Exhibit 99.2
___________________________________________________
CONVERSION VALUATION APPRAISAL REPORT
Prepared for:
Mid-Southern Bancorp, Inc.
Salem, Indiana
___________________________________________________
As Of:
February 28, 2018
Prepared By:
Keller & Company, Inc.
555 Metro Place North
Suite 524
Dublin, Ohio 43017
(614) 766-1426
KELLER & COMPANY
___________________________________________________
CONVERSION VALUATION APPRAISAL REPORT
Prepared for:
Mid-Southern Bancorp, Inc.
Salem, Indiana
___________________________________________________
As Of:
February 28, 2018
KELLER & COMPANY, INC.
FINANCIAL INSTITUTION CONSULTANTS
555 METRO PLACE NORTH
SUITE 524
DUBLIN, OHIO 43017
_______________________________________
(614) 766-1426 (614) 766-1459 FAX
March 16, 2018
Board of Directors
Mid-Southern Bancorp, Inc.
Mid-Southern Savings Bank, FSB
300 North Water Street
Salem, Indiana 47167
To the Board:
We hereby submit an independent appraisal ("Appraisal") of the pro forma market value of the common stock to be issued by the new Mid-Southern Bancorp, Inc. (the "Corporation") in connection with the second stage stock conversion of Mid-Southern, M.H.C. (the "M.H.C.") from the mutual to the stock form of ownership. The M.H.C. currently owns 71.69 percent of the stock of Mid-Southern Savings Bank, FSB (the "Bank"), which increased from 70.72 as a result of the inclusion of the $926,000 in cash held by the M.H.C. Such cash held at Mid-Southern M.H.C. did result in an increase in the value by $1.0 million. The remaining 29.28 percent of the Corporation's common stock is owned by public shareholders. The exchange ratios established by the Corporation as applied to the value established herein are 1.5595 shares, 1.8347 shares, 2.1099 shares, and 2.4264 shares for each share of the Corporation's common stock at the minimum, midpoint, maximum and maximum, as adjusted, respectively, of the valuation range. This appraisal was prepared and provided to the Corporation in accordance with regulatory appraisal requirements.
Keller & Company, Inc. is an independent, financial institution consulting firm that serves both thrift institutions and banks. The firm is a full-service consulting organization, as described in more detail in Exhibit A in the Appraisal, specializing in business and strategic plans, stock valuations, conversion and reorganization appraisals, market studies and fairness opinions for thrift institutions and banks. The firm has affirmed its independence in this transaction with the preparation of its Affidavit of Independence, a copy of which is included as Exhibit C in the Appraisal.
Our appraisal is based on the assumption that the data provided to us by the Bancorp and the Bank and the material provided by the independent auditors, Monroe Shine & Co., Inc., CPAs, New Albany, Indiana, are both accurate and complete. We did not verify the financial statements provided to us, nor did we conduct independent valuations of the Bank's assets and liabilities. We have also used information from other public sources, but we cannot assure the accuracy of such material.
Board of Directors
Mid-Southern Bancorp, Inc.
Mid-Southern Savings Bank, FSB
March 16, 2018
Page 2
In the preparation of this appraisal, we held discussions with the management of the Corporation and the Bank, with the law firm of Breyer & Associates, PC, McLean, Virginia, the Bank's conversion counsel, and with Keefe, Bruyette & Woods, Inc., the Bank's investment banking firm. Further, we viewed the Bank's local economy and primary market area and also reviewed the Bank's most recent Business Plan as part of our review process.
This valuation must not be considered to be a recommendation as to the purchase of stock in the Corporation, and we can provide no guarantee or assurance that any person who purchases shares of the Corporation's stock will be able to later sell such shares at a price equivalent to the price designated in this appraisal.
Our valuation will be updated as required and will give consideration to any new developments in the Bank's operation that have an impact on operations or financial condition. Further, we will give consideration to any changes in general market conditions and to specific changes in the market for publicly-traded thrift institutions. Based on the material impact of any such changes on the pro forma market value of the Corporation as determined by this firm, we will make necessary adjustments to the Corporation's appraised value in such appraisal update.
It is our opinion that as of February 28, 2018, the pro forma market value or appraised value of the Corporation was $27,000,000 at the midpoint, with a public offering of $19,356,300 or 1,935,630 shares at $10 per share, representing 71.69 percent of the total valuation. The pro forma valuation range of the Corporation is from a minimum of $22,950,000 to a maximum of $31,050,000, with a maximum, as adjusted, of $35,707,500, representing public offering ranges of $16,452,855 at the minimum to a maximum of $22,259,745, with a maximum, as adjusted, of $25,598,707, representing 1,645,286 shares, 2,225,975 shares and 2,559,871 shares at $10 per share at the minimum, maximum, and maximum, as adjusted, respectively.
The pro forma appraised value of the Corporation as of February 28, 2018, is $27,000,000, at the midpoint with a midpoint public offering of $19,356,300.
Very truly yours,
KELLER & COMPANY, INC.
TABLE OF CONTENTS
| | PAGE |
| | |
INTRODUCTION | 1 |
| | |
I. | Description of Mid-Southern Savings Bank, FSB | |
| General | 4 |
| Performance Overview | 8 |
| Income and Expense | 10 |
| Yields and Costs | 14 |
| Interest Rate Sensitivity | 15 |
| Lending Activities | 17 |
| Nonperforming Assets | 22 |
| Investments | 24 |
| Deposit Activities | 25 |
| Borrowings | 26 |
| Subsidiaries | 26 |
| Office Properties | 26 |
| Management | 26 |
| | |
II. | Description of Primary Market Area | 28 |
| | |
III. | Comparable Group Selection | |
| Introduction | |
| General Parameters | 34 |
| Merger/Acquisition | 35 |
| Trading Exchange | 35 |
| IPO Date | 36 |
| Geographic Location | 36 |
| Asset Size | 37 |
| Balance Sheet Parameters | |
| Introduction | 37 |
| Cash and Investments to Assets | 38 |
| Mortgage-Backed Securities to Assets | 39 |
| One- to Four-Family Loans to Assets | 39 |
| Total Net Loans to Assets | 40 |
| Total Net Loans and Mortgage-Backed Securities to Assets | 40 |
| Borrowed Funds to Assets | 40 |
| Equity to Assets | 41 |
| Performance Parameters | |
| Introduction | 42 |
TABLE OF CONTENTS (cont.)
III. | Comparable Group Selection (cont.) | PAGE |
| Performance Parameters (cont.) | |
| Return on Average Assets | 42 |
| Return on Average Equity | 43 |
| Net Interest Margin | 43 |
| Operating Expenses to Assets | 43 |
| Noninterest Income to Assets | 44 |
| Asset Quality Parameters | |
| Introduction | 44 |
| Nonperforming Assets to Total Assets | 45 |
| Repossessed Assets to Assets | 45 |
| Loan Loss Reserve to Assets | 45 |
| The Comparable Group | 46 |
| | |
IV. | Analysis of Financial Performance | 47 |
| | |
V. | Market Value Adjustments | |
| Earnings Performance | 50 |
| Market Area | 54 |
| Financial Conditions | 55 |
| Assets, Loan and Deposit Growth | 57 |
| Dividend Payments | 59 |
| Subscription Interest | 59 |
| Liquidity of Stock | 60 |
| Management | 61 |
| Marketing of the Issue | 62 |
| | |
VI. | Valuation Methods | |
| Introduction | 63 |
| Price to Book Value Method | 64 |
| Price to Core Earnings Method | 65 |
| Price to Assets Method | 66 |
| Valuation Conclusion | 67 |
| | |
LIST OF EXHIBITS
NUMERICAL EXHIBITS | | PAGE |
| | |
| | |
1 | Consolidated Balance Sheet - At December 31, 2017 | 69 |
2 | Consolidated Balance Sheets - At December 31, 2013 through 2016 | 70 |
3 | Consolidated Statement of Income for the Year Ended December 31, 2017 | 71 |
4 | Consolidated Statements of Income for the Years Ended December 31, 2013 through 2016 | 72 |
5 | Selected Financial Information | 73 |
6 | Income and Expense Trends | 74 |
7 | Normalized Earnings Trend | 75 |
8 | Performance Indicators | 76 |
9 | Volume/Rate Analysis | 77 |
10 | Yield and Cost Trends | 78 |
11 | Net PortfolioValue | 79 |
12 | Loan Portfolio Composition | 80 |
13 | Loan Maturity Schedule/Fixed & Adjustable-Rate Loans Schedule | 81 |
14 | Loan Originations | 83 |
15 | Delinquent Loans | 84 |
16 | Nonperforming Assets | 85 |
17 | Allowance for Loan Losses | 86 |
18 | Investment Portfolio Composition | 87 |
19 | Mix of Deposits | 88 |
20 | Certificates of Deposit by Rate and Maturity | 89 |
21 | Deposit Activity | 90 |
22 | Offices of Mid-Southern Savings Bank, FSB | 91 |
23 | Management of the Bank | 92 |
24 | Key Demographic Data and Trends | 93 |
25 | Key Housing Data | 94 |
26 | Major Sources of Employment | 95 |
27 | Unemployment Rates | 96 |
28 | Market Share of Deposits | 97 |
29 | National Interest Rates by Quarter | 98 |
30 | Share Data Prices and Pricing Ratios | 99 |
31 | Key Financial Data and Ratios | 106 |
32 | Recent Second Stage Conversions | 113 |
33 | Acquisitions and Pending Acquisitions | 114 |
LIST OF EXHIBITS (cont.)
NUMERICAL EXHIBITS | | PAGE |
| | |
34 | Balance Sheets Parameters - Comparable Group Selection | 115 |
35 | Operating Performance and Asset Quality Parameters - Comparable Group Selection | 117 |
36 | Balance Sheet Ratios Final Comparable Group | 119 |
37 | Operating Performance and Asset Quality Ratios Final Comparable Group | 120 |
38 | Balance Sheet Totals - Final Comparable Group | 121 |
39 | Balance Sheet - Asset Composition Most Recent Quarter | 122 |
40 | Balance Sheet - Liability and Equity Most Recent Quarter | 123 |
41 | Income and Expense Comparison Trailing Four Quarters | 124 |
42 | Income and Expense Comparison as a Percent of Average Assets - Trailing Four Quarters | 125 |
43 | Yields, Costs and Earnings Ratios Trailing Four Quarters | 126 |
44 | Reserves and Supplemental Data | 127 |
45 | Comparable Group Market, Pricings and Financial Ratios - Stock Prices as of February 28, 2018 | 128 |
46 | Valuation Analysis and Conclusions | 129 |
47 | Pro Forma Effects of Conversion Proceeds - Minimum | 130 |
48 | Pro Forma Effects of Conversion Proceeds - Midpoint | 131 |
49 | Pro Forma Effects of Conversion Proceeds - Maximum | 132 |
50 | Pro Forma Effects of Conversion Proceeds - Maximum as Adjusted | 133 |
51 | Summary of Valuation Premium or Discount | 134 |
| | |
ALPHABETICAL EXHIBITS | PAGE |
| | |
A | Background and Qualifications | 135 |
B | RB 20 Certification | 139 |
C | Affidavit of Independence | 140 |
| | |
| | |
| | |
INTRODUCTION
Keller & Company, Inc. is an independent appraisal firm for financial institutions and has prepared this Conversion Valuation Appraisal Report ("Report") to provide the pro forma market value of the to-be-issued common stock of the new Mid-Southern Bancorp, Inc. (the "Corporation"), a newly formed Indiana corporation and the new holding company of Mid-Southern Savings Bank, FSB ("Mid-Southern" or the "Bank"), in connection with the conversion of Mid-Southern, M.H.C. The shares of common stock to be issued represent the majority interest in Mid-Southern, M.H.C., which was formed in 1998. Mid-Southern is a subsidiary of Mid-Southern, M.H.C. Under the Plan of Conversion, Mid-Southern, M.H.C. will cease to exist, with Mid-Southern becoming a wholly owned subsidiary of the Corporation. The existing shares of stock in Mid-Southern will be exchanged for new shares of stock in the Corporation based on their current appraised value as determined in this Report.
The Application is being filed with the Office of the Comptroller of the Currency ("OCC"), the Board of Governors of the Federal Reserve System ("FRB") and the Securities and Exchange Commission ("SEC"). In accordance with the conversion, there will be an issuance of 70.72 percent of the Corporation's stock, representing the ownership of Mid-Southern, M.H.C., in the Corporation, along with the balance of assets held by Mid-Southern, M.H.C. of $920,000, resulting in a 70.72 percent public offering based on the midpoint valuation. Such Application for Conversion has been reviewed by us, including the Prospectus and related documents, and discussed with the Bank's management and the Bank's conversion counsel, Breyer & Associates, PC, McLean, Virginia.
This conversion appraisal was prepared based on the guidelines used by the OCC entitled "Guidelines for Appraisal Reports for the Valuation of Savings Institutions Converting from the Mutual to Stock Form of Organization," in accordance with the OCC application requirements
and the Revised Guidelines for Appraisal Reports and represents a full appraisal report. The Report provides detailed exhibits based on the Revised Guidelines and a discussion on each of
Introduction (cont.)
the fourteen factors that need to be considered. Our valuation will be updated in accordance with the Revised Guidelines and will consider any changes in market conditions for thrift institutions.
We define the pro forma market value as the price at which the stock of the Corporation after conversion would change hands between a typical willing buyer and a typical willing seller when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, and with both parties having reasonable knowledge of relevant facts in an arm's-length transaction. The appraisal assumes the Bank is a going concern and that the shares issued by the Corporation in the conversion are sold in noncontrol blocks.
As part of our appraisal procedure, we have reviewed the audited financial statements for the five fiscal years ended December 31, 2013 through 2017, and discussed them with Mid-Southern's management and with Mid-Southern's independent auditors, Monroe Shine & Co., Inc., CPAs, New Albany, Indiana. We have also discussed and reviewed with management other financial matters and have reviewed internal projections. We have reviewed the Corporation's preliminary Form S-1 and the Bank's preliminary Form AC and discussed them with management and with the Bank's conversion counsel.
To gain insight into the Bank's local market condition, we have visited Mid-Southern's market area of Washington, Orange and Lawrence Counties in Indiana. We have studied the economic and demographic characteristics of the primary market area, and analyzed the Bank's primary market area relative to Indiana and the United States. We have also examined the competitive market within which Mid-Southern operates, giving consideration to the area's numerous financial institution offices, mortgage banking offices, and credit union offices and other key market area characteristics, both positive and negative.
We have given consideration to the market conditions for securities in general and for publicly traded thrift stocks in particular. We have examined the performance of selected
Introduction (cont.)
publicly traded thrift institutions and compared the performance of Mid-Southern to those selected institutions.
Our valuation is not intended to represent and must not be interpreted to be a recommendation of any kind as to the desirability of purchasing the to-be-outstanding shares of common stock of the Corporation. Giving consideration to the fact that this appraisal is based on numerous factors that can change over time, we can provide no assurance that any person who purchases the stock of the Corporation in the second stage stock offering will subsequently be able to sell such shares at prices similar to the pro forma market value of the Corporation as determined in this conversion appraisal.
I. | DESCRIPTION OF MID-SOUTHERN |
GENERAL
Mid-Southern ("Mid-Southern") was organized in 1886 as an Indiana chartered mutual savings and loan association with the name Salem Building Loan Fund and Savings Association, later changing its name to Salem Savings and Loan Association in 1964. The Bank became a federally chartered savings and loan association in 1981, changing its name to Mid-Southern Federal Savings and Loan Association and then in 1988, the Bank converted its charter to a federal mutual savings bank and adopted its current name, Mid-Southern Savings Bank, FSB. In 1998, the Bank formed its mutual holding company, Mid-Southern, M.H.C. In 1998, the Corporation completed a minority stock offering. In January 2018, a new holding company was organized, Mid-Southern Bancorp, Inc., an Indiana corporation, and will become the holding company of Mid-Southern. The Corporation plans to complete a stock offering equal to all the shares owned by Mid-Southern, M.H.C. and resulting in its elimination.
Mid-Southern conducts its business from its main office, located in Salem, Indiana, and it branches located in Mitchell, Indiana, and Orleans, Indiana. The Bank also operates a loan origination office located in New Albany, Indiana. The Bank's primary retail market area is focused on the communities of Salem, Mitchell, and Orleans, while the Bank's lending market extends into the immediately surrounding Washington, Orange and Lawrence Counties as well as their surrounding counties of Jackson, Bartholomew, Jennings, Decatur, Ripley, Jefferson, Scott, Clark, Floyd, Harrison, Perry, Crawford, Dubois, Martin, Daviess, Greene, Monroe and Brown.
Mid-Southern's deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation ("FDIC") in the Bank Insurance Fund ("BIF"). The Bank is also subject to certain reserve requirements of the FRB. Mid-Southern is a member of the Federal Home
General (cont.)
Loan Bank (the "FHLB") of Indianapolis and is regulated by the OCC. As of December 31, 2017, Mid-Southern had assets of $176,676,828, deposits of $151,893,271 and equity of $24,154, 373.
Mid-Southern has been principally engaged in the business of serving the financial needs of the public in its local communities and throughout its primary market area as a community-oriented institution. Mid-Southern has been actively involved in the origination of one- to four-family mortgage loans including home equity lines of credit, commercial real estate loans and multi-family loans. At December 31, 2017, 68.6 percent of the Bank's gross loans consisted of one- to four-family real estate loans, compared to a larger 69.2 percent at December 31, 2016, with the primary sources of funds being retail deposits from residents in its local communities. The Bank is also an originator of commercial real estate loans, multi-family loans, construction loans, commercial business loans, and consumer and other loans. Consumer and other loans include automobile loans, loans on deposit accounts, and other secured and unsecured personal loans.
The Bank had cash and investments of $30.2 million, or 17.1 percent of its assets, excluding FHLB stock which totaled $777,600 or 0.4 percent of assets at December 31, 2017. The Bank had $23.1 million of its investments in mortgage-backed and related securities representing 13.1 percent of assets. Deposits, principal payments, and equity have been the primary sources of funds for the Bank's lending and investment activities. The Bank has not made use of FHLB advances.
The total amount of stock to be sold in the second stage stock offering will be $19,094,400 or 1,909,400 shares at $10 per share based on the midpoint of the appraised value of $27.0 million and representing 70.72 percent of the total appraised value. The net conversion proceeds will be $17.8 million, reflecting conversion expenses of approximately $1,250,000. The actual cash proceeds to the Bank of $8.9 million will represent 50.0 percent of the net
General (cont.)
conversion proceeds. The new ESOP will represent 8.00 percent of the public shares sold or 152,755 shares at $10 per share, representing $1,527,552. The Bank's net proceeds will be used to fund new loans and to invest in securities following their initial deployment to short term investments. The Bank may also use the proceeds to expand services, expand operations, diversify into other businesses, or for any other purposes authorized by law. The Corporation will use its proceeds to fund the ESOP, to purchase short-and intermediate-term government or federal agency securities or to invest in short-term deposits.
The Bank has experienced a moderate deposit decrease over the previous three fiscal years of 2013 to 2016, with deposits decreasing 15.7 percent from December 31, 2013, to December 31, 2016, or an average 5.2 percent per year. From December 31, 2016, to December 31, 2017, deposits then decreased by 1.4 percent, decreasing $2.2 million to $151.9 million.
The Bank has focused on improving its asset quality position, monitoring its net interest margin and earnings and strengthening its equity to assets ratio during the past four years. Equity to assets increased from 9.94 percent of assets at December 31, 2013, to 12.91 percent at December 31, 2016, impacted by the Bank's moderate shrinkage in assets and then increased modestly to 13.67 percent at December 31, 2017, due to moderate earnings combined with a continued decrease in assets.
The primary lending strategy of Mid-Southern has been to focus on the origination of one- to four-family mortgage loans, which include home equity lines of credit, commercial real estate loans and multi-family loans, with less emphasis on the origination of commercial business loans, construction loans and consumer loans.
The Bank's share of one- to four-family mortgage loans has decreased slightly from 69.2 percent of gross loans at December 31, 2016, to 68.6 percent of gross loans as of December 31, 2017. Commercial real estate loans have decreased from 19.8 percent of gross loans to 19.1 percent from December 31, 2016, to December 31, 2017, and multi-family loans have increased
General (cont.)
from 4.7 percent at December 31, 2016, to 5.4 percent at December 31, 2017. All types of real estate loans, including home equity lines of credit, as a group remained at 95.0 percent at December 31, 2016, and at December 31, 2017. The share of real estate loans is offset by the Bank's share of commercial loans and consumer loans. The Bank's share of consumer loans witnessed a decrease in their share of gross loans from 1.8 percent at December 31, 2016, to 1.7 percent at December 31, 2017, and the Bank's share of commercial business loans increased from 3.2 percent to 3.3 percent, during the same time period.
Management's internal strategy has also included continued emphasis on maintaining an adequate and appropriate level of allowance for loan losses relative to loans and nonperforming assets in recognition of the more stringent requirements within the industry to establish and maintain an adequate level of general valuation allowances and also in recognition of the Bank's higher historical level of nonperforming assets. At December 31, 2016, Mid-Southern had $2,503,000 in its loan loss allowance or 2.1 percent of gross loans, and 104.4 percent of nonperforming loans with the loan loss allowance decreasing to $1,723,000 and representing a lower 1.5 percent of gross loans and a lower 91.7 percent of nonperforming loans at
December 31, 2017.
The basis of earnings for the Bank has been interest income from loans and investments with the net interest margin being the key determinant of net earnings with a continued emphasis on strengthening noninterest income and controlling noninterest expenses. With a primary dependence on net interest margin for earnings, current management will focus on striving to strengthen the Bank's net interest margin without undertaking excessive credit risk combined with controlling the Bank's interest risk position and continue to maintain reasonable noninterest income.
PERFORMANCE OVERVIEW
The financial position of Mid-Southern at fiscal year end December 31, 2013, through December 31, 2017, is shown in Exhibits 1 and 2, and the earnings performance of Mid-Southern for the fiscal years ended December 31, 2013, through December 31, 2017, is shown in Exhibits 3 and 4. Exhibit 5 provides selected financial data at December 31, 2016, and at December 31, 2017. Mid-Southern has recently focused on slightly increasing its loan portfolio decreasing its deposits and decreasing its asset base in 2017. The most recent trend for the Bank from December 31, 2016, through December 31, 2017, was a minimal increase in assets, a slight decrease in investments, a minimal increase in loans and a modest decrease in deposits.
With regard to the Bank's historical financial condition, Mid-Southern experienced a moderate decrease in assets from December 31, 2013, through December 31, 2016, with a greater decrease in loans, a modest decrease in deposits, a moderate decrease in investments and a modest increase in the dollar level of equity over these past four years.
The Bank witnessed a decrease in assets of $26.0 million or 12.8 percent for the period of December 31, 2013, to December 31, 2016, representing an average annual decrease of 4.3 percent. For the year ended December 31, 2017, assets decreased $949,000 or 0.5 percent. Over the past four fiscal periods, the Bank experienced its largest dollar decrease in assets of $11.0 million in fiscal year 2015, due primarily to a $16.7 million decrease in portfolio loans, with a lesser $12.1 million decrease in deposits. The Bank had no increases in assets from fiscal 2013 to 2017.
Mid-Southern's net loan portfolio, which includes mortgage loans and nonmortgage loans, decreased from $155.1 million at December 31, 2013, to $114.5 million at December 31, 2016, and represented a total decrease of $40.6 million, or 26.2 percent. The average annual decrease during that period was 8.7 percent. For the year ended December 31, 2017, net loans increased $374,000 or 0.3 percent to $114.9 million.
Performance Overview (cont.)
Mid-Southern has obtained funds through deposits, with no FHLB advances at fiscal years ended December 31, 2013, through December 31, 2017. The Bank's competitive rates for deposits in its local market in conjunction with its focus on service have been the sources for competing for retail deposits. Deposits decreased $28.7 million or 15.7 percent from fiscal 2013 to 2016, representing an average annual rate of decrease of 5.2 percent, decreasing to $154.1 million at December 31, 2016. For the year ended December 31, 2017, deposits decreased by $2.2 million or 1.4 percent. The Bank's largest fiscal year deposit decrease was in 2015, when deposits decreased $12.1 million or a moderate 7.0 percent.
The Bank witnessed an increase in its dollar equity level from 2013 to 2016, with increases occurring each year. Equity then increased in the year ended December 31, 2017. At December 31, 2013, the Bank had equity of $20.2 million, representing a 9.94 percent equity to assets ratio, and equity increased to $22.9 million at December 31, 2016, representing a higher 12.91 percent equity to assets ratio. At December 31, 2017, equity was a larger $24.2 million and a modestly higher 13.67 percent of assets.
The overall increase in the equity to assets ratio from December 31, 2013, to December 31, 2016, was the result of the Bank's positive earnings in fiscal years 2014, 2015, and 2016. The dollar level of equity increased 13.2 percent from December 31, 2013, to
December 31, 2016, representing an average annual increase of 4.4 percent, and then increased 5.4 percent from December 31, 2016, through December 31, 2017.
INCOME AND EXPENSE
Exhibit 6 presents selected operating data for Mid-Southern. This table provides key income and expense figures in dollars for the fiscal years of 2016 and 2017.
Mid-Southern witnessed a modest increase in its dollar level of interest income from fiscal 2016 to fiscal 2017. Interest income was $6.40 million in 2016 and a higher $6.48 million in 2017. The increase represented $80,000 or 1.25 percent.
The Bank's interest expense experienced a decrease from fiscal year 2016 to 2017. Interest expense decreased from $714,000 in 2016 to $655,000 in 2017, representing a decrease of $59,000 or 8.3 percent. Interest income increased a larger $80,000. Such increase in interest income from 2016 to 2017, notwithstanding the decrease in interest expense, resulted in a dollar increase in annual net interest income and a modest increase in net interest margin.
The Bank has made credits to its provisions for loan losses in each of the past two fiscal years of 2016 and 2017, after making positive large provisions in 2013 and 2014. The amounts of those provisions were determined in recognition of the Bank's balance of loans, level of nonperforming assets, charge-offs and level of repossessed assets. The loan loss provisions were $(449,000) in 2016 and $(700,000) in 2017. The impact of these loan loss provisions has been to provide Mid-Southern with a general valuation allowance of $1,723,058 at December 31, 2017, or 1.5 percent of gross loans and 91.7 percent of nonperforming loans.
Total other income or noninterest income indicated a minimal increase from 2016 to 2017. Noninterest income was $883,000 or 0.50 percent of assets in 2016 and a similar $884,000 in fiscal year 2017 or 0.50 percent of assets. Noninterest income consists primarily of service charges, gains on the sale of securities, BOLI income, ATM and debit card income, and other income.
The Bank's general and administrative expenses or noninterest expenses decreased from $5,371,000 for the fiscal year of 2016 to $5,252,000 for the fiscal year ended December 31,
Income and Expense (cont.)
2017, representing a percentage decrease of 2.2 percent. On a percent of average assets basis, operating expenses increased from 2.99 percent of average assets for the fiscal year ended December 31, 2016, to 3.07 percent for the fiscal year ended December 31, 2017, impacted by the Bank's decrease in assets.
The net earnings position of Mid-Southern has indicated moderate volatility from 2013 to 2017. The annual net income figures for the fiscal years of 2013, 2014, 2015 and 2016 were $(1,221,316), $129,764, $1,492,393 and $1,138,485, respectively, representing returns on average assets of (0.57) percent, 0.07 percent, 0.79 percent and 0.64 percent for fiscal years 2013, 2014, 2015 and 2016, respectively. For the year ended December 31, 2017, earnings were $1,173,438, representing a return on average assets of 0.67 percent.
Exhibit 7 provides the Bank's normalized earnings or core earnings for the year ended December 31, 2017. The Bank's normalized earnings eliminate any nonrecurring income and expense items. There was one adjustment related to the Bank's $700,000 credit to provision for loan losses, resulting in core income being a lower $960,000, compared to actual net income of $1,173,000.
The key performance indicators comprised of selected performance ratios, asset quality ratios and capital ratios are shown in Exhibit 8 to reflect the results of performance. The Bank's return on assets changed from 0.64 percent in 2016 to 0.67 percent in fiscal year 2017. The Bank's return on average equity increased slightly from 2016 to 2017. The return on average equity increased from 5.08 percent in 2016, to 5.10 percent in 2017.
The Bank's net interest rate spread increased from 3.27 percent in 2016 to 3.40 percent in 2017. The Bank's net interest margin indicated a similar trend, from 3.37 percent in 2016 to 3.50 percent in 2017. Mid-Southern's net interest rate spread increased 13 basis points from 2016 to 2017. The Bank's net interest margin followed a similar trend, increasing 13 basis points from 2016 to 2017.
Income and Expense (cont.)
Mid-Southern's ratio of interest-earning assets to interest-bearing liabilities increased slightly from 122.1 percent at December 31, 2016, to 125.1 percent at December 31, 2017. The Bank's modest increase in its ratio of interest-earning assets to interest-bearing liabilities is primarily the result of the Bank's larger increase in its interest-earning assets.
Another key performance ratio reflecting efficiency of operation is the ratio of noninterest expenses to noninterest income plus net interest income referred to as the "efficiency ratio." The industry norm is 55.5 percent for all thrifts and 70.8 percent for thrifts with assets of greater than $100.0 million to $1.0 billion, with the lower the ratio indicating higher efficiency. The Bank has been characterized with a moderately lower level of efficiency historically reflected in its higher efficiency ratio, which decreased from 81.8 percent in 2016 to 78.3 percent in 2017, due to a rise in net interest income and a decrease in noninterest expenses.
Earnings performance can be affected by an institution's asset quality position. The ratio of nonperforming assets to total assets is a key indicator of asset quality. Mid-Southern witnessed a decrease in its nonperforming assets ratio from 2016 to 2017. The ratio is still higher than the industry norm. Nonperforming assets, by definition, consist of loans delinquent 90 days or more, troubled debt restructurings that have not been performing for at least three months, and real estate owned nonaccruing loans. Mid-Southern's nonperforming assets consisted of real estate owned and nonaccrual loans, with no loans 90 days or more past due. The ratio of nonperforming assets to total assets was 1.2 percent at December 31, 2017, decreasing from 1.5 percent at December 31, 2016. The Bank also had $1,875,000 in restructured loans.
Two other indicators of asset quality are the Bank's ratios of allowance for loan losses to total loans and also to nonperforming loans. The Bank's allowance for loan losses was 2.1 percent of loans at December 31, 2016, and decreased to 1.5 percent at December 31, 2017. As a percentage of nonperforming loans, Mid-Southern's allowance for loan losses to nonperforming loans was 104.4 percent at December 31, 2016, and a lower 91.7 percent at
Income and Expense (cont.)
December 31, 2017. The Bank did experience a noticeable increase in net charge-offs to average loans, increasing from 0.2 percent in 2016 to 1.5 percent in 2017.
Exhibit 9 provides the changes in net interest income due to rate and volume changes for the fiscal year of 2017. For the year ended December 31, 2017, net interest income increased $139,000, due to an increase in interest income of $80,000, accented by a $59,000 decrease in interest expense. The increase in interest income was due to an increase due to volume of $53,000, accented by an increase due to rate of $27,000. The decrease in interest expense was due to a $15,000 decrease due to rate, accented by a $106,000 decrease, due to volume.
YIELDS AND COSTS
The overview of yield and cost trends for the fiscal years ended December 31, 2016 and 2017, and at December 31, 2017, can be seen in Exhibit 10, which offers a summary of key yields on interest-earning assets and costs of interest-bearing liabilities.
Mid-Southern's weighted average yield on its loan portfolio decreased 10 basis points from fiscal year 2016 to 2017, from 4.69 percent to 4.59 percent and then increased 3 basis points to 4.62 percent at December 31, 2017. The yield on investment securities increased 21 basis points from 2.38 percent in 2016 to 2.59 percent in fiscal year 2017, and then increased 11 basis points to 2.70 percent at December 31, 2017. The yield on interest-bearing deposits increased 48 basis points from 0.32 percent in fiscal 2016 to 0.80 percent in fiscal 2017 and then increased 24 basis points to 1.04 percent at December 31, 2017. The yield on Federal Home Loan Bank stock remained at 4.24 percent for all periods. The combined weighted average yield on all interest-earning assets increased 10 basis points to 3.88 percent from fiscal year 2016 to 2017 and then increased 9 basis points to 3.97 percent at December 31, 2017.
Mid-Southern's weighted average cost of interest-bearing liabilities decreased 3 basis points to 0.48 percent from fiscal year 2016 to 2017, which was less than the Bank's 10 basis point increase in yield, resulting in an increase in the Bank's net interest rate spread of 13 basis points from 3.27 percent to 3.40 percent from 2016 to 2017. Then the Bank's interest rate spread increased 8 basis points to 3.48 percent at December 31, 2017. The Bank's net interest margin increased from 3.37 percent in fiscal year 2016 to 3.50 percent in fiscal year 2017, representing an increase of 13 basis points.
The Bank's ratio of average interest-earning assets to interest-bearing liabilities increased from 122.1 percent for the year ended December 31, 2016, to 125.1 percent for the year ended December 31, 2017.
INTEREST RATE SENSITIVITY
Mid-Southern has monitored its interest rate sensitivity position and focused on maintaining a reasonable level of interest rate risk exposure by maintaining a moderate share of adjustable-rate commercial real estate loans and adjustable-rate commercial loans, to offset its share of fixed-rate residential mortgage loans. Mid-Southern recognizes the thrift industry's historically higher interest rate risk exposure, which caused a negative impact on earnings and economic value of equity in the past as a result of significant fluctuations in interest rates, specifically rising rates in the past. Such exposure was due to the disparate rate of maturity and/or repricing of assets relative to liabilities commonly referred to as an institution's "gap." The larger an institution's gap, the greater the risk (interest rate risk) of earnings loss due to a decrease in net interest margin and a decrease in economic value of equity or portfolio loss. In response to the potential impact of interest rate volatility and negative earnings impact, many institutions have taken steps to reduce their gap position. This frequently results in a decline in the institution's net interest margin and overall earnings performance. Mid-Southern has responded to the interest rate sensitivity issue by maintaining higher shares of adjustable-rate one- to four-family loans, multi-family loans and commercial real estate loans.
The Bank's key measure of its interest rate risk is through the use of its economic value of equity ("EVE") of the expected cash flows from interest-earning assets and interest-bearing liabilities and any off-balance sheets contracts. The EVE for the Bank is calculated on a quarterly basis by an outside firm, showing the Bank's EVE to asset ratio, the dollar change in EVE, and the change in the EVE ratio for the Bank under rising and falling interest rates. Such changes in EVE ratio under changing rates are reflective of the Bank's interest rate risk exposure. The Bank also measures its interest rate risk through the use of the change in its net interest income under rising and falling interest rates.
There are numerous factors which have a measurable influence on interest rate sensitivity in addition to changing interest rates. Such key factors to consider when analyzing interest rate
Interest Rate Sensitivity (cont.)
sensitivity include the loan payoff schedule, accelerated principal payments, deposit maturities, interest rate caps on adjustable-rate mortgage loans and deposit withdrawals.
Exhibit 11 provides the Bank's EVE levels as of December 31, 2017, based on the most recent calculations and reflects the changes in the Bank's EVE levels under rising and declining interest rates.
The Bank's change in its EVE level at December 31, 2017, based on a rise in interest rates of 100 basis points was a 2.3 percent decrease, representing a dollar decrease in equity value of $(801,000). In comparison, based on a decline in interest rates of 100 basis points, the Bank's EVE level was estimated to decrease 0.7 percent or $(259,000) at December 31, 2017. The Bank's exposure increases to an 8.2 percent decrease under a 200 basis point rise in rates, representing a dollar decrease in equity of $2,907,000. The Bank's exposure is not measurable based on a 200 basis point decrease in interest rates, due to the currently low level of interest rates.
The Bank is aware of its interest rate risk exposure under rapidly rising rates and falling rates. Due to Mid-Southern's recognition of the need to control its interest rates exposure, the Bank has recognized the importance of maintaining its share of adjustable-rate mortgage loans. The Bank plans to increase its lending activity in the future. The Bank will also continue to focus on strengthening its EVE ratio, recognizing the planned second stage stock offering will strengthen the Bank's EVE ratio, based on any change in interest rates.
LENDING ACTIVITIES
Mid-Southern has focused its lending activity on the origination of one- to four-family mortgage loans, commercial real estate loans and multi-family loans, and has also made construction loans, commercial business loans and consumer loans. Exhibit 12 provides a summary of Mid-Southern's loan portfolio by loan type at December 31, 2016, and at December 31, 2017.
The primary loan type for Mid-Southern has been one- to four-family mortgage loans, including home equity lines of credit, representing a strong 68.6 percent of the Bank's gross loans as of December 31, 2017. This share of loans has seen a slight decrease from 69.2 percent at December 31, 2016. The second largest loan type as of December 31, 2017, was commercial real estate loans, which comprised a moderate 19.1 percent of gross loans, compared to 19.8 percent as of December 31, 2016, and represented the second largest real estate loan category in 2017. The third largest loan category at December 31, 2017, was multi-family loans, which represented 5.4 percent of loans compared to a smaller 4.7 percent at December 31, 2016. The next largest loan category at December 31, 2017, was commercial business loans, which represented 3.3 percent of loans compared to a smaller 3.2 percent at December 31, 2016. The final real estate loan category was construction loans, including residential and commercial construction loans, which represented a modest 1.9 percent of gross loans at December 31, 2017, and a lesser 1.3 percent at December 31, 2016. The six real estate loan categories represented a strong 95.0 percent of gross loans at December 31, 2017, compared to an identical 95.0 percent of gross loans at December 31, 2016.
Commercial business loans represent a modest size loan category for Mid-Southern. Commercial business loans totaled $3.9 million and represented 3.3 percent of gross loans at December 31, 2017, compared to a similar $3.8 million or 3.2 percent of gross loans at December 31, 2016.
Lending Activities (cont.)
The combined consumer and other loan category was the smallest loan category at December 31, 2017, and represented a minimal 1.7 percent of gross loans compared to a similar 1.8 percent at December 31, 2016. The Bank's consumer and other loans include automobile loans, savings account loans, and secured and unsecured personal loans. The overall mix of loans has witnessed modest change from December 31, 2016, to December 31, 2017, with the Bank having decreased its shares of one- to four-family loans and commercial real estate loans to offset its modest increases in construction loans and multi-family loans with the emphasis of Mid-Southern's lending activity being the origination of one- to four-family loans, commercial real estate loans and multi-family loans for its portfolio.
The Bank offers several types of adjustable-rate mortgage loans, ("ARMs") with adjustment periods of five years, seven years and ten years. The interest rates on ARMs are generally indexed to the rate on five-year Treasury bills. ARMs have a maximum rate adjustment of 2.25 percent at each adjustment period, and 6.0 percent for the life of the loan. Rate adjustments are computed by adding a stated margin to the index. The Bank normally retains all ARMs which it originates. The majority of ARMs have terms of up to 30 years, the maximum term offered, with some having terms of 15 and 20 years.
The Bank's one- to four-family mortgage loans remain outstanding for shorter periods than their contractual terms, because borrowers have the right to refinance or prepay. These mortgage loans contain "due on sale" clauses which permit the Bank to accelerate the indebtedness of the loan upon transfer of ownership of the mortgage property.
The Bank's other key mortgage loan product is a fixed-rate mortgage loans. Fixed-rate mortgage loans have a maximum term of 30 years. The Bank's adjustable-rate and fixed-rate mortgage loans normally do not conform to FHLMC or Fannie Mae underwriting standards.
Lending Activities (cont.)
The normal loan-to-value ratio for conventional mortgage loans to purchase or refinance one-to four-family dwellings generally does not exceed 80 percent at Mid-Southern. Mortgage loans originated by the Bank include due-on-sale clauses enabling the Bank to adjust rates on fixed-rate loans in the event the borrower transfers ownership.
Mid-Southern has also been an originator of adjustable-rate and fixed-rate commercial real estate loans and multi-family loans in the past and will continue to make multi-family and commercial real estate loans. The Bank had a total of $22.3 million in commercial real estate loans and $6.4 million in multi-family loans at December 31, 2017, or a combined 24.5 percent of gross loans, compared to a similar $28.6 million or 24.5 percent of gross loans at
December 31, 2016.
The major portion of commercial real estate are secured by churches, retail establishments, industrial and office buildings, farm properties, and other owner-occupied properties used for business. Multi-family loans are secured by apartment buildings with five or more units in the Bank's local market. Multi-family and commercial real estate loans have terms of 20 years and an amortization period of 20 years. The maximum loan-to-value ratio is normally 70.0 percent.
The Bank is an originator of commercial and industrial loans, which totaled $3.9 million at December 31, 2017, and represented 3.3 percent of gross loans. Commercial and industrial loans include secured and unsecured loans to professionals, small businesses and sole proprietorships. Commercial business loans have terms of fixed and revolving lines of credit and a loan-to-value ratio of the collateral of up to 70.0 percent.
The Bank also originates residential and commercial construction loans. The Bank had $2.2 million or 1.9 percent of gross loans in construction loans at December 31, 2017. Construction loans normally have a term of 12 months with an adjustable interest rate for the
Lending Activities (cont.)
term of the loan and a loan-to-value ratio of no more than 80.0 percent of appraised value or 90.0 percent of cost. The Bank's construction loans provide for interest only payments during the term of the loan with the principal amount due at the end of the loan term.
Mid-Southern is also an originator of consumer and other loans, with these loans totaling only $2.0 million at December 31, 2017, and representing 1.7 percent of gross loans. Consumer loans primarily include automobile loans, share loans and secured and unsecured personal loans.
Exhibit 13 provides a loan portfolio maturity schedule and breakdown and summary of Mid-Southern's fixed- and adjustable-rate loans, indicating a strong majority of adjustable-rate loans. At December 31, 2017, 82.1 percent of the Bank's loans due after December 31, 2018, were adjustable-rate and 17.9 percent were fixed-rate. At December 31, 2017, the Bank had a modest 13.0 percent of its loans due on or before December 31, 2018, or in one year or less, with 24.4 percent due by December 31, 2018, or in one to five years. The Bank had an additional 62.6 percent of its loans with a maturity of more than 5 years.
As indicated in Exhibit 14, Mid-Southern experienced a moderate increase in its adjustable-rate one- to four-family loan originations and total loan originations form fiscal year 2016 to 2017. Total loan originations in fiscal year 2016 were $27.2 million compared to a larger $32.4 million in fiscal year 2017, reflective of the higher level of adjustable-rate one- to four-family loans originated, increasing from $9.0 million to $14.1 million. The increase in adjustable-rate one- to four-family loan originations form 2016 to 2017 of $5.1 million represented 98.1 percent of the Association's $5.2 million aggregate increase in total loan originations from 2016 to 2017, with adjustable-rate commercial real estate loans increasing $2.7 million and commercial real estate construction loans increasing $3.4 million. Residential construction loan originations decreased $989,000 from 2016 to 2017, all consumer loans decreased $369,000 from 2016 to 2017, and all commercial business loans increased $441,000.
Lending Activities (cont.)
Overall, loan originations exceeded principal payments, charge-offs, loan repayments and other deductions in 2016 but fell short of these deductions in 2017. In fiscal 2016, loan originations exceeded deductions by $371,000, impacted by $27.2 million in loan originations, and then fell short of deductions by $413,000 in 2017, impacted by a stronger $32.8 million in principal payments.
NONPERFORMING ASSETS
Mid-Southern understands asset quality risk and the direct relationship of such risk to delinquent loans and nonperforming assets, including real estate owned. The quality of assets has been a key concern to financial institutions throughout many regions of the country. A number of financial institutions have been confronted with rapid increases in their levels of nonperforming assets over the past few years and have been forced to recognize significant losses, setting aside major valuation allowances and being subject to much higher provision for loan losses.
A sharp increase in nonperforming assets has often been related to specific regions of the country and has frequently been associated with higher risk loans, including commercial real estate loans, multi-family loans and nonowner-occupied one- to four-family loans. Mid-Southern has been faced with a modestly higher level of nonperforming assets in 2013, with nonperforming assets decreasing steadily thereafter to a lower level by 2017.
Exhibit 15 provides a summary of Mid-Southern's delinquent loans at December 31, 2017. The Bank had $3,132,000 in loans delinquent 30 to 89 days at December 31, 2017. Loans delinquent 90 days or more totaled $613,000 at December 31, 2017, with these two categories representing 3.2 percent of portfolio loans with 89.9 percent of these loans consisting of one- to four-family real estate loans and the remainder in commercial real estate loans.
It is a normal procedure for Mid-Southern to contact a borrower when the borrower fails to make a loan payment. When a loan is delinquent 15 days, the Bank sends a late notice to the borrower, followed by a phone call within 30 days delinquency and then a delinquency letter is normally sent. The Bank then initiates both written and oral communication with the borrower if the loan remains delinquent. Under certain circumstances, the Bank may arrange for an alternative payment structure through a workout agreement. A decision as to whether and when to initiate foreclosure proceeding is based on such factors as the amount of the outstanding loan, the extent of the delinquency and the borrower's ability and willingness to cooperate in
Nonperforming Assets (cont.)
curing the delinquency. The Bank generally initiates foreclosure when a loan has been delinquent 90 days and no workout agreement has been reached.
Exhibit 16 provides a summary of Mid-Southern's nonperforming assets at December 31, 2016 and 2017. Nonperforming assets, by definition, include loans 90 days or more past due, nonaccruing loans, troubled debt restructurings that have not performed, and repossessed assets. The Bank carried a higher level of nonperforming assets at December 31, 2016, and December 31, 2017, relative to industry norms. Mid-Southern's level of nonperforming assets was $2,710,000 at December 31, 2016, and a moderately lower $2,054,000 at December 31, 2017, which represented 1.5 percent of assets in 2016 and 1.2 percent in 2017. The Bank's nonperforming assets included $2,397,000 in nonaccrual loans, no loans 90 days or more past due, no nonaccruing troubled debt restructurings, and $313,000 in real estate owned for a total of $2,710,000 at December 31, 2016. At December 31, 2017, nonperforming assets included no loans 90 days or more past due, $1,878,000 in nonaccrual loans, no nonaccruing troubled debt restructurings, and $176,000 in real estate owned for a total of $2,054,000 at December 31, 2017.
Exhibit 17 shows Mid-Southern's allowance for loan losses at activity for the years ended December 31, 2016 and 2017, indicating the activity and the resultant balances. Mid-Southern has witnessed a moderate decrease in its balance of allowance for loan losses from $2,503,000 at December 31, 2016, to $1,723,000 at December 31, 2017, in response to its decrease in loans and decrease in nonperforming assets. The Bank had negative provisions for loan losses of $(449,000) in the fiscal year ended December 31, 2016, and $(700,000) in the fiscal year ended December 31, 2017.
The Bank had total charge-offs of $244,000 in 2016 and $101,000 in 2017 with total recoveries of $66,000 in 2016, and $21,000 in 2017. The Bank's ratio of allowance for loan losses to gross loans was 2.10 percent at December 31, 2016, and a lower 1.50 percent at December 31, 2017, impacted by the Bank's credit to allowance for loan losses. Allowance for
Nonperforming Assets (cont.)
loan losses to nonperforming loans was 104.4 percent at December 31, 2016, and a lower 91.7 percent at December 31, 2017.
INVESTMENTS
The investment and securities portfolio, excluding interest-bearing deposits, has been comprised of U.S. government and federal agency obligations, municipal obligations, and mortgage-backed securities. Exhibit 18 provides a summary of Mid-Southern's investment portfolio at December 31, 2016 and 2017, including FHLB stock. Investment securities totaled $45.2 million at December 31, 2016, based on fair value, compared to $46.7 million at December 31, 2017. The Bank had $26.8 million in mortgage-backed securities at December 31, 2016, and a smaller $23.1 million at December 31, 2017, both of which are included in total investments.
The primary component of investment securities at December 31, 2017, was mortgage-backed securities, representing 49.4 percent of total investments, including FHLB stock, compared to a larger 59.2 percent at December 31, 2016. The Bank also had cash and interest-bearing deposits totaling $7.5 million at December 31, 2017, and a larger $9.3 million at December 31, 2016. The Bank had $778,000 in FHLB stock at December 31, 2016 and 2017. The weighted average yield on investment securities was 3.44 percent for the year ended December 31, 2017, with a lower 0.80 percent yield on other interest-earning deposits for the year ended December 31, 2017.
DEPOSIT ACTIVITIES
The mix of deposits by amount at and for the years ended December 31, 2016 and 2017, is provided in Exhibit 19. There has been a modest change in total deposits and in the deposit mix during this period. Total deposits decreased from $154.1 million at December 31, 2016, to $151.9 million at December 31, 2017, representing a decrease of $2.2 million or 1.4 percent. Certificates of deposit decreased from $59.1 million at December 31, 2016, to $51.6 million at December 31, 2107, representing a decrease of $7.5 million or 12.7 percent, while interest and noninterest checking accounts, savings accounts, and MMDA accounts increased $5.3 million from $95.0 million at December 31, 2016, to $100.3 million at December 31, 2017 or 5.6 percent.
Exhibit 20 provides a breakdown of certificates of deposits by maturity and rate as of December 31, 2017. A modest 16.9 percent of these certificates of deposit mature in six months or less. The largest category of these certificates based on maturity was certificates maturing over three years, which represented 31.8 percent of certificates. The smallest category of these certificates based on maturity was certificates with a maturity of over one year and less than two years, totaling $9.2 million, representing 17.9 percent of certificates of deposit. Long-term certificates of deposit with a maturity of over three years represent a moderate 24.7 percent of deposits.
Exhibit 21 provides a summary of the Bank's deposit activity in fiscal year 2016 and 2017. Each year indicated negative net deposits with net withdrawals exceeding deposits. In 2016, there was a net decrease in deposits of $6.2 million, representing a 3.8 percent decrease in deposits. In 2017, there was a net decrease in deposits of $2.2 million, representing a 1.4 percent decrease in deposits.
BORROWINGS
Mid-Southern has not made regular use of FHLB advances in each of the years ended December 31, 2016 and 2017. The Bank had no FHLB advances at December 31, 2016, or December 31, 2017.
SUBSIDIARIES
Mid-Southern had one active subsidiary at December 31, 2017, Mid-Southern Investments, Inc. Mid-Southern Investments, Inc. was formed in 2017 to invest in general market municipal bonds. The Bank's capital investment in Mid-Southern Investments totaled $10.2 million at December 31, 2017.
OFFICE PROPERTIES
Mid-Southern had three retail offices at December 31, 2017, with its home office located in Salem, Indiana, with branches in Orleans, Indiana, and Mitchell, Indiana (reference Exhibit 23). The Bank also has one loan office in New Albany, Indiana. At December 31, 2017, the Bank's net investment in premises and equipment, based on depreciated cost, was $2.0 million or 1.15 percent of assets.
MANAGEMENT
The president and chief executive officer of Mid-Southern is Mr. Alexander G. Babey (reference Exhibit 24). He has served as president and chief executive officer of the Bank since October 2016. Mr. Babey is also president and chief executive officer of Mid-Southern Bancorp, positions he has held since its formation in January 2018. He is also a director of the Bank, a position he has held since 2016. Mr. Babey has been with the Bank since 2013. He has
Management (cont.)
extensive banking experience with particular expertise in lending. Prior to joining Mid-Southern, he served as executive vice president and senior loan officer at a community bank. Mr. Frank M. Benson, III, has been the executive vice president and senior loan officer of Mid-Southern since June 2014. Prior to joining Mid-Southern, he was senior vice president of lending at MainSource Bank from 1998 through June 2014. Ms. Erica B. Schmidt serves Mid-Southern as executive vice president, chief financial officer and treasurer. Ms. Schmidt has served as executive vice president and chief financial officer since January 2014. Prior to that, Ms. Schmidt served the Bank as controller from September 2005 through December 2013. Ms. Schmidt has been treasurer since 2008 and has been corporate secretary since 2013.
II. DESCRIPTION OF PRIMARY MARKET AREA
Mid-Southern's lending market area encompasses all of Lawrence, Orange and Washington Counties in Indiana and extends into the surrounding area, and the retail market area is currently focused on the communities of Salem, Orleans and Mitchell and their immediately surrounding areas.
Exhibit 24 shows the trends in population, households and income for Lawrence, Orange and Washington Counties, Indiana and the United States. The population trends indicate a minimal increases in all three counties. For the period from 2000 to 2010, population increased by 0.5 percent, 2.8 percent and 3.8 percent in Lawrence County, Orange County and Washington County, with Indiana and the United States increasing in population by 6.6 percent and 9.7 percent, respectively. Lawrence and Orange Counties are projected to decrease in population at rates of 1.2 percent and 0.1 percent through 2020, with Washington County, Indiana and the United States increasing in population by 0.7 percent, 4.7 percent and 7.6 percent, respectively, through 2020.
More important is the trend in households. Washington County experienced a slightly higher 5.7 percent increase in households from 2000 through 2010, compared to increases of 1.5 percent in households in Lawrence County, 3.3 percent increase in households in Orange County, 7.1 percent increase in households in Indiana and 10.7 percent in the United States. Washington County, Indiana and the United States are projected to increase in households from 2010 through 2020 by 0.7 percent, 4.6 percent and 7.5 percent, respectively. Lawrence and Orange Counties are projected to decrease in households by 1.2 percent and 0.2 percent, respectively.
Lawrence County had a per capita income level of $17,653 in 2000, with Orange County, Washington County and Indiana at per capita income levels of $16,717, $16,748 and $20,397, respectively, lower than the United States at $22,162. Per capita income increased from 2000 to 2010. Lawrence County's per capita level increased to $21,352. Orange County's per capita income level increased to $19,119, Washington County's per capita income increased to
Description of Primary Market Area (cont.)
$19,278, Indiana's per capita income level increased to $22,806, with all four of those areas still below the United States' $26,059 per capita income level.
In 2000, the median household income level in Lawrence County was $36,280, with Orange and Washington Counties and Indiana at $31,564, $36,630 and $41,567, with median household income in the United States at $41,994. Median household income increased from 2000 to 2010 by 11.3 percent, 17.6 percent, 8.4 percent, 7.3 percent, and 19.2 percent to $40,380, $37,120, $39,722, $44,613, and $50,046 in Lawrence, Orange and Washington Counties, Indiana and the United States, respectively. These five areas are also projected to show increases in their median household income levels from 2010 through 2020. Lawrence County is projected to experience an increase in its median household income level by 8.3 percent to $43,724, while Orange and Washington Counties, Indiana and the United States are projected to experience median household income increases of 6.1 percent, 11.2 percent, 18.9 percent, 21.0 percent and 23.1 percent to $45,528, $45,146, $63,822, $54,419 and $61,618, respectively, from 2010 to 2020.
Exhibit 25 provides a summary of key housing data for Lawrence, Orange and Washington Counties, Indiana and the United States. In 2000, Lawrence County had a rate of owner-occupancy of 78.9 percent, Orange County had a rate of owner-occupancy of a slightly higher 79.1 percent and Washington County had the highest owner-occupancy rate of 81.1 percent. Indiana and the United States had owner-occupancy rates at 71.4 percent and 66.2 percent, respectively. As a result, Lawrence County supported a lower rate of renter-occupied housing of 21.1 percent, compared to 20.9 percent in Orange County, 18.9 percent in Washington County, 28.6 percent in Indiana and 33.8 percent in the United States. In 2010, owner-occupied housing decreased slightly in all three counties to 76.4 percent, 75.0 percent and 78.3 percent, respectively, in Lawrence, Orange and Washington Counties, with Indiana and the United States decreasing in owner-occupied housing to 69.9 percent and 65.1 percent, respectively. Conversely, the renter- occupied rates increased slightly in Lawrence, Orange and Washington Counties to levels of 23.6 percent, 25.0 percent and 21.7 percent, respectively, with
Description of Primary Market Area (cont.)
Indiana and the United States increasing in renter-occupied housing to 30.1 percent and 34.9 percent, respectively, in 2010.
Lawrence County's 2000 median housing value was $75,400, higher than Orange County's median housing value of $63,500, but lower than Washington County at $77,500, Indiana at $94,300 and the United States with a median housing value of $119,600. The 2000 median rent in Lawrence County was $447, higher than both Orange and Washington Counties' levels of $385 and $418, respectively, and much lower than Indiana and the United States at 2000 levels of $521 and $602 for median rent. In 2010, median housing values had increased in Lawrence, Orange and Washington Counties, Indiana and the United States to $95,700, $90,200, $101,200, $123,400 and $186,200. The 2010 median rent levels were $602, $587, $610, $719 and $871 in Lawrence, Orange and Washington Counties, Indiana and the United States, respectively.
In 2000, the major source of employment for all area–except Washington County–by industry group, based on share of employment, was the services industry. The services industry was responsible for the majority of employment with 40.8 percent of jobs in Lawrence County, 34.5 percent of jobs in Orange County, 31.0 percent of jobs in Washington County, 40.9 percent of jobs in Indiana and 46.7 percent in the United States (reference Exhibit 26). The manufacturing sector held the highest percentage of jobs in Washington County. The manufacturing sector was the second major employer in Lawrence, Orange and Washington Counties and Indiana at 28.6 percent, 29.5 percent, 33.0 percent, and 22.9 percent, respectively, with the wholesale-retail industry the second largest employer in the United States at 15.3 percent of employment. The construction group was the third major overall employer in all three counties and Indiana with 12.8 percent, 13.5 percent, 13.2 percent and 15.2 percent of employment in Lawrence, Orange and Washington Counties and Indiana. The manufacturing industry employed the third largest amount of persons in the United States at 14.1 percent.
Description of Primary Market Area (cont.)
In 2010, the services industry, manufacturing industry and wholesale/retail industry provided the first, second and third highest levels of employment, respectively, for all areas. The services industry accounted for 50.7 percent, 47.2 percent, 42.1 percent, 48.0 percent and 51.2 percent in Lawrence, Orange and Washington Counties, Indiana and the United States, respectively. The manufacturing industry provided for 16.9 percent, 20.9 percent, 23.4 percent, 18.3 percent and 15.0 percent in Lawrence, Orange and Washington Counties, Indiana and the United States, respectively. The wholesale/retail industry was the third largest employer in all areas in 2010, accounting for 14.2 percent, 9.5 percent, 12.2 percent, 14.3 percent and 14.8 percent of employment in Lawrence, Orange and Washington Counties, Indiana and the United States, respectively.
Some of the largest employers in Washington County are listed below.
Kimball Office Casegoods Manufacturing | Manufacturing |
Peerless Gear | Manufacturing |
Gkn Sinter Metals | Manufacturing |
Net Shape Technologies, Inc. | Manufacturing |
John Jones Auto Group | Retail (Auto Sales) |
Blue River Wood Products | Manufacturing |
Jean's Extrusions | Manufacturing |
St. Vincent Salem Hospital | Medical Services |
The unemployment rate is another key economic indicator. Exhibit 27 shows the unemployment rates Lawrence, Orange and Washington Counties, Indiana and the United States in 2013 through 2017. Lawrence County has been characterized by slightly higher unemployment rates with both Lawrence and Orange Counties having higher rates in 2016 than all other areas. In 2013, Lawrence County had an unemployment rate of 10.1 percent, compared to unemployment rates of 9.9 percent in Orange County, 8.7 percent in Washington County, 7.7 percent in Indiana and 7.4 percent in the United States. In 2014, Lawrence County's rate of unemployment decreased to 8.1 percent compared to a decrease to 7.7 percent in Orange County
Description of Primary Market Area (cont.)
and decreases to 6.6 percent in Washington County, 6.0 percent in Indiana and 6.2 percent in the United States. In 2015, all areas had increases in unemployment rates to 6.5 percent, 6.0 percent, 5.2 percent, 4.8 percent and 5.3 percent in Lawrence, Orange and Washington Counties, Indiana and the United States, respectively. In 2016, the unemployment rates in all areas again decreased: to 5.7 percent in Lawrence County, to 5.1 percent in Orange County, to 4.5 percent in Washington County, to 4.4 percent in Indiana and to 4.9 percent in the United States. Through 2017, unemployment rates decreased in Lawrence, Orange and Washington Counties to 4.5 percent, 4.0 percent and 3.7 percent, respectively, decreased to 3.5 percent in Indiana, and decreased to 4.4 percent in the United States.
Exhibit 28 provides deposit data for banks and thrifts in Lawrence, Orange and Washington Counties. Mid-Southern's deposit base was approximately $153.0 million or a strong share of the $301.4 million total thrift deposits but a smaller share of the total deposits, which were approximately $949.6 million as of June 30, 2017. It is evident from the size of the thrift deposits and bank deposits that Mid-Southern has a moderate deposit base in the three-county area but a higher level of 50.8 percent market penetration for thrifts deposits in the three-county area.
Exhibit 29 provides interest rate data for each quarter for the years 2014 through 2017. The interest rates tracked are the Prime Rate, as well as 90-Day, One-Year and Thirty-Year Treasury Bills. Short term interest rates experienced a stable trend in 2014, followed by a slightly rising trend in 2015 and stronger increases in 2016 and 2017.
SUMMARY
In summary, population increased by an average of 2.4 percent in the three market area counties from 2000 to 2010, and the number of households increased in an average of 3.5 percent in the three market area counties. The 2010 median household income in all three market area counties was lower than state and national levels. All three counties' 2017 unemployment rates were higher than the state rate with Lawrence County higher than the national rate. According to the 2010 Census, median housing values were $95,700, $90,200, $101,200, $123,400, and $186,200 for Lawrence, Orange and Washington Counties, Indiana and the United States, respectively. More recently, the 2012-2016 American Community Survey 5-Year Estimates (Census Bureau) indicates median housing values of $103,400 in Lawrence County, $88,400 in Orange County, $104,600 in Washington County, $126,500 in Indiana and $184,700 in the United States.
The Corporation holds deposits of approximately 50.8 percent of all thrift deposits in the three-county market area as of June 30, 2017, and a modest 16.1 percent share of the larger total deposit base of $949.6 million.
III. | COMPARABLE GROUP SELECTION |
Introduction
Integral to the valuation of the Corporation is the selection of an appropriate group of publicly traded thrift institutions, hereinafter referred to as the "comparable group." This section identifies the comparable group and describes each parameter used in the selection of each institution in the group, resulting in a comparable group based on such specific and detailed parameters, current financials and recent trading prices. The various characteristics of the selected comparable group provide the primary basis for making the necessary adjustments to the Corporation's pro forma value relative to the comparable group. There is also a recognition and consideration of financial comparisons with all publicly traded, FDIC-insured thrifts in the United States and all publicly traded, FDIC-insured thrifts in the Midwest region.
Exhibits 30 and 31 present Share Data and Pricing Ratios and Key Financial Data and Ratios, respectively, both individually and in aggregate, for the universe of 134 publicly traded, FDIC-insured thrifts in the United States ("all thrifts"), excluding mutual holding companies, used in the selection of the comparable group and other financial comparisons. Exhibits 30 and 31 also subclassify all thrifts by region, including the 41 publicly traded Midwest thrifts ("Midwest thrifts") and the 7 publicly traded thrifts in Indiana ("Indiana thrifts"). Exhibit 30 presents prices, pricing ratios and price trends for all publicly traded FDIC-insured thrifts.
The selection of the comparable group was based on the establishment of both general and specific parameters using financial, operating and asset quality characteristics of the Corporation as determinants for defining those parameters. The determination of parameters was also based on the uniqueness of each parameter as a normal indicator of a thrift institution's operating philosophy and perspective. The parameters established and defined are considered to be both reasonable and reflective of the Corporation's basic operation.
Introduction (cont.)
Inasmuch as the comparable group must consist of at least ten institutions, the parameters relating to asset size and geographic location have been expanded as necessary in order to fulfill this requirement.
GENERAL PARAMETERS
Merger/Acquisition
The comparable group will not include any institution that is in the process of a merger or acquisition as a target at February 28, 2018, due to the price impact of such a pending transaction. There was one thrift institution that was a potential comparable group candidate but had to be eliminated due to its involvement in a merger/acquisition.
| Institution | State |
| Jacksonville Bancorp | Illinois |
There are no pending merger/acquisition transactions involving thrift institutions that were potential comparable group candidates in the Corporation's city, county or market area as indicated in Exhibit 33.
Trading Exchange
It is necessary that each institution in the comparable group be listed on one of the three major stock exchanges, the New York Stock Exchange or the National Association of Securities Dealers Automated Quotation System (NASDAQ). Such a listing indicates that an institution's stock has demonstrated trading activity and is responsive to normal market conditions, which are requirements for listing. Of the 134 publicly traded, FDIC-insured savings institutions,
Trading Exchange (cont.)
excluding the 22 mutual holding companies, 3 are traded on the New York Stock Exchange and 73 are traded on NASDAQ. There were an additional 22 traded over the counter and 35 institutions listed in the Pink Sheets, but they were not considered for the comparable group selection.
IPO Date
Another general parameter for the selection of the comparable group is the initial public offering ("IPO") date, which must be at least four quarterly periods prior to December 31, 2017, in order to insure at least four consecutive quarters of reported data as a publicly traded institution. The resulting parameter is a required IPO date prior to December 31, 2016.
Geographic Location
The geographic location of an institution is a key parameter due to the impact of various economic and thrift industry conditions on the performance and trading prices of thrift institution stocks. Although geographic location and asset size are the two parameters that have been developed incrementally to fulfill the comparable group requirements, the geographic location parameter has nevertheless eliminated regions of the United States distant to the Corporation, including the West and Southwest regions.
The geographic location parameter consists of the Midwest, North Central, Southern and Northeast for a total of fifteen states. To extend the geographic parameter beyond those states could result in the selection of similar thrift institutions with regard to financial conditions and operating characteristics, but with different pricing ratios due to their geographic regions. The result could then be an unrepresentative comparable group with regard to price relative to the parameters and, therefore, an inaccurate value.
Asset Size
Asset size was another key parameter used in the selection of the comparable group. The total asset size for any potential comparable group institution was $1.0 billion or less, due to the general similarity of asset mix and operating strategies of institutions within this asset range, compared to the Corporation, with assets of approximately $177 million. Such an asset size parameter was necessary to obtain an appropriate comparable group of at least ten institutions.
In connection with asset size, we did not consider the number of offices or branches in selecting or eliminating candidates, since that characteristic is directly related to operating expenses, which are recognized as an operating performance parameter.
SUMMARY
Exhibits 36 and 37 show the 27 institutions considered as comparable group candidates after applying the general parameters, with the outlined institutions being those ultimately selected for the comparable group using the balance sheet, performance and asset quality parameters established in this section.
BALANCE SHEET PARAMETERS
Introduction
The balance sheet parameters focused on seven balance sheet ratios as determinants for selecting a comparable group, as presented in Exhibit 34. The balance sheet ratios consist of the following:
1. Cash and investments to assets
2. Mortgage-backed securities to assets
Introduction (cont.)
3. One- to four-family loans to assets
4. Total net loans to assets
5. Total net loans and mortgage-backed securities to assets
6. Borrowed funds to assets
7. Equity to assets
The parameters enable the identification and elimination of thrift institutions that are distinctly and functionally different from the Corporation with regard to asset mix. The balance sheet parameters also distinguish institutions with a significantly different capital position from the Corporation. The ratio of deposits to assets was not used as a parameter as it is directly related to and affected by an institution's equity and borrowed funds ratios, which are separate parameters.
Cash and Investments to Assets
The Bank's ratio of cash and investments to assets, excluding mortgage-backed securities, was 17.14 percent at December 31, 2017, and reflects the Corporation's share of cash and investments higher than the national and regional averages of 12.47 percent and 13.74 percent, respectively. The Bank's investments have consisted primarily of U.S. government and federal agency securities, municipal securities and interest-bearing deposits. For its two most recent fiscal years ended December 31, 2017, the Corporation's average ratio of cash and investments to assets was a lower 16.10 percent, ranging from a high of 17.14 percent in 2017 to a low of 15.06 percent in 2016. It should be noted that, for the purposes of comparable group selection, the Corporation's $777,600 balance of Federal Home Loan Bank stock at December 31, 2017, is included in the other assets category, rather than in cash and investments, in order to be consistent with reporting requirements and sources of statistical and comparative analysis related to the universe of comparable group candidates and the final comparable group.
Cash and Investments to Assets (cont.)
The parameter range for cash and investments is has been defined as 25.0 percent or less of assets, with a midpoint of 12.5 percent.
Mortgage-Backed Securities to Assets
At December 31, 2017, the Corporation's ratio of mortgage-backed securities to assets was a strong 13.05 percent, higher than the national average of 7.34 percent and higher than the regional average of 7.57 percent for publicly traded thrifts. The Bank's two most recent fiscal year average is a higher 14.12 percent, higher than industry averages.
Inasmuch as many institutions purchase mortgage-backed securities as an alternative to both lending, relative to cyclical loan demand and prevailing interest rates, and other investment vehicles, this parameter is also fairly broad at 20.0 percent or less of assets and a midpoint of 10.0 percent.
One- to Four-Family Loans to Assets
The Corporation's lending activity is focused on the origination of residential mortgage loans secured by one- to four-family dwellings. One- to four-family loans, excluding construction loans, represented 45.22 percent of the Corporation's assets at December 31, 2017, which is lower than its ratios of 45.59 percent at December 31, 2016. The parameter for this characteristic is 55.0 percent of assets or less in one- to four-family loans with a midpoint of 27.5 percent.
Total Net Loans to Assets
At December 31, 2017, the Corporation had a 65.03 percent ratio of total net loans to assets and a slightly higher than its two-year fiscal year average of 64.75 percent, with the current ratio being lower than the national average of 72.85 percent and the regional average of 70.15 percent for publicly traded thrifts. The Corporation's ratio of total net loans to assets changed from 64.47 percent of total assets in fiscal year 2016 to 65.03 percent in fiscal year 2017.
The parameter for the selection of the comparable group is from 50.0 percent to 95.0 percent with a midpoint of 67.5 percent. The lower end of the parameter range relates to the fact that, as the referenced national and regional averages indicate, many institutions hold greater volumes of investment securities and/or mortgage-backed securities as cyclical alternatives to lending, but may otherwise be similar to the Corporation.
Total Net Loans and Mortgage-Backed Securities to Assets
As discussed previously, the Corporation's shares of mortgage-backed securities to assets and total net loans to assets were 13.05 percent and 65.03 percent, respectively, for a combined share of 78.08 percent. Recognizing the industry and regional ratios of 80.2 percent and 77.7 percent, respectively, the parameter range for the comparable group in this category is 70.0 percent to 95.0 percent, with a midpoint of 82.5 percent.
Borrowed Funds to Assets
The Corporation had no borrowed funds at December 31, 2017, which is below the current industry average of 10.17 percent. The Corporation also had no borrowed funds at December 31, 2014 and 2015.
Borrowed Funds to Assets (cont.)
The use of borrowed funds by some institutions indicates an alternative to retail deposits and may provide a source of longer term funds. The federal insurance premium on deposits has also increased the attractiveness of borrowed funds. The institutional demand for borrowed funds has decreased in recent years, due to much lower rates paid on deposits. Additionally, many thrifts are not aggressively seeking deposits, since quality lending opportunities have diminished in the current economic environment.
The parameter range of borrowed funds to assets is 15.0 percent or less with a midpoint of 7.5 percent.
Equity to Assets
The Corporation's equity to assets ratio was 13.67 percent at December 31, 2017, 12.91 percent at December 31, 2016, and 12.01 percent at December 31, 2015, averaging 12.86 percent for the three fiscal years ended December 31, 2017. The Bank's dollar equity increased in each of the past three fiscal years, also increasing at December 31, 2017, for a total 10.0 percent increase from December 31, 2015, to December 31, 2017, and a 5.4 percent increase from December 31, 2016 to December 31, 2017. After conversion, based on the midpoint value of $27.0 million and a public offering of $19.1 million, with 50.0 percent of the net proceeds of the public offering going to the Bank, its equity is projected to increase within the range of 17.0 percent to 18.0 percent of assets, with the Corporation within the range of 20.0 percent to 21.0 percent of assets.
Based on those equity ratios, we have defined the equity ratio parameter to be 8.0 percent to 15.0 percent with a midpoint ratio of 11.5 percent.
PERFORMANCE PARAMETERS
Introduction
Exhibit 35 presents five parameters identified as key indicators of the Corporation's earnings performance and the basis for such performance both historically and during the four quarters ended December 31, 2017. The primary performance indicator is the Corporation's core return on average assets (ROAA). The second performance indicator is the Corporation's core return on average equity (ROAE). To measure the Corporation's ability to generate net interest income, we have used net interest margin. The supplemental source of income for the Corporation is noninterest income, and the parameter used to measure this factor is the ratio of noninterest income to average assets. The final performance indicator is the Corporation's ratio of operating expenses or noninterest expenses to average assets, a key factor in distinguishing different types of operations, particularly institutions that are aggressive in secondary market activities, which often results in much higher operating costs and overhead ratios.
Return on Average Assets
The key performance parameter is core ROAA. For the year ended December 31, 2017, the Corporation's core ROAA was 0.54 percent based on core earnings after taxes of $960,000, as detailed in Item I of this Report. The Corporation's ROAAs in its most recent two fiscal years of 2016 and 2017 were 0.64 percent and 0.67 percent, respectively, with a two fiscal year average ROAA of 0.66 percent.
Considering the historical and current earnings performance of the Corporation, the range for the ROAA parameter based on core income has been defined as 1.00 percent or less with a midpoint of 0.50 percent.
Return on Average Equity
The ROAE has been used as a secondary parameter to eliminate any institutions with an unusually high or low ROAE that is inconsistent with the Corporation's position. The Corporation's core ROAE for the year ended December 31, 2017, was 5.10 percent based on core income. In its most recent two fiscal years, the Corporation's average ROAE was 5.09 percent, from 5.08 percent in 2016 to 5.10 percent in 2017.
The parameter range for ROAE for the comparable group, based on core income, is 9.00 percent or less with a midpoint of 4.5 percent.
Net Interest Margin
The Corporation had a net interest margin of 3.44 percent for the year ended
December 31, 2017, representing net interest income as a percentage of average interest-earning assets. The Corporation's net interest margin levels in its prior fiscal year of 2016 was 3.37 percent, averaging 3.41 percent for the prior two fiscal years.
The parameter range for the selection of the comparable group is from a low of 2.75 percent to a high of 4.75 percent with a midpoint of 3.75 percent.
Operating Expenses to Assets
For the year ended December 31, 2017, the Corporation had a 2.96 percent ratio of operating expense to average assets. In its two most recent fiscal years of 2016 and 2017, the Corporation's expense ratio averaged 2.98 percent, from a low of 2.96 percent in fiscal year 2017 to a high of 2.99 percent in fiscal year 2016.
Operating Expenses to Assets (cont.)
The operating expense to assets parameter for the selection of the comparable group is from a low of 2.25 percent to a high of 3.25 percent with a midpoint of 2.75 percent.
Noninterest Income to Assets
Compared to publicly traded thrifts, the Corporation has experienced a lower than average level of noninterest income as a source of additional income. The Corporation's ratio of noninterest income to average assets was 0.50 percent for the year ended December 31, 2017. For its most recent two fiscal years ended December 31, 2016 and 2017, the Corporation's ratio of noninterest income to average assets was 0.41 percent and 0.50 percent, respectively, for an average of 0.46 percent.
The range for this parameter for the selection of the comparable group is 1.20 percent of average assets or less, with a midpoint of 0.60 percent.
ASSET QUALITY PARAMETERS
Introduction
The final set of financial parameters used in the selection of the comparable group are asset quality parameters, also shown in Exhibit 35. The purpose of these parameters is to insure that the thrift institutions in the comparable group as a group have an asset quality position similar to that of the Corporation. The three defined asset quality parameters are the ratios of nonperforming assets to total assets, repossessed assets to total assets and loan loss reserves to total assets at the end of the most recent period.
Nonperforming Assets to Total Assets
The Corporation's ratio of nonperforming assets to assets was 1.17 percent at
December 31, 2017, which was higher than the national average of 0.70 percent for publicly traded thrifts and the average of 0.72 percent for Midwest thrifts. The Corporation's ratio of nonperforming assets to total assets averaged 1.34 for its most recent two fiscal years ended December 31, 2017, from a high of 1.50 percent in fiscal year 2016 to a low of 1.17 percent in fiscal year 2017.
The comparable group parameter for nonperforming assets is 1.40 percent or less of total assets, with a midpoint of 0.70 percent.
Repossessed Assets to Assets
The Corporation had repossessed assets of $176,000 at December 31, 2017, representing a ratio to total assets of 0.10 percent, following a ratio of repossessed assets to total assets of 0.18 percent. National and regional averages were 0.14 percent and 0.16 percent, respectively, for publicly traded thrift institutions.
The range for the repossessed assets to total assets parameter is 0.50 percent of assets or less with a midpoint of 0.25 percent.
Loans Loss Reserves to Assets
The Corporation had an allowance for loan losses of $1,723,000, representing a loan loss allowance to total assets ratio of 0.98 percent at December 31, 2017, which was lower than its 1.41 percent ratio at December 31, 2016.
Loans Loss Reserves to Assets (cont.)
The loan loss allowance to assets parameter range used for the selection of the comparable group required a minimum ratio of 0.30 percent of assets.
THE COMPARABLE GROUP
With the application of the parameters previously identified and applied, the final comparable group represents ten institutions identified in Exhibits 36, 37 and 38. The comparable group institutions range in size from $262.8 million to $982.9 million with an average asset size of $615.0 million and have an average of 9.0 offices per institution. The comparable group institutions are located in Maryland, Minnesota, Nebraska, Louisiana, Illinois, Kentucky, Indiana, New York, Pennsylvania and Wisconsin, and all ten are traded on NASDAQ.
The comparable group institutions as a unit have a ratio of equity to assets of 12.4 percent, which is 1.9 percent higher than all publicly traded thrift institutions in the United States; and for the most recent four quarters indicated a core return on average assets of 0.62 percent, lower than all publicly traded thrifts at 0.80 percent, lower than the publicly traded Midwest thrifts at 0.85 percent and Indiana thrifts at 0.86 percent.
IV. | ANALYSIS OF FINANCIAL PERFORMANCE |
This section reviews and compares the financial performance of the Corporation to all publicly traded thrifts and to publicly traded thrifts in the Midwest region, as well as to the ten institutions constituting the Corporation's comparable group, as selected and described in the previous section. The comparative analysis focuses on financial condition, earning performance and pertinent ratios as presented in Exhibits 37 through 42.
As presented in Exhibits 39 and 40, at December 31, 2017, the Corporation's total equity of 13.67 percent of assets was higher than the comparable group at 12.37 percent, all thrifts at 12.14 percent and Midwest thrifts at 11.76 percent. The Corporation had a 65.03 percent share of net loans in its asset mix, lower than the comparable group at 76.48 percent, all thrifts at 72.85 percent and Midwest thrifts at 70.15 percent. The Corporation's higher share of net loans and 17.14 percent share of cash and investments, higher than industry averages, resulted in its higher 13.05 percent share of mortgage-backed securities. The comparable group had a lower 9.99 percent share of cash and investments and a lower 7.47 percent share of mortgage-backed securities. All thrifts had 7.34 percent of assets in mortgage-backed securities and 12.47 percent in cash and investments. The Corporation's 85.97 percent share of deposits was higher than the comparable group, all thrifts and Midwest thrifts, reflecting the Corporation's absence of borrowed funds. As ratios to assets, the comparable group had 80.93 percent of deposits and 6.40 percent of borrowed funds. All thrifts averaged a 76.44 percent share of deposits and 10.17 percent of borrowed funds, while Midwest thrifts had a 76.42 percent share of deposits and a 9.03 percent share of borrowed funds. The Corporation had no goodwill and intangible assets, compared to 0.65 percent for the comparable group, 0.54 percent for all thrifts and 0.29 percent for Midwest thrifts.
Operating performance indicators are summarized in Exhibits 43, 44 and 45 and provide a synopsis of key sources of income and key expense items for the Corporation in comparison to the comparable group, all thrifts, and regional thrifts for the trailing four quarters.
Analysis of Financial Performance (cont.)
As shown in Exhibit 43, for the year ended December 31, 2017, the Corporation had a yield on average interest-earning assets lower than the comparable group, all thrifts and Midwest thrifts. The Corporation's yield on interest-earning assets was 3.83 percent compared to the comparable group at 4.24 percent, all thrifts at 4.07 percent and Midwest thrifts at 3.94 percent.
The Corporation's cost of funds for the year ended December 31, 2017, was lower than the comparable group, all thrifts and Midwest thrifts. The Corporation had an average cost of interest-bearing liabilities of 0.48 percent compared to 0.78 percent for the comparable group, 0.81 percent for all thrifts, and 0.73 percent for Midwest thrifts. The Corporation's lower yield on interest-earning assets and lower interest cost resulted in a net interest spread of 3.35 percent, which was lower than the comparable group at 3.45 percent and higher than all thrifts at 3.24 percent and Midwest thrifts at 3.21 percent. The Corporation generated a net interest margin of 3.44 percent for the year ended December 31, 2017, based on its ratio of net interest income to average interest-earning assets, which was lower than the comparable group ratio of 3.56 percent. All thrifts averaged a similar 3.42 percent net interest margin for the trailing four quarters, with Midwest thrifts at a lower 3.35 percent.
The Corporation's major source of earnings is interest income, as indicated by the operations ratios presented in Exhibit 42. The Corporation had a $700,000 credit to provision for loan losses during the year ended December 31, 2017, representing (0.40)percent of average assets. The average provision for loan losses for the comparable group was 0.11 percent, with all thrifts at 0.21 percent and Midwest thrifts at 0.20 percent.
The Corporation's total noninterest income was $884,000 or 0.50 percent of average assets for the year ended December 31, 2017. Such a lower ratio of noninterest income to average assets was below the comparable group at 0.85 percent, and lower than all thrifts at 0.88 percent and Midwest thrifts at 1.03 percent. For the year ended December 31, 2017, the Corporation's operating expense ratio was 2.96 percent of average assets, higher than the
Analysis of Financial Performance (cont.)
comparable group at 2.85 percent and all thrifts at 2.92 percent and lower than Midwest thrifts at 3.15 percent.
The overall impact of the Corporation's income and expense ratios is reflected in its net income and return on assets. For the year ended December 31, 2017, the Corporation had a net ROAA of 0.66 percent and a lower core ROAA of 0.54 percent. For its most recent four quarters, the comparable group had a similar net ROAA of 0.64 percent and higher core ROAA of 0.62 percent. All publicly traded thrifts averaged a higher net ROAA of 0.90 percent and 0.80 percent core ROAA, with Midwest thrifts at a 0.88 percent net ROAA and a 0.85 percent core ROAA.
V. | MARKET VALUE ADJUSTMENTS |
This is a conclusive section where adjustments are made to determine the pro forma market value or appraised value of the Corporation based on a comparison of Mid-Southern with the comparable group. These adjustments will take into consideration such key items as earnings performance, primary market area, financial condition, asset and deposit growth, dividend payments, subscription interest, liquidity of the stock to be issued, management, and market conditions or marketing of the issue. It must be noted that all of the institutions in the comparable group have their differences among themselves and relative to the Bank, and, as a result, such adjustments become necessary.
EARNINGS PERFORMANCE
In analyzing earnings performance, consideration was given to net interest income, the amount and volatility of interest income and interest expense relative to changes in market area conditions and to changes in overall interest rates, the quality of assets as it relates to the presence of problem assets which may result in adjustments to earnings, due to provisions for loan losses, the balance of current and historical nonperforming assets and real estate owned, the balance of valuation allowances to support any problem assets or nonperforming assets, the amount and volatility of noninterest income, and the amount and ratio of noninterest expenses to assets. The earnings performance analysis was based on the Bank's respective net and core earnings for the twelve months ended December 31, 2017, with comparisons to the core earnings of the comparable group, all thrifts and other geographical subdivisions along with a review of historical earnings trend.
As discussed earlier, the Bank experienced decreases in its assets, deposits and gross loans in fiscal 2014, 2015 and 2016, followed by a modest decrease in assets, deposits, and gross loans in 2017. The Bank also experienced a decrease in nonperforming assets and has focused on maintaining a competitive net interest margin, monitoring and strengthening its ratio
Earnings Performance (cont.)
of interest sensitive assets relative to interest sensitive liabilities, thereby maintaining its overall interest rate risk, and maintaining adequate allowances for loan losses to reduce the impact of any charge-offs. Historically, the Bank has closely monitored its yields and costs, resulting in a net interest margin, which has been similar to industry averages due to its lower cost of funds, with a 3.44 percent net interest margin for the year ended December 31, 2017, which was similar to the industry average of 3.42 percent but lower than the comparable group average of 3.56 percent. During its past two fiscal years, Mid-Southern's ratio of interest expense to interest-bearing liabilities has decreased slightly from 0.51 percent in fiscal year 2016 to 0.48 percent in fiscal year 2017, which was below the industry average. The Bank's cost of funds ratio of 0.48 percent for the year ended December 31, 2017, was lower than the average of 0.78 percent for the comparable group and lower than the average of 0.81 percent for all thrifts. Following the second stage offering, the Bank will strive to maintain its net interest margin, maintain its noninterest income, maintain its net income, increase its loan portfolio, control its return on assets, reduce its higher balance of nonperforming and classified assets, and closely monitor its interest rate risk.
The Bank has experienced an increase in loan originations in fiscal year 2017, but had a stronger increase in principal payments in 2017, resulting in a net decrease in loan activity.
From December 31, 2016, to December 31, 2017, many categories of loans including one- to four-family residential mortgage loans, residential construction loans, commercial real estate loans and consumer loans had decreases in their balances. One- to four-family loans indicated a dollar decrease of $1.1 million or 1.3 percent, decreasing from $81.0 million to $79.9 million. Commercial real estate loans decreased by $869,000 or 3.7 percent from December 31, 2016, to December 31, 2017. Other key changes were residential construction loans, which decreased $659,000 or 85.9 percent, and commercial real estate construction loans, which increased $1.4 million or 190.3 percent. Overall, the Bank's lending activities resulted in a total loan decrease of $413,000 or 0.4 percent and a net loan increase of $374,000 or 0.3 percent from
Earnings Performance (cont.)
December 31, 2016, to December 31, 2017, due to the Bank's $700,000 credit to provision for loan losses.
The impact of Mid-Southern's primary lending efforts has been to generate a yield on average interest-earning assets of 3.83 percent for the year ended December 31, 2017, compared to a higher 4.24 percent for the comparable group, 4.07 percent for all thrifts, 3.94 percent for Midwest thrifts, and 3.88 percent for Indiana thrifts. The Bank's ratio of interest income to average assets was 3.66 percent for the year ended December 31, 2017, lower than the comparable group at 3.92 percent and all thrifts at 3.71 percent, and higher than Midwest thrifts at 3.61 percent, and Indiana thrifts at 3.49 percent, reflecting the Bank's larger share of securities.
Mid-Southern's 0.48 percent cost of interest-bearing liabilities for the year ended December 31, 2017, was lower than the comparable group at 0.78 percent, all thrifts at 0.81 percent, Midwest thrifts at 0.73 percent, and Indiana thrifts at 0.53 percent. The Bank's resulting net interest spread of 3.35 percent for the year ended December 31, 2017, was lower than the comparable group at 3.45 percent, higher than all thrifts at 3.24 percent, Midwest thrifts at 3.21 percent and similar to Indiana thrifts at 3.35 percent. The Bank's net interest margin of 3.44 percent, based on average interest-earning assets for the year ended December 31, 2017, was lower than the comparable group at 3.56 percent, similar to all thrifts and Indiana thrifts at 3.42 percent and higher than Midwest thrifts at 3.35 percent.
The Bank's ratio of noninterest income to average assets was 0.50 percent for the year ended December 31, 2017, which was noticeably lower than the comparable group at 0.85 percent, lower than all thrifts at 0.88 percent, Midwest thrifts at 1.03 percent and Indiana thrifts at 1.07 percent.
The Bank's operating expenses were higher than the comparable group, all thrifts and Indiana thrifts. For the year ended December 31, 2017, Mid-Southern had an operating expense to assets ratio of 2.96 percent compared to 2.85 percent for the comparable group, 2.92 percent
Earnings Performance (cont.)
for all thrifts and Indiana thrifts and 3.15 percent for Midwest thrifts. Mid-Southern had a higher 78.30 percent efficiency ratio for the year ended December 31, 2017, compared to the comparable group with an efficiency ratio of 58.8 percent. The efficiency ratio for all publicly traded thrifts was 59.7 percent for the most recent twelve months.
For the year ended December 31, 2017, Mid-Southern generated a lower ratio of noninterest income, a higher ratio of noninterest expenses and lower net interest margin relative to its comparable group. The Bank had a (0.40) percent provision for loan losses during the year ended December 31, 2017, compared to the comparable group at 0.11 percent of assets, all thrifts at 0.21 percent and Midwest thrifts at 0.20 percent. The Bank's allowance for loan losses to total loans of 1.48 percent was higher than the comparable group and also higher than all thrifts. The Bank's 83.4 percent ratio of reserves to nonperforming assets was lower than the comparable group at 158.8 percent and lower than all thrifts at 135.2 percent.
The Bank's net ROAA was similar to the comparable group, and core ROAA for the year ended December 31, 2017, was lower than the comparable group. Based on net earnings, the Bank had a return on average assets of 0.66 percent for the year ended December 31, 2017, and a return on average assets of 0.64 percent in fiscal years 2016. The Bank had a core ROAA of 0.54 percent in 2017. For their most recent four quarters, the comparable group had a similar net ROAA of 0.64 percent and a higher core ROAA of 0.62 percent, while all thrifts indicated a higher net ROAA and higher core ROAA of 0.90 percent and 0.80 percent, respectively. Midwest thrifts indicated a net ROAA of 0.88 percent and a core ROAA of 0.85 percent, and Indiana thrifts indicated a higher net ROAA of 0.97 percent and higher core ROAA of 0.86 percent.
Following its second stage conversion, Mid-Southern's earnings will continue to be dependent on a combination of the overall trends in interest rates, the consistency, reliability and variation of its noninterest income and overhead expenses, its asset quality and its future reduced needs for provisions for loan losses. Earnings are projected to decrease in 2018, 2019 and 2020.
Earnings Performance (cont.)
In recognition of the foregoing earnings related factors, considering Mid-Southern's historical, current and projected performance measures, a downward adjustment has been made to the Corporation's pro forma market value for earnings performance.
MARKET AREA
Mid-Southern's lending market consists of Lawrence, Orange and Washington Counties in Indiana. As discussed in Section II, population increased in the three market area counties by an average of 2.4 percent from 2000 to 2010, and the number of households increased in the three market area counties by an average of 3.5 percent. Both population and households are projected to decrease by a three-county average of 0.2 percent through 2020. The 2010 median household income in all three market area counties was lower than state and national levels. All three counties' 2017 unemployment rates were higher than the state rate with Lawrence County's rate slightly higher than the national rate. According to the 2010 Census, median housing values were $95,700, $90,200, $101,200, $123,400 and $186,200 for Lawrence, Orange and Washington Counties, Indiana and the United States, respectively.
The Corporation holds deposits of approximately 50.8 percent of all thrift deposits in the three-county market area as of June 30, 2017, and a lesser 16.1 percent share of the total deposit base of $949.6 million.
In recognition of the foregoing factors, recognizing the contrast in the Bank's Indiana market, we believe that a downward adjustment is warranted for the Bank's market area.
FINANCIAL CONDITION
The financial condition of Mid-Southern is discussed in Section I and shown in Exhibits 1, 2, 5, and 12 through 23, and is compared to the comparable group in Exhibits 38, 39 and 40. The Bank's ratio of total equity to total assets was 13.67 percent at December 31, 2017, which was modestly higher than the comparable group at 12.37 percent, all thrifts at 12.14 percent and Midwest thrifts at 11.76 percent. Based on the second stage offering completed at the midpoint of the valuation range, the Corporation's pro forma equity to assets ratio will increase to 20.70 percent and the Bank's pro forma equity to assets ratio will increase to 17.47 percent.
The Bank's mix of assets and liabilities indicates both similarities to and variations from its comparable group. Mid-Southern had a moderately lower 65.0 percent ratio of net loans to total assets at December 31, 2017, compared to the comparable group at 76.5 percent. All thrifts indicated a higher 72.9 percent, as did Midwest thrifts at 70.2 percent. The Bank's 17.1 percent share of cash and investments was higher than the comparable group at 10.0 percent, while all thrifts were at 12.5 percent and Midwest thrifts were at 13.7 percent. Mid-Southern's 13.1 percent ratio of mortgage-backed securities to total assets was also higher than the comparable group at 7.5 percent and all thrifts at 7.3 percent and higher than Midwest thrifts at 7.6 percent.
The Bank's 86.0 percent ratio of deposits to total assets was modestly higher than the comparable group at 80.9 percent, higher than all thrifts at 76.4 percent and higher than Midwest thrifts at 76.4 percent. Mid-Southern's higher ratio of deposits was due to its absence of borrowed funds but higher share of equity of 13.7 percent, compared to the comparable group at 12.4 percent of equity to total assets, with all thrifts at 12.1 percent and Midwest thrifts at 11.8 percent. Mid-Southern had borrowed funds of zero percent of assets at December 31, 2017, lower than the comparable group at 6.4 percent, and lower than all thrifts at 10.2 percent and Midwest thrifts at 9.0 percent. In fiscal year 2017, total deposits decreased by $2.2 million or 1.4 percent, typical of the Bank. During fiscal year 2016, Mid-Southern's deposits decreased by $6.2 million or 3.8 percent from $160.2 million to $154.0 million.
Financial Condition (cont.)
Mid-Southern had lower goodwill or intangible assets of zero percent and had a similar share of repossessed real estate at December 31, 2017. The Bank had repossessed real estate of $176,000 or 0.10 percent of assets at December 31, 2017. This compares to ratios of 0.65 percent for goodwill and intangible assets and 0.10 percent for real estate owned, for the comparable group. All thrifts had a goodwill and intangible assets ratio of 0.54 percent and a real estate owned ratio of 0.14 percent.
The financial condition of Mid-Southern is impacted by its currently higher than average balance of nonperforming assets of $2.1 million or 1.17 percent of total assets at
December 31, 2017, compared to a lower 0.80 percent for the comparable group, 0.70 percent for all thrifts, and 0.72 percent for Midwest thrifts. The Bank's ratio of nonperforming assets to total assets was 1.53 percent at December 31, 2016, and 1.88 percent at December 31, 2015.
At December 31, 2017, Mid-Southern had $1,723,000 of allowances for loan losses, which represented 0.98 percent of assets and 1.48 percent of total loans. The comparable group indicated lower allowances , relative to assets and loans, equal to 0.91 percent of assets and 1.14 percent of total loans, while all thrifts had allowances relative to assets and loans that averaged a lower 0.75 percent of assets and a lower 1.00 percent of total loans. Also of major importance is an institution's ratio of allowances for loan losses to nonperforming assets, since a portion of nonperforming assets might eventually be charged off. Mid-Southern's $1,723,000 of allowances for loan losses, represented a lower 83.4 percent of nonperforming assets at December 31, 2017, compared to the comparable group's 158.8 percent, with all thrifts at a higher 135.2 percent and Midwest thrifts at a higher 141.4 percent. Mid-Southern's ratio of net charge-offs to average total loans was 0.07 percent for the year ended December 31, 2017, compared to a higher 0.17 percent for the comparable group, 0.17 percent for all thrifts and 0.23 percent for Midwest thrifts.
Financial Condition (cont.)
Mid-Southern has a modest level of interest rate risk. The change in the Bank's EVE at December 31, 2017, reflecting the most current information available, based on a rise in interest rates of 100 basis points was a 2.3 percent decrease, representing a dollar decrease in equity value of $801,000. The Bank's exposure is a higher 8.2 percent decrease in its EVE under a 200 basis point rise in rates, representing a dollar decrease in equity of $2,907,000.
Compared to the comparable group, with particular attention to the Bank's asset quality position, equity level, asset and liability mix and interest rate risk, we believe that no adjustment is warranted for Mid-Southern's current financial condition, recognizing the Bank's lower asset quality position but higher equity ratios.
ASSET, LOAN AND DEPOSIT GROWTH
During its most recent fiscal year and the year ended December 31, 2017, Mid-Southern has been characterized by decreases in assets, loans and deposits relative to its comparable group after decreases in 2015 and decreases in assets, gross loans and deposits in 2016. The Bank's average annual asset change from December 31, 2015, to December 31, 2017, was a decrease of 3.0 percent. This rate compares to a positive 3.4 percent for the comparable group, a higher 4.0 percent for all thrifts, and a higher 3.9 percent for Midwest thrifts. Mid-Southern's loan portfolio indicates an average annual decrease of 4.4 percent from December 31, 2015, to December 31, 2017, compared to growth rates of 4.2 percent for the comparable group, 3.8 percent for all thrifts and 3.6 percent for Midwest thrifts.
Mid-Southern's deposits indicate an average annual decrease of 4.1 percent from 2015 to 2017. Annual deposit change was a 7.0 percent decrease in 2015, a 3.9 percent decrease in 2016, and a 1.4 percent decrease in 2017, compared to average growth rates of 3.5 percent for the comparable group, 2.6 percent for all thrifts and 2.7 percent for Midwest thrifts. The Bank had no borrowed funds at December 31, 2017, compared to the comparable group at 6.4 percent.
Asset, Loan and Deposit Growth (cont.)
In spite of its consistent deposit shrinkage historically, considering the demographics, competition and deposit base trends in its market area, the Bank's ability to increase its asset, loan and deposit bases in the future is primarily dependent on its being able to increase its market share by competitively pricing its loan and deposit products, maintaining a high quality of service to its customers and strengthening its loan origination activity. Mid-Southern's primary market area experienced increases in population and households in its three market area counties between 2000 and 2010 but are projected to experience decreases from 2010 to 2020. The Bank's primary market area also indicated 2010 median household income lower than both state and national levels. In 2010, median housing values in Lawrence, Orange and Washington Counties were below state and national levels.
The total deposit base in Washington County decreased by 1.2 percent from June 30, 2016, to June 30, 2017, decreased by 2.1 percent in Orange County and increased by 1.2 percent in Lawrence County. At June 30, 2017, Mid-Southern's deposit market share of the three-county market area was a moderate 16.1 percent.
Based on the foregoing factors, we have concluded that a moderate downward adjustment to the Corporation's pro forma value is warranted.
DIVIDEND PAYMENTS
The Corporation has not made a decision to pay dividends. The payment of cash dividends will depend upon such factors as earnings performance, financial condition, capital position, growth, asset quality and regulatory limitations. Six of the ten institutions in the comparable group paid cash dividends during the most recent twelve months for an average dividend yield of 1.84 percent and an average payout ratio of 38.42 percent. During that twelve month period, the average dividend yield was 2.73 percent and the average payout ratio was 23.30 percent for all thrifts. The Corporation's most recent dividend of $0.06 represents a dividend yield of 0.60 percent.
In our opinion, a downward adjustment to the pro forma market value of the Corporation is warranted related to dividend payments, recognizing that the Corporation has paid a lower dividend in the past.
SUBSCRIPTION INTEREST
In 2017, investors' interest in new issues has improved but is still not strong. Such interest is possibly related to the improved performance of financial institutions overall, which could be challenged in the future due to the rising interest rate environment and rising cost of funds. The selective and conservative reaction of IPO investors appears generally to be related to a number of analytical, economic and market-related factors, including the financial performance and condition of the converting thrift institution, the strength of the local economy, housing market conditions, general market conditions for financial institution stocks and stocks overall, aftermarket price trends and the expectation of continued active merger/acquisition activity in the thrift industry.
Mid-Southern will direct its offering initially to depositors and residents in its market area. The board of directors and officers anticipate purchasing approximately $870,000 or 4.6 percent of the stock offered to the public based on the appraised midpoint valuation. The Bank
Subscription Interest (cont.)
will form an ESOP, which plans to purchase 8.0 percent of the total shares sold in the second stage offering.
The Bank has secured the services of Keefe, Bruyette & Woods, Inc., to assist in the marketing and sale of the conversion stock, including a possible syndicated offering.
Based on the smaller size of the offering, recent banking conditions, current market conditions, historical local market interest, the terms of the offering and recent subscription levels for second stage offerings, we believe that a downward adjustment is warranted for the Bank's anticipated subscription interest.
LIQUIDITY OF THE STOCK
The Corporation will offer its shares through a subscription and community offering and, if required, a subsequent syndicated offering with the assistance of Keefe, Bruyette & Woods, Inc. The stock of the Corporation will initially be traded on NASDAQ Capital Market.
The Bank's total public offering is considerably smaller in size than the average market value of the comparable group. The comparable group has an average market value of $78.6 million for the stock outstanding compared to a midpoint public offering of $27.0 million for the Corporation, less the ESOP and the estimated 87,000 shares to be purchased by officers and directors. Of the ten institutions in the comparable group, all trade on Nasdaq with those ten institutions indicating an average daily trading volume of over 3,996 shares during the last four quarters.
The comparable group has an average of 4,482,121 shares outstanding compared to 2,700,000 shares outstanding for the Corporation, including the exchange shares.
Liquidity of the Stock (cont.)
Based on the average market capitalization, shares outstanding and daily trading volume of the comparable group, we have concluded that a downward adjustment to the Corporation's pro forma market value is warranted relative to the liquidity of its stock.
MANAGEMENT
The president and chief executive officer of Mid-Southern is Mr. Alexander G. Babey (reference Exhibit 23). He has served as president and chief executive officer of the Bank since October 2016. Mr. Babey is also president and chief executive officer of Mid-Southern Bancorp, positions he has held since its formation in January 2018. He is also a director of the Bank, a position he has held since 2016. Mr. Babey has been with the Bank since 2013. He has extensive banking experience with particular expertise in lending. Prior to joining Mid-Southern, he served as executive vice president and senior loan officer at a community bank. Mr. Frank M. Benson, III, has been the executive vice president and senior loan officer of Mid-Southern since June 2014. Prior to joining Mid-Southern, he was senior vice president of lending at MainSource Bank from 1998 through June 2014. Ms. Erica B. Schmidt serves Mid-Southern as executive vice president, chief financial officer and treasurer. Ms. Schmidt has served as executive vice president and chief financial officer since January 2014. Prior to that, Ms. Schmidt served the Bank as controller from September 2005 through December 2013. Ms. Schmidt has been treasurer since 2008 and has been corporate secretary since 2013.
Overall, we believe the Bank to be professionally and knowledgeably managed, as are the comparable group institutions. It is our opinion that no adjustment to the pro forma market value of the Corporation is warranted for management.
MARKETING OF THE ISSUE
The necessity to build a new issue discount into the stock price of a second stage offering continues to be a closely examined issue in recognition of uncertainty among investors as a result of the thrift industry's problems with delinquent loans, dependence on interest rate trends, volatility in the stock market and recent legislation related to the regulation of financial institutions and their ability to generate selected income.
We believe that a new issue discount applied to the price to book valuation approach is appropriate and necessary in this offering. In our opinion, the volatility in recent market trends cause us to conclude that a modest new issue discount is warranted in the case of this second stage offering. Consequently, at this time we have made a moderate downward adjustment to the Corporation's pro forma market value related to a new issue discount.
VI. VALUATION METHODS
Introduction
Historically, the most frequently used method for determining the pro forma market value of common stock for thrift institutions by this firm has been the price to book value ratio method, due to the volatility of earnings in the thrift industry. Historically in the thrift industry, more emphasis has been placed on the price to book method, particularly considering the volatility of stock prices. During the past three years, however, as provision for loan losses decreased significantly resulting in renewed earnings in the industry, the price to earnings method has again become pertinent and meaningful in the objective of discerning commonality and comparability among institutions. The price to earnings method was used in this valuation, but with less focus in recognition of the Corporation's lower core earnings and negative historical earnings. In determining the pro forma market value of this Corporation, primary emphasis has been placed on the price to book value method, with additional analytical and correlative attention to the price to earnings multiple and the price to assets method.
In recognition of the volatility and variance in earnings, the continued differences in asset and liability repricing and the frequent disparity in value between the price to book approach and the price to earnings approach, a third valuation method, the price to net assets method, has also been used. The price to assets method is used less often for valuing ongoing institutions, but becomes more useful in valuing converting institutions when the equity position and earnings performance of the institutions under consideration are different.
In addition to the pro forma market value, we have defined a valuation range with the minimum of the range being 85.0 percent of the pro forma market value, the maximum of the range being 115.0 percent of the pro forma market value and the super maximum being 115.0 percent of the maximum. The pro forma market value or appraised value will also be referred to as the "midpoint value."
Introduction (cont.)
In applying each of the valuation methods, consideration was given to the adjustments to the Bank's pro forma market value discussed in Section V. Downward adjustments were made for the Bank's asset, loan and deposit growth, earnings, market area, dividends, liquidity of the stock, subscription interest and marketing of the issue. No adjustments were made for the Bank's financial condition and management.
PRICE TO BOOK VALUE METHOD
In the valuation of thrift institutions, the price to book value method focuses on an institution's financial condition, and does not give as much consideration to the institution's long term performance and value as measured by earnings. Due to the earnings volatility of many thrift stocks, the price to book value method is frequently used by investors who rely on an institution's financial condition rather than earnings performance. Although this method is, under certain circumstances, considered somewhat less meaningful for institutions that provide a consistent earnings trend, it remains significant and reliable when an institution's performance or general economic conditions are experiencing volatile or uncustomary trends related to internal or external factors, and serves as a complementary and correlative analysis to the price to earnings and price to assets approaches.
Exhibit 46 shows the average and median price to book value ratios for the comparable group which were 104.86 percent and 107.23 percent, respectively. The full comparable group indicated a moderate pricing range, from a low of 82.43 percent (Elmira Savings Bank) to a high of 119.83 percent (United Community Bancorp, Inc.). The comparable group had higher average and median price to tangible book value ratios of 112.36 percent and 112.16 percent, respectively, with a range of 92.21 percent to 139.39 percent. Excluding the low and the high in the group, the comparable group's price to book value range narrowed to a low of 91.40 percent and a high of 116.90 percent, and the comparable group's price to tangible book value range also narrowed modestly from a low of 98.17 percent to a high of 125.84 percent.
Price to Book Value Method (cont.)
Considering the foregoing factors in conjunction with the adjustments made in Section V, we have determined a fully converted pro forma price to book value ratio of 67.34 percent and a price to tangible book value ratio of 65.92 percent at the midpoint. The price to book value ratio increases from 59.77 percent at the minimum to 77.03 percent at the super maximum, while the price to tangible book value ratio increases from 59.77 percent at the minimum to 77.03 percent at the super maximum.
The Corporation's pro forma price to book value and price to tangible book value ratios of 65.92 percent and 65.92 percent, respectively, as calculated using the prescribed formulary computation indicated in Exhibit 46, are influenced by the Bank's capitalization, asset quality position, earnings performance, local market and public ownership, as well as subscription interest in thrift stocks and overall market and economic conditions. The Corporation's ratio of equity to assets after conversion at the midpoint of the valuation range will be approximately 20.70 percent compared to 12.37 percent for the comparable group. Based on the price to book value ratio and the Bank's total equity of $24,154,000 at December 31, 2017, the indicated pro forma market value of the Corporation using this approach is $27,000,000 at the midpoint (reference Exhibit 46).
PRICE TO CORE EARNINGS METHOD
The foundation of the price to core earnings method is the determination of the core earnings based to be used, followed by the calculation of an appropriate price to core earnings multiple. The Corporation's after tax core earnings for the year ended December 31, 2017, was $960,000 (reference Exhibit 7) and its net earnings was $1,173,000 for that period. To opine the pro forma market value of the Corporation using the price to core earnings method, we applied the core earnings based of $960,000.
Price to Core Earnings Method (cont.)
In determining the fully converted price to core earnings multiple, we reviewed the ranges of the price to core earnings and the price to net earnings multiples for the comparable group and all publicly traded thrifts. As indicated in Exhibit 45, the average price to core earnings multiple for the comparable group was 24.40, while the median was a lower 23.79. The average price to net earnings multiple was 23.81, and the median multiple was 22.23. The range of the price to core earnings multiple for the comparable group was from a low of 12.25 to a high of 42.00. The range in the price to core earnings multiple for the comparable group, excluding the high and low ranges, was from a low multiple of 13.94 to a high of 39.58 times earnings for eight of the ten institutions in the group, indicating a modest narrowing of the range.
Consideration was given to the adjustments to the Corporation's pro forma market value discussed in Section V. In recognition of those adjustments, we have determined a fully converted price to core earnings multiple of 27.89 at the midpoint, based on the Corporation's core earnings of $960,000 for the year ended December 31, 2017. The Corporation's fully converted core earnings multiple of 27.89 is higher than its net earnings multiple, which was 22.63 times earnings.
PRICE TO ASSETS METHOD
The final valuation method is the price to assets method. This method is not frequently used, since the calculation incorporates neither an institution's equity position nor its earnings base. Additionally, the prescribed formulary computation of value using the pro forma price to net assets method does not recognize the runoff of deposits concurrently allocated to the purchase of conversion stock, returning a pro forma price to net assets ratio below its true level following conversion.
Exhibit 45 indicates that the average price to assets ratio for the comparable group was 12.97 percent and the median was 12.81 percent. The range in the price to assets ratios for the
Price to Assets Method (cont.)
comparable group varied from a low of 9.57 percent (Elmira Savings Bank) to a high of 16.07 percent (Poage Bancshares). The range narrows slightly with the elimination of the two extremes in the group to a low of 91.40 percent and a high of 16.02 percent.
Consistent with the previously noted adjustments, it is our opinion that an appropriate price to assets ratio for the Corporation is 13.95 percent at the midpoint, which ranges from a low of 12.02 percent at the minimum to 17.95 percent at the super maximum. Based on the Bank's December 31, 2017, asset base of $176,677,000, the indicated pro forma market value of the Corporation using the price to assets method is $27,000,000 at the midpoint (reference Exhibit 46).
VALUATION CONCLUSION
Exhibit 51 provides a summary of the valuation premium or discount for each of the valuation ranges when compared to the comparable group based on each of the fully converted valuation approaches. At the midpoint value, the price to book value ratio of 65.92 percent for the Corporation represents a discount of 37.14 percent relative to the comparable group and decreases to a discount of 26.54 percent at the super maximum. The price to assets ratio of 13.95 percent at the midpoint represents a premium of 7.56 percent, increasing to a premium of 38.40 percent at the super maximum. The price to core earnings multiple results in a premium at the midpoint, the maximum and super maximum valuation levels ranging from a discount of 3.48 percent at the minimum to a premium of 53.69 percent at the super maximum, as shown in Exhibit 51.
It is our opinion that as of February 28, 2018, the pro forma market value of the Corporation is $27,000,000 at the midpoint, representing 2,700,000 shares at $10.00 per share. The pro forma valuation range of the Corporation is from a minimum of $22,950,000 or
Valuation Conclusion (cont.)
2,295,000 shares at $10.00 per share to a maximum of $31,050,000 or 3,105,000 shares at $10.00 per share, and then to a super maximum of $35,707,500 or 3,570,750 shares at $10.00 a share, with such range being defined as 15 percent below the appraised value to 15 percent above the appraised value and then 15 percent above the maximum.
Our valuation assumptions, process and conclusions recognize that minority public shareholders collectively own 28.31 percent of the Bank's outstanding shares, recognizing the $926,000 in net assets held at Mid-Southern M.H.C., and that the current offering contemplates the sale of the 71.69 percent of the outstanding shares currently owned by Mid-Southern, M.H.C. At the conclusion of the stock offering, the Corporation will own all the common stock of Mid-Southern in conjunction with the completion of the second stage offering. As indicated in Exhibit 46, in the second stage conversion, each minority share will be exchanged for 1.8348 shares of the Corporation at the midpoint of the offering range, with that exchange ratio being 1.5596 shares, 2.1101 shares and 2.4266 shares at the minimum, maximum, and super maximum of the offering range, respectively.
The appraised value of Mid-Southern Bancorp, Inc., as of February 28, 2018, is $27,000,000 at the midpoint.
Source: U.S. Census Bureau