Foundation | | | Conversion | |
| | | | | | | | | | | | | | | | | | |
| | June 30, 2017 | | $ | 153,632,000 | | | $ | 5,380,400 | | | $ | 0 | | | $ | 159,012,400 | |
| (1) | Includes ESOP purchases equal to 3.92% of total shares issued in the conversion, and stock program purchases equal to 1.96% of total shares issued in the conversion. |
| (2) | ESOP stock amortized over 20 years, and amortization expense is tax effected at 41.6%. |
| (3) | Stock programs amortized over 5 years, and amortization expense is tax effected at 41.6%. |
| (4) | Option valuation based on Black-Scholes model, 10 year vesting, and assuming 25% taxable. |
Exhibit IV-10
PRO FORMA EFFECT OF CONVERSION PROCEEDS
SSB Bank, Pittsburgh, PA
At the Maximum of the Range
1. | | Market Value of Shares Sold In Offering: | | $ | 8,797,500 | |
| | Market Value of Shares Issued to Foundation: | | | 0 | |
| | Market Value of Shares Issued to MHC: | | | 10,752,500 | |
| | Total Market Value of Company: | | $ | 19,550,000 | |
| | | | | | |
2. | | Offering Proceeds of Shares Sold In Offering | | $ | 8,797,500 | |
| | Less: Estimated Offering Expenses | | | 1,230,000 | |
| | Net Conversion Proceeds | | $ | 7,567,500 | |
| | | | | | |
3. | | Estimated Additional Equity and Income from Offering Proceeds | | | | |
| | Net Conversion Proceeds | | $ | 7,567,500 | |
| | Less: Cash Contribution to Foundation | | | 0 | |
| | Less: Cash for Capitalization of the MHC | | | (40,000 | ) |
| | Less: Non-Cash ESOP Purchases (1) | | | (766,360 | ) |
| | Less: Non-Cash MRP Purchases (1) | | | (383,180 | ) |
| | Net Proceeds Reinvested | | $ | 6,377,959 | |
| | Estimated net incremental rate of return | | | 1.10 | % |
| | Earnings Increase | | $ | 70,397 | |
| | Less: Estimated cost of ESOP borrowings | | | 0 | |
| | Less: Amortization of ESOP borrowings(2) | | | (22,378 | ) |
| | Less: Stock Programs Vesting (3) | | | (44,755 | ) |
| | Less: Option Plan Vesting (4) | | | (47,723 | ) |
| | Net Earnings Increase | | $ | (44,459 | ) |
| | | | | | | Net | | | | |
| | | | Before | | | Earnings | | | After | |
4. | | Pro Forma Earnings | | Conversion | | | Increase | | | Conversion | |
| | | | | | | | | | | |
| | 12 Months ended June 30, 2017 (reported) | | $ | 840,000 | | | $ | (44,459 | ) | | $ | 795,541 | |
| | 12 Months ended June 30, 2017 (core) | | $ | 840,000 | | | $ | (44,459 | ) | | $ | 795,541 | |
| | | | Before | | | Net Cash | | | Tax Benefit | | | After | |
5. | | Pro Forma Net Worth | | Conversion | | | Proceeds | | | of Foundation | | | Conversion | |
| | | | | | | | | | | | | | |
| | June 30, 2017 | | $ | 12,145,000 | | | $ | 6,377,959 | | | $ | 0 | | | $ | 18,522,959 | |
| | June 30, 2017 (Tangible) | | $ | 12,145,000 | | | $ | 6,377,959 | | | $ | 0 | | | $ | 18,522,959 | |
| | | | | | | | | | | | | | | | | | |
| | | | Before | | | Net Cash | | | Tax Benefit | | | After | |
6. | | Pro Forma Assets | | Conversion | | | Proceeds | | | of Foundation | | | Conversion | |
| | | | | | | | | | | | | | | | | | |
| | June 30, 2017 | | $ | 153,632,000 | | | $ | 6,377,959 | | | $ | 0 | | | $ | 160,009,959 | |
| (1) | Includes ESOP purchases equal to 3.92% of total shares issued in the conversion, and stock program purchases equal to 1.96% of total shares issued in the conversion. |
| (2) | ESOP stock amortized over 20 years, and amortization expense is tax effected at 41.6%. |
| (3) | Stock programs amortized over 5 years, and amortization expense is tax effected at 41.6%. |
| (4) | Option valuation based on Black-Scholes model, 10 year vesting, and assuming 25% taxable. |
Exhibit IV-10
PRO FORMA EFFECT OF CONVERSION PROCEEDS
SSB Bank, Pittsburgh, PA
At the Supermaximum Value
1. | | Market Value of Shares Sold In Offering: | | $ | 10,117,120 | |
| | Market Value of Shares Issued to Foundation: | | | 0 | |
| | Market Value of Shares Issued to MHC: | | | 12,365,380 | |
| | Total Market Value of Company: | | $ | 22,482,500 | |
| | | | | | |
2. | | Offering Proceeds of Shares Sold In Offering | | $ | 10,117,120 | |
| | Less: Estimated Offering Expenses | | | 1,230,000 | |
| | Net Conversion Proceeds | | $ | 8,887,120 | |
| | | | | | |
3. | | Estimated Additional Equity and Income from Offering Proceeds | | | | |
| | Net Conversion Proceeds | | $ | 8,887,120 | |
| | Less: Cash Contribution to Foundation | | | 0 | |
| | Less: Cash for Capitalization of the MHC | | | (40,000 | ) |
| | Less: Non-Cash ESOP Purchases (1) | | | (881,314 | ) |
| | Less: Non-Cash MRP Purchases (1) | | | (440,657 | ) |
| | Net Proceeds Reinvested | | $ | 7,525,149 | |
| | Estimated net incremental rate of return | | | 1.10 | % |
| | Earnings Increase | | $ | 83,060 | |
| | Less: Estimated cost of ESOP borrowings | | | 0 | |
| | Less: Amortization of ESOP borrowings(2) | | | (25,734 | ) |
| | Less: Stock Programs Vesting (3) | | | (51,469 | ) |
| | Less: Option Plan Vesting (4) | | | (54,881 | ) |
| | Net Earnings Increase | | $ | (49,025 | ) |
| | | | | | | Net | | | | |
| | | | Before | | | Earnings | | | After | |
4. | | Pro Forma Earnings | | Conversion | | | Increase | | | Conversion | |
| | | | | | | | | | | |
| | 12 Months ended June 30, 2017 (reported) | | $ | 840,000 | | | $ | (49,025 | ) | | $ | 790,975 | |
| | 12 Months ended June 30, 2017 (core) | | $ | 840,000 | | | $ | (49,025 | ) | | $ | 790,975 | |
| | | | Before | | | Net Cash | | | Tax Benefit | | | After | |
5. | | Pro Forma Net Worth | | Conversion | | | Proceeds | | | of Foundation | | | Conversion | |
| | | | | | | | | | | | | | |
| | June 30, 2017 | | $ | 12,145,000 | | | $ | 7,525,149 | | | $ | 0 | | | $ | 19,670,149 | |
| | June 30, 2017 (Tangible) | | $ | 12,145,000 | | | $ | 7,525,149 | | | $ | 0 | | | $ | 19,670,149 | |
| | | | | | | | | | | | | | | | | | |
| | | | Before | | | Net Cash | | | Tax Benefit | | | After | |
6. | | Pro Forma Assets | | Conversion | | | Proceeds | | | of Foundation | | | Conversion | |
| | | | | | | | | | | | | | | | | | |
| | June 30, 2017 | | $ | 153,632,000 | | | $ | 7,525,149 | | | $ | 0 | | | $ | 161,157,149 | |
| (1) | Includes ESOP purchases equal to 3.92% of total shares issued in the conversion, and stock program purchases equal to 1.96% of total shares issued in the conversion. |
| (2) | ESOP stock amortized over 20 years, and amortization expense is tax effected at 41.6%. |
| (3) | Stock programs amortized over 5 years, and amortization expense is tax effected at 41.6%. |
| (4) | Option valuation based on Black-Scholes model, 10 year vesting, and assuming 25% taxable. |
EXHIBIT V-1
RP® Financial, LC.
Firm Qualifications Statement

FIRM QUALIFICATION STATEMENT
RP® Financial (“RP®) provides financial and management consulting, merger advisory and valuation services to the financial services industry nationwide. We offer a broad array of services, high quality and prompt service, hands-on involvement by principals and senior staff, careful structuring of strategic initiatives and sophisticated valuation and other analyses consistent with industry practices and regulatory requirements. Our staff maintains extensive background in financial and management consulting, valuation and investment banking. Our clients include commercial banks, thrifts, credit unions, mortgage companies, insurance companies and other financial services companies.
STRATEGIC PLANNING SERVICES
RP®’s strategic planning services are designed to provide effective feasible plans with quantifiable results. We analyze strategic options to enhance shareholder value, achieve regulatory approval or realize other objectives. Such services involve conducting situation analyses; establishing mission/vision statements, developing strategic goals and objectives; and identifying strategies to enhance franchise and/or market value, capital management, earnings enhancement, operational matters and organizational issues. Strategic recommendations typically focus on: capital formation and management, asset/liability targets, profitability, return on equity and stock pricing. Our proprietary financial simulation models provide the basis for evaluating the impact of various strategies and assessing their feasibility and compatibility with regulations.
MERGER ADVISORY SERVICES
RP®’s merger advisory services include targeting potential buyers and sellers, assessing acquisition merit, conducting due diligence, negotiating and structuring merger transactions, preparing merger business plans and financial simulations, rendering fairness opinions, preparing mark-to-market analyses, valuing intangible assets and supporting the implementation of post-acquisition strategies. Our merger advisory services involve transactions of financially healthy companies and failed bank deals. RP® is also expert in de novo charters and shelf charters. Through financial simulations, comprehensive data bases, valuation proficiency and regulatory familiarity, RP®’s merger advisory services center on enhancing shareholder returns.
VALUATION SERVICES
RP®’s extensive valuation practice includes bank and thrift mergers, thrift mutual-to-stock conversions, goodwill impairment, insurance company demutualizations, ESOPs, subsidiary companies, merger accounting and other purposes. We are highly experienced in performing appraisals which conform to regulatory guidelines and appraisal standards. RP® is the nation’s leading valuation firm for thrift mutual-to-stock conversions, with appraised values ranging up to $4 billion.
OTHER CONSULTING SERVICES
RP® offers other consulting services including evaluating the impact of regulatory changes (TARP, etc.), branching and diversification strategies, feasibility studies and special research. We assist banks/thrifts in preparing CRA plans and evaluating wealth management activities on a de novo or merger basis. Our other consulting services are facilitated by proprietary valuation and financial simulation models.
KEY PERSONNEL (Years of Relevant Experience & Contact Information)
Ronald S. Riggins, Managing Director (37) | (703) 647-6543 | rriggins@rpfinancial.com |
William E. Pommerening, Managing Director (33) | (703) 647-6546 | wpommerening@rpfinancial.com |
Marcus Faust, Managing Director (29) | (703) 647-6553 | mfaust@rpfinancial.com |
James J. Oren, Director (30) | (703) 647-6549 | joren@rpfinancial.com |
Gregory E. Dunn, Director (33) | (703) 647-6548 | gdunn@rpfinancial.com |
James P. Hennessey, Director (31) | (703) 647-6544 | jhennessey@rpfinancial.com |
Carla Pollard, Senior Vice President (28) | (703) 647-6556 | cpollard@rpfinancial.com |
Washington Headquarters | | |
Three Ballston Plaza | | Telephone: (703) 528-1700 |
1100 North Glebe Road, Suite 600 | | Fax No.: (703) 528-1788 |
Arlington, VA 22201 | | Toll-Free No.: (866) 723-0594 |
www.rpfinancial.com | | E-Mail: mail@rpfinancial.com |
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