Exhibit 99.1
PRO FORMA VALUATION REPORT
SECOND-STEP CONVERSION
NorthEast Community Bancorp, Inc. │White Plains, New York
PROPOSED HOLDING COMPANY FOR:
NorthEast Community Bank │ White Plains, New York
Dated as of February 5, 2021
1311-A Dolley Madison Boulevard
Suite 2A
McLean, Virginia 22101
703.528.1700
rpfinancial.com
February 5, 2021
Boards of Directors
NorthEast Community Bancorp, MHC
NorthEast Community Bancorp, Inc.
NorthEast Community Bank
325 Hamilton Avenue
White Plains, New York 10601
Members of the Boards of Directors:
At your request, we have completed and hereby provide an independent appraisal ("Appraisal") of the estimated pro forma market value of the common stock which is to be issued in connection with the mutual-to-stock conversion transaction described below.
This Appraisal is furnished pursuant to the requirements stipulated in the Code of Federal Regulations and has been prepared in accordance with the “Guidelines for Appraisal Reports for the Valuation of Savings and Loan Associations Converting from Mutual to Stock Form of Organization” (the “Valuation Guidelines”) of the Office of Thrift Supervision (“OTS”) and accepted by the Federal Reserve Board (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”) and the Office of the Comptroller of the Currency (“OCC”), and applicable regulatory interpretations thereof.
Description of Plan of Conversion
On November 4, 2020, the Boards of Directors of NorthEast Community Bancorp, MHC (the “MHC”) and NorthEast Community Bancorp, Inc. (“NECB”) adopted a plan of conversion whereby the MHC will convert to stock form. As a result of the conversion, NECB, which currently owns all of the issued and outstanding common stock of NorthEast Community Bank (the “Bank”), will be succeeded by a new Maryland corporation with the name of NorthEast Community Bancorp, Inc. (“NorthEast Community Bancorp” or the “Company”). Following the conversion, the MHC will no longer exist. For purposes of this document, the existing consolidated entity will hereinafter also be referred to as NorthEast Community Bancorp or the Company, unless otherwise identified as NECB. As of December 31, 2020, the MHC had a majority ownership interest in, and its principal asset consisted of, approximately 59.65% of the common stock (the “MHC Shares”) of NECB. The remaining 40.35% of NECB’s common stock is owned by public stockholders.
It is our understanding that NorthEast Community Bancorp will offer its stock, representing the majority ownership interest held by the MHC, in a subscription offering to Eligible Account Holders, Tax-Qualified Plan consisting of the Bank’s employee stock ownership plan (the “ESOP”), Supplemental Eligible Account Holders and Other Members. To the extent that shares remain available for purchase after satisfaction of all subscriptions received in the subscription offering, the shares may be offered for sale to the public at large in a community
Washington Headquarters | |
1311-A Dolley Madison Boulevard | Telephone: (703) 528-1700 |
Suite 2A | Fax No.: (703) 528-1788 |
McLean, VA 22101 | Toll-Free No.: (866) 723-0594 |
www.rpfinancial.com | E-Mail: mail@rpfinancial.com |
Boards of Directors
February 5, 2021
Page 2
offering and a syndicated or firm commitment offering. Upon completing the mutual-to-stock conversion and stock offering (the “second-step conversion”), the Company will be 100% owned by public shareholders, the publicly-held shares of NECB will be exchanged for shares in the Company at a ratio that retains their ownership interest at the time the conversion is completed and the MHC assets will be consolidated with the Company.
RP® Financial, LC.
RP® Financial, LC. (“RP Financial”) is a financial consulting firm serving the financial services industry nationwide that, among other things, specializes in financial valuations and analyses of business enterprises and securities, including the pro forma valuation for savings institutions converting from mutual-to-stock form. The background and experience of RP Financial is detailed in Exhibit V-1. We believe that, except for the fee we will receive for the Appraisal, we are independent of the Company, NECB, the Bank, the MHC and the other parties engaged by the Bank or the Company to assist in the second-step conversion process.
Valuation Methodology
In preparing our Appraisal, we have reviewed the regulatory applications of the Company, the Bank and the MHC, including the prospectus as filed with the FRB and the Securities and Exchange Commission (“SEC”). We have conducted a financial analysis of the Company, the Bank and the MHC that has included a review of audited financial information for the years ended December 31, 2016 through December 31, 2020, a review of various unaudited information and internal financial reports through December 31, 2020, and due diligence related discussions with the Company’s management; BDO USA, LLP, the Company’s independent auditor; Kilpatrick Townsend & Stockton LLP, the Company’s conversion counsel and Piper Sandler & Co., the Company’s marketing advisor in connection with the stock offering. All assumptions and conclusions set forth in the Appraisal were reached independently from such discussions. In addition, where appropriate, we have considered information based on other available published sources that we believe are reliable. While we believe the information and data gathered from all these sources are reliable, we cannot guarantee the accuracy and completeness of such information.
We have investigated the competitive environment within which NorthEast Community Bancorp operates and have assessed NorthEast Community Bancorp’s relative strengths and weaknesses. We have kept abreast of the changing regulatory and legislative environment for financial institutions and analyzed the potential impact on NorthEast Community Bancorp and the industry as a whole. We have analyzed the potential effects of the stock conversion on NorthEast Community Bancorp’s operating characteristics and financial performance as they relate to the pro forma market value of NorthEast Community Bancorp. We have analyzed the assets held by the MHC, which will be consolidated with NorthEast Community Bancorp’s assets and equity pursuant to the completion of the second-step conversion. We have reviewed the economic and demographic characteristics of the Company’s primary market area. We have compared NorthEast Community Bancorp’s financial performance and condition with selected publicly-traded thrifts in accordance with the Valuation Guidelines, as well as all publicly-traded thrifts and thrift holding companies. We have reviewed the current conditions in the securities markets in general and the market for thrift stocks in particular, including the
Boards of Directors
February 5, 2021
Page 3
market for existing thrift issues, initial public offerings by thrifts and thrift holding companies and second-step conversion offerings. We have excluded from such analyses thrifts subject to announced or rumored acquisition, and/or institutions that exhibit other unusual characteristics.
The Appraisal is based on NorthEast Community Bancorp’s representation that the information contained in the regulatory applications and additional information furnished to us by NorthEast Community Bancorp and its independent auditor, legal counsel and other authorized agents are truthful, accurate and complete. We did not independently verify the financial statements and other information provided by NorthEast Community Bancorp, or its independent auditor, legal counsel and other authorized agents nor did we independently value the assets or liabilities of NorthEast Community Bancorp. The valuation considers NorthEast Community Bancorp only as a going concern and should not be considered as an indication of NorthEast Community Bancorp’s liquidation value.
Our appraised value is predicated on a continuation of the current operating environment for NorthEast Community Bancorp and for all thrifts and their holding companies. Changes in the local, state and national economy, the legislative and regulatory environment for financial institutions and mutual holding companies, the stock market, interest rates, and other external forces (such as natural disasters or significant world events) may occur from time to time, often with great unpredictability and may materially impact the value of thrift stocks as a whole or the value of NorthEast Community Bancorp’s stock alone. It is our understanding that there are no current plans for selling control of NorthEast Community Bancorp following completion of the second-step conversion. To the extent that such factors can be foreseen, they have been factored into our analysis.
The estimated pro forma market value is defined as the price at which NorthEast Community Bancorp’s common stock, immediately upon completion of the second-step stock offering, would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having reasonable knowledge of relevant facts.
In preparing the pro forma pricing analysis we have taken into account the pro forma impact of the MHC’s net assets (i.e., unconsolidated equity) that will be consolidated with the Company and thus will increase equity. After accounting for the impact of the MHC’s net assets, the public shareholders’ ownership interest was reduced by approximately 0.08%. Accordingly, for purposes of the Company’s pro forma valuation, the public shareholders’ pro forma ownership interest was reduced from 40.35% to 40.27% and the MHC’s ownership interest was increased from 59.65% to 59.73%.
Valuation Conclusion
It is our opinion that, as of February 5, 2021, the estimated aggregate pro forma valuation of the shares of the Company to be issued and outstanding at the end of the conversion offering – including (1) newly-issued shares representing the MHC’s current ownership interest in the Company and (2) exchange shares issued to existing public shareholders of NECB – was $171,593,320 at the midpoint, equal to 17,159,332 shares at $10.00 per share. The resulting range of value and pro forma shares, all based on $10.00 per share, are as follows: $145,854,320 or 14,585,432 shares at the minimum and $197,332,310 or 19,733,231 shares at the maximum.
Boards of Directors
February 5, 2021
Page 4
Based on this valuation and taking into account the ownership interest represented by the shares owned by the MHC, the midpoint of the offering range is $102,500,000 equal to 10,250,000 shares at $10.00 per share. The resulting offering range and offering shares, all based on $10.00 per share, are as follows: $87,125,000 or 8,712,500 shares at the minimum and $117,875,000 or 11,787,500 shares at the maximum,
Establishment of the Exchange Ratio
The conversion regulations provide that in a conversion of a mutual holding company, the minority stockholders are entitled to exchange the public shares for newly issued shares in the fully converted company. The Boards of Directors of the MHC and NECB have independently determined the exchange ratio, which has been designed to preserve the current aggregate percentage ownership in the Company (adjusted for the dilution resulting from the consolidation of the MHC’s unconsolidated equity into the Company). The exchange ratio to be received by the existing minority shareholders of the Company will be determined at the end of the offering, based on the total number of shares sold in the offering and the final appraisal. Based on the valuation conclusion herein, the resulting offering value and the $10.00 per share offering price, the indicated exchange ratio at the midpoint is 1.4041 shares of the Company’s stock for every one share held by public shareholders. Furthermore, based on the offering range of value, the indicated exchange ratio is 1.1935 at the minimum and 1.6147 at the maximum. RP Financial expresses no opinion on the proposed exchange of newly issued Company shares for the shares held by the public stockholders or on the proposed exchange ratio.
Limiting Factors and Considerations
The valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing shares of the common stock. Moreover, because such valuation is determined in accordance with applicable regulatory guidelines and is necessarily based upon estimates and projections of a number of matters, all of which are subject to change from time to time, no assurance can be given that persons who purchase shares of common stock in the conversion offering, or prior to that time, will thereafter be able to buy or sell such shares at prices related to the foregoing valuation of the estimated pro forma market value thereof. The appraisal reflects only a valuation range as of this date for the pro forma market value of NorthEast Community Bancorp immediately upon issuance of the stock and does not take into account any trading activity with respect to the purchase and sale of common stock in the secondary market on the date of issuance of such securities or at anytime thereafter following the completion of the second-step conversion.
RP Financial’s valuation was based on the financial condition, operations and shares outstanding of NECB as of December 31, 2020, the date of the financial data included in the prospectus. The proposed exchange ratio to be received by the current public stockholders of NECB and the exchange of the public shares for newly issued shares of NorthEast Community Bancorp’s common stock as a full public company was determined independently by the Boards of Directors of the MHC and NECB. RP Financial expresses no opinion on the proposed exchange ratio to public stockholders or the exchange of public shares for newly issued shares.
Boards of Directors
February 5, 2021
Page 5
RP Financial is not a seller of securities within the meaning of any federal and state securities laws and any report prepared by RP Financial shall not be used as an offer or solicitation with respect to the purchase or sale of any securities. RP Financial maintains a policy which prohibits RP Financial, its principals or employees from purchasing stock of its client institutions.
This valuation may be updated as provided for in the conversion regulations and guidelines. These updates will consider, among other things, any developments or changes in the financial performance and condition of NorthEast Community Bancorp, management policies, and current conditions in the equity markets for thrift shares, both existing issues and new issues. These updates may also consider changes in other external factors which impact value including, but not limited to: various changes in the legislative and regulatory environment for financial institutions, the stock market and the market for thrift stocks, and interest rates. Should any such new developments or changes be material, in our opinion, to the valuation of the shares, appropriate adjustments to the estimated pro forma market value will be made. The reasons for any such adjustments will be explained in the update at the date of the release of the update. The valuation will also be updated at the completion of NorthEast Community Bancorp’s stock offering.
| Respectfully submitted, |
| RP® FINANCIAL, LC. |
| |
| Ronald S. Riggins |
| President and Managing Director |
| |
| Gregory E. Dunn |
| Director |
RP® Financial, LC. | TABLE OF CONTENTS i |
TABLE OF CONTENTS
NORTHEAST COMMUNITY BANCORP, INC.
NORTHEAST COMMUNITY BANK
White Plains, New York
DESCRIPTION | | PAGE NUMBER |
| | | |
CHAPTER ONE | OVERVIEW AND FINANCIAL ANALYSIS | | |
| | | |
Introduction | | I.1 |
Plan of Conversion | | I.1 |
Strategic Overview | | I.2 |
Balance Sheet Trends | | I.5 |
Income and Expense Trends | | I.8 |
Interest Rate Risk Management | | I.11 |
Lending Activities and Strategy | | I.12 |
Asset Quality | | I.15 |
Funding Composition and Strategy | | I.16 |
Subsidiaries | | I.17 |
Legal Proceedings | | I.17 |
| | |
CHAPTER TWO | MARKET AREA ANALYSIS | | |
| | | |
Introduction | | II.1 |
National Economic Factors | | II.2 |
Market Area Demographics | | II.5 |
Regional Economy | | II.7 |
Unemployment Trends | | II.9 |
Market Area Deposit Characteristics and Competition | | II.10 |
| | |
CHAPTER THREE | PEER GROUP ANALYSIS | | |
| | | |
Peer Group Selection | | III.1 |
Financial Condition | | III.5 |
Income and Expense Components | | III.8 |
Loan Composition | | III.10 |
Interest Rate Risk | | III.12 |
Credit Risk | | III.14 |
Summary | | III.14 |
RP® Financial, LC. | TABLE OF CONTENTS ii |
TABLE OF CONTENTS
NORTHEAST COMMUNITY BANCORP, INC.
NORTHEAST COMMUNITY BANK
White Plains, New York
(continued)
CHAPTER FOUR | VALUATION ANALYSIS | | |
| | | |
Introduction | | IV.1 |
Appraisal Guidelines | | IV.1 |
RP Financial Approach to the Valuation | | IV.1 |
Valuation Analysis | | IV.2 |
| 1. | Financial Condition | | IV.2 |
| 2. | Profitability, Growth and Viability of Earnings | | IV.4 |
| 3. | Asset Growth | | IV.6 |
| 4. | Primary Market Area | | IV.6 |
| 5. | Dividends | | IV.7 |
| 6. | Liquidity of the Shares | | IV.8 |
| 7. | Marketing of the Issue | | IV.8 |
| | A. | The Public Market | | IV.9 |
| | B. | The New Issue Market | | IV.14 |
| | C. | The Acquisition Market | | IV.16 |
| | D. | Trading in NECB’s Stock | | IV.16 |
| 8. | Management | | IV.17 |
| 9. | Effect of Government Regulation and Regulatory Reform | | IV.17 |
Summary of Adjustments | | IV.18 |
Valuation Approaches | | IV.18 |
| 1. | Price-to-Earnings (“P/E”) | | IV.20 |
| 2. | Price-to-Book (“P/B”) | | IV.21 |
| 3. | Price-to-Assets (“P/A”) | | IV.21 |
Comparison to Recent Offerings | | IV.23 |
Valuation Conclusion | | IV.23 |
Establishment of the Exchange Ratio | | IV.24 |
RP® Financial, LC. | LIST OF TABLES iii |
LIST OF TABLES
NORTHEAST COMMUNITY BANCORP, INC.
NORTHEAST COMMUNITY BANK
White Plains, New York
TABLE Number | DESCRIPTION | page |
| | | |
1.1 | Historical Balance Sheet Data | | I.6 |
1.2 | Historical Income Statements | | I.9 |
| | | |
2.1 | Summary Demographic Data | | II.6 |
2.2 | Primary Market Area Employment Sectors | | II.8 |
2.3 | Largest Employers in Local Market Area | | II.9 |
2.4 | Unemployment Trends | | II.10 |
2.5 | Deposit Summary | | II.11 |
2.6 | Market Area Deposit Competitors | | II.13 |
| | | |
3.1 | Peer Group of Publicly-Traded Thrifts | | III.3 |
3.2 | Balance Sheet Composition and Growth Rates | | III.6 |
3.3 | Income as a % of Average Assets and Yields, Costs, Spreads | | III.9 |
3.4 | Loan Portfolio Composition and Related Information | | III.11 |
3.5 | Interest Rate Risk Measures and Net Interest Income Volatility | | III.13 |
3.6 | Credit Risk Measures and Related Information | | III.15 |
| | | |
4.1 | Market Area Unemployment Rates | | IV.7 |
4.2 | Pricing Characteristics and After-Market Trends | | IV.15 |
4.3 | Market Pricing Versus Peer Group | | IV.22 |
RP® Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS I.1 |
I. Overview and Financial Analysis
Introduction
NorthEast Community Bank, or the “Bank”, established in 1934, is a New York chartered stock savings bank headquartered in White Plains, New York. NorthEast Community Bank serves the New York metropolitan area through the main office, six branch offices and two loan production offices (“LPOs”), which are located in the counties of Westchester, New York, Orange, Bronx and Rockland. The Company also maintains three branch offices and one LPO in the Boston metropolitan area, which are located in the counties of Norfolk, Middlesex and Essex. Deposits are generated through the branch offices, while the Company conducts lending activities throughout the Northeastern United States, including New York, Massachusetts, Connecticut, New Jersey, New Hampshire and Pennsylvania. A map of NorthEast Community Bank’s full serve branch office locations is provided in Exhibit I-1. NorthEast Community Bank is a member of the Federal Home Loan Bank (“FHLB”) system and its deposits are insured up to the maximum allowable amount by the Federal Deposit Insurance Corporation (“FDIC”).
NorthEast Community Bancorp, Inc. (“NECB”) is the federally chartered mid-tier holding company of the Bank. NECB owns 100% of the outstanding common stock of the Bank. Since its formation in 2006, NECB has been engaged primarily in the business of holding the common stock of the Bank. NECB completed its initial public offering on July 5, 2006, pursuant to which it sold 5,951,250 shares or 45.0% of its outstanding common stock to the public and issued 7,273,750 shares or 55.0% of its common stock outstanding to NorthEast Community Bancorp, MHC (the “MHC”), the mutual holding company parent of NECB. The MHC and NECB are subject to supervision and regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board” or the “FRB”). At December 31, 2020, NECB had total consolidated assets of $968.2 million, deposits of $771.7 million and equity of $153.8 million or 15.89% of total assets. Excluding goodwill of $651,000, NECB’s tangible equity equaled $153.2 million or 15.82% of total assets at December 31, 2020. NECB’s audited financial statements for the most recent period are included by reference as Exhibit I-2.
Plan of Conversion
On November 4, 2020, the respective Board of Directors of NECB and the MHC adopted
RP® Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS I.2 |
a Plan of Conversion, whereby the MHC will convert to stock form. As a result of the conversion, NECB, which currently owns all of the issued and outstanding common stock of the Bank, will be succeeded by NorthEast Community Bancorp, Inc. (“NorthEast Community Bancorp” or the “Company”), a newly formed Maryland corporation. Following the conversion, the MHC will no longer exist. For purposes of this document, the existing consolidated entity will also hereinafter be also referred to as NorthEast Community Bancorp or the Company, unless otherwise identified as NECB. As of December 31, 2020, the MHC had a majority ownership interest of approximately 59.65% in and its principal asset consisted of 7,273,750 common stock shares of NECB (the “MHC Shares”). The remaining 4,920,861 shares or approximately 40.35% of NECB’s common stock was owned by public shareholders.
It is our understanding that NorthEast Community Bancorp will offer its stock, representing the majority ownership interest held by the MHC, in a subscription offering to Eligible Account Holders, Tax-Qualified Plan consisting of the Bank’s employee stock ownership plan (the “ESOP”), Supplemental Eligible Account Holders and Other Members. To the extent that shares remain available for purchase after satisfaction of all subscriptions received in the subscription offering, the shares may be offered for sale to the public at large in a community offering and a syndicated or firm commitment offering. Upon completing the mutual-to-stock conversion and stock offering (the “second-step conversion”), the Company will be 100% owned by public shareholders, the publicly-held shares of NECB will be exchanged for shares in the Company at a ratio that retains their ownership interest at the time the conversion is completed and the MHC assets will be consolidated with the Company.
Strategic Overview
NorthEast Community Bancorp maintains a local community banking emphasis, with a primary strategic objective of meeting the borrowing and savings needs of its local customer base. The Company is pursuing a strategy of strengthening its community bank franchise dedicated to meeting the banking needs of business and retail customers in the communities that are served by the Company. Growth strategies are emphasizing loan growth that is primarily targeting growth of construction loans and commercial business loans.
The Company’s objective is to fund asset growth primarily through deposit growth, emphasizing growth of lower cost core deposits. Core deposit growth is expected to be in part facilitated by growth of commercial lending relationships, pursuant to which the Company is
RP® Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS I.3 |
seeking to establish a full-service banking relationship with its commercial loan customers through offering a full range of commercial loan products that can be packaged with lower cost commercial deposit products. NorthEast Community Bancorp offers wealth management and financial planning services under the name Harbor West Financial Planning Wealth Management (“Harbor West”), a division of the Bank, through a networking arrangement with a registered broker-dealer and investment advisor.
Loans constitute the major portion of the Company’s composition of interest-earning assets, with construction loans comprising more than half of the Company’s loan portfolio composition. Cash and investments serve as a supplement to the Company’s lending activities, in which cash and cash equivalents account for the largest portion of the Company’s cash and investment holdings for purposes of managing liquidity and interest rate risk.
Deposits have consistently served as the primary funding source for the Company, supplemented with borrowings as an alternative funding source for purposes of managing funding costs and interest rate risk. Core deposits, consisting of transaction and savings account deposits, constitute the largest portion of the Company’s deposit base. Borrowings currently held by the Company consist of FHLB advances.
NorthEast Community Bancorp’s earnings base is largely dependent upon net interest income and operating expense levels. The Company experienced net interest margin expansion in 2017 and 2018, which was supported by an increase the yield-cost spread. Comparatively, the Company experienced net interest margin compression during 2019, as the result of a lower yield-cost spread. For 2020, net interest margin expansion was realized through a wider yield-cost spread. Overall, the Company has maintained a relatively strong net interest margin over the past five years, which has been largely realized through lending diversification into loans with relatively high yields. Operating expense ratios have increased in recent years, primarily in connection with the personnel added to implement growth strategies, manage compliance and staffing a new branch location. Non-interest operating income has been a fairly stable and a relatively limited contributor to the Company’s earnings, reflecting limited diversification into fee-based products and services. Loan loss provisions have had a varied impact on the Company’s earnings over the past five years, based on loan growth, credit quality trends and more recently to address the continued economic uncertainty resulting from the Covid-19 pandemic.
RP® Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS I.4 |
A key component of the Company’s business plan is to complete a second-step conversion offering. The Company’s strengthened capital position will increase operating flexibility and facilitate implementation of planned growth strategies, including increasing lending capacity to the Company’s current loan customers as well as to prospective loans customers of the Company. Additionally, in the near term, the second-step offering will serve to substantially increase regulator capital and liquidity and, thereby, facilitate building and maintaining loss reserves while also providing the Company with greater flexibility to work with borrowers affected by the Covid-19-induced recession. The Company’s strengthened capital position will also provide more of a cushion against potential credit quality related losses in future periods. NorthEast Community Bancorp’s higher capital position resulting from the infusion of stock proceeds will also serve to reduce interest rate risk, particularly through enhancing the Company’s interest-earning assets/interest-bearing liabilities (“IEA/IBL”) ratio. The additional funds realized from the stock offering will serve to raise the level of interest-earning assets funded with equity and, thereby, reduce the ratio of interest-earning assets funded with interest-bearing liabilities as the balance of interest-bearing liabilities will initially remain relatively unchanged following the conversion, which may facilitate a reduction in NorthEast Community Bancorp’s funding costs. NorthEast Community Bancorp’s strengthened capital position will also position the Company to pursue additional expansion opportunities. Such expansion could potentially include establishing or acquiring additional banking offices to gain a market presence in nearby markets that are complementary to the Company’s existing branch network. As a fully-converted institution, the Company’s stronger capital position and greater capacity to offer stock as consideration for an acquisition may also facilitate increased opportunities to grow through acquisitions. At this time, the Company has no specific plans for expansion through acquisitions.
The projected uses of proceeds are highlighted below.
| · | NorthEast Community Bancorp. The Company is expected to retain up to 50% of the net offering proceeds. At present, funds at the Company level, net of the loan to the ESOP, are expected to be primarily invested initially into liquid funds, in which some or all may be held as a deposit at the Bank. Over time, the funds may be utilized for various corporate purposes, possibly including acquisitions, infusing additional equity into the Bank, repurchases of common stock and the payment of cash dividends. |
| | |
| · | NorthEast Community Bank. Approximately 50% of the net stock proceeds will be infused into the Bank in exchange for all of the Bank’s stock. Cash proceeds (i.e., net proceeds less deposits withdrawn to fund stock purchases) infused into |
RP® Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS I.5 |
the Bank are anticipated to become part of general operating funds and are expected to be primarily utilized to fund loan growth over time.
Overall, it is the Company’s objective to pursue growth that will serve to increase returns, while, at the same time, growth will not be pursued that could potentially compromise the overall risk associated with NorthEast Community Bancorp’s operations.
Balance Sheet Trends
Table 1.1 shows the Company’s historical balance sheet data for the past five years. From yearend 2016 through yearend 2020, NorthEast Community Bancorp’s assets increased at a 7.15% annual rate. Asset growth was largely driven by loan growth and was primarily funded by deposit growth. A summary of NorthEast Community Bancorp’s key operating ratios over the past five years is presented in Exhibit I-3.
NorthEast Community Bancorp’s loans receivable portfolio increased at a 6.95% annual rate from yearend 2016 through yearend 2020, which provided for a slight decrease in the loans-to-assets ratio from 85.25% at yearend 2016 to 84.62% at yearend 2020. Northeast Community Bancorp’s emphasis on construction lending is reflected in its loan portfolio composition, as 66.18% of total loans receivable consisted of construction loans at year end 2020.
Trends in the Company’s loan portfolio since yearend 2016 show that the concentration of construction loans comprising total loans increased from 39.84% at yearend 2016 to 66.18% at yearend 2020. Multi-family/mixed-use/non-residential real estate loans and commercial business loans constitute the primary types of lending diversification for the Company. From yearend 2016 to yearend 2020, Multi-family/mixed-use/non-residential real estate loans decreased from 48.86% of total loans to 22.03% of total loans and commercial business loans increased from 9.10% of total loans to 10.98% of total loans. Other areas of lending diversification for the Bank have been fairly limited, consisting primarily of 1-4 family permanent mortgage loans and, to a much lesser extent, consumer loans. As of December 31, 2020, 1-4 family permanent mortgage loans equaled 0.75% of total loans and the balance of consumer loans was nominal.
The intent of the Company’s investment policy is to provide adequate liquidity and to generate a favorable return within the context of supporting overall credit and interest rate risk objectives. It is anticipated that proceeds retained at the holding company level will initially be
RP® Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS I.6 |
Table 1.1 |
NorthEast Community Bancorp, Inc. |
Historical Balance Sheet Data |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12/31/16- | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12/31/20 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Annual. | |
| | At December 31, | | | Growth | |
| | 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | | | Rate | |
| | Amount | | | Pct(1) | | | Amount | | | Pct(1) | | | Amount | | | Pct(1) | | | Amount | | | Pct(1) | | | Amount | | | Pct(1) | | | Pct | |
| | ($000) | | | (%) | | | ($000) | | | (%) | | | ($000) | | | (%) | | | ($000) | | | (%) | | | ($000) | | | (%) | | | (%) | |
Total Amount of: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Assets | | $ | 734,504 | | | | 100.00 | % | | $ | 814,821 | | | | 100.00 | % | | $ | 870,325 | | | | 100.00 | % | | $ | 955,171 | | | | 100.00 | % | | $ | 968,221 | | | | 100.00 | % | | | 7.15 | % |
Cash and cash equivalents | | | 43,173 | | | | 5.88 | % | | | 43,601 | | | | 5.35 | % | | | 51,352 | | | | 5.90 | % | | | 127,675 | | | | 13.37 | % | | | 69,191 | | | | 7.15 | % | | | 12.51 | % |
Certificates of deposit | | | 648 | | | | 0.09 | % | | | 150 | | | | 0.02 | % | | | 100 | | | | 0.01 | % | | | 100 | | | | 0.01 | % | | | 100 | | | | 0.01 | % | | | -37.32 | % |
Investment securities | | | 8,005 | | | | 1.09 | % | | | 13,963 | | | | 1.71 | % | | | 14,811 | | | | 1.70 | % | | | 19,198 | | | | 2.01 | % | | | 17,716 | | | | 1.83 | % | | | 21.97 | % |
Loans receivable, net | | | 626,139 | | | | 85.25 | % | | | 704,124 | | | | 86.41 | % | | | 747,841 | | | | 85.93 | % | | | 747,882 | | | | 78.30 | % | | | 819,281 | | | | 84.62 | % | | | 6.95 | % |
FHLB stock | | | 3,774 | | | | 0.51 | % | | | 3,306 | | | | 0.41 | % | | | 2,360 | | | | 0.27 | % | | | 1,348 | | | | 0.14 | % | | | 1,595 | | | | 0.16 | % | | | -19.37 | % |
Bank-owned life insurance | | | 22,363 | | | | 3.04 | % | | | 22,949 | | | | 2.82 | % | | | 23,516 | | | | 2.70 | % | | | 24,082 | | | | 2.52 | % | | | 24,691 | | | | 2.55 | % | | | 2.51 | % |
Goodwill and other intangible assets | | | 911 | | | | 0.12 | % | | | 850 | | | | 0.10 | % | | | 789 | | | | 0.09 | % | | | 749 | | | | 0.08 | % | | | 651 | | | | 0.07 | % | | | NM | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deposits | | $ | 545,346 | | | | 74.25 | % | | $ | 625,211 | | | | 76.73 | % | | $ | 687,096 | | | | 78.95 | % | | $ | 779,158 | | | | 81.57 | % | | $ | 771,706 | | | | 79.70 | % | | | 9.07 | % |
Borrowings | | | 70,249 | | | | 9.56 | % | | | 62,869 | | | | 7.72 | % | | | 42,461 | | | | 4.88 | % | | | 21,000 | | | | 2.20 | % | | | 28,000 | | | | 2.89 | % | | | -20.54 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity | | $ | 109,452 | | | | 14.90 | % | | $ | 116,897 | | | | 14.35 | % | | $ | 129,618 | | | | 14.89 | % | | $ | 142,113 | | | | 14.88 | % | | $ | 153,825 | | | | 15.89 | % | | | 8.88 | % |
Tangible equity | | | 108,541 | | | | 14.78 | % | | | 116,047 | | | | 14.24 | % | | | 128,829 | | | | 14.80 | % | | | 141,364 | | | | 14.80 | % | | | 153,174 | | | | 15.82 | % | | | 8.99 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans/Deposits | | | | | | | 114.81 | % | | | | | | | 112.62 | % | | | | | | | 108.84 | % | | | | | | | 95.99 | % | | | | | | | 106.16 | % | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Number of Offices | | | | | | | 12 | | | | | | | | 11 | | | | | | | | 12 | | | | | | | | 13 | | | | | | | | 13 | | | | | |
(1) Ratios are as a percent of ending assets.
Sources: NorthEast Community Bancorp's prospectus, audited financial statements and RP Financial calculations.
RP® Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS I.7 |
primarily invested into liquid funds, some or all of which may be held as a deposit at the Bank. Since yearend 2016, the Company’s level of cash and investment securities (inclusive of FHLB and ACBB stock) ranged from a low of 7.49% of assets at yearend 2017 to a high of 15.53% of assets at yearend 2019 and equaled 9.15% of assets at yearend 2020. As of December 31, 2020, the Company held investment securities totaling $17.7 million or 1.83% of assets. A $10.3 million in investment in a community development mutual fund comprised the most significant component of the Company’s investment securities portfolio at December 31, 2020. Other investments held by the Company at December 31, 2020 consisted of municipal bonds ($4.2 million) and mortgage-backed securities ($3.2 million). As of December 31, 2020, $7.4 million of the investment securities portfolio was maintained as held to maturity and $10.3 million was maintained as available for sale. Exhibit I-4 provides historical detail of the Company’s investment portfolio. As of December 31, 2020, the Company also held $69.2 million of cash and cash equivalents, $100,000 of certificates of deposit (“CDs”) and $1.6 million of FHLB stock.
The Company also maintains an investment in bank-owned life insurance (“BOLI”) policies, which covers the lives of certain officers of the Company. The life insurance policies earn tax-exempt income through cash value accumulation and death proceeds. As of December 31, 2020, the cash surrender value of the Company’s BOLI equaled $24.7 million or 2.55% of assets.
NorthEast Community Bancorp’s funding needs have been addressed through a combination of deposits, borrowings and internal cash flows. From yearend 2016 through yearend 2020, the Company’s deposits increased at a 9.07% annual rate. Total deposits trended higher from yearend 2016 through yearend 2019, which was followed by deposits declining in 2020. Deposits as a percent of assets ranged from a low of 74.25% at yearend 2016 to a high of 81.57% at yearend 2019. As of December 31, 2020, deposits equaled 79.70% of assets. Transaction and savings account deposits comprise the largest concentration of the Company’s deposits and accounted for 54.95% of the Company’s total deposits as of December 31, 2020, with the remaining 45.05% of total deposits consisting of CDs.
Borrowings serve as an alternative funding source for the Company to address funding needs for growth and to support management of deposit costs and interest rate risk. Over the five-year period covered in Table 1.1, borrowings ranged from a low of $21.0 million or 2.20% of
RP® Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS I.8 |
assets at yearend 2019 to a high of $70.2 million or 9.56% of assets at yearend 2016. As of December 31, 2020, borrowings totaled $28.0 million or 2.89% of assets and consisted entirely of FHLB advances.
The Company’s equity increased at an 8.88% annual rate from yearend 2016 through yearend 2020, as retention of earnings was partially offset by payment of cash dividends and stock repurchases. Stronger equity growth relative to asset growth provided for an increase in the Company’s equity-to-assets ratio from 14.90% at December 31, 2016 to 15.89% at December 31, 2020. Similarly, the Company’s tangible equity-to-assets ratio increased from 14.78% at December 31, 2016 to 15.82% at December 31, 2020. The Company maintained $651,000 of goodwill at December 31, 2020, equal to 0.07% of assets. The Bank maintained capital surpluses relative to all of its regulatory capital requirements at December 31, 2020. The addition of stock proceeds will serve to strengthen the Company’s capital position, as well as support growth opportunities. At the same time, the significant increase in NorthEast Community Bancorp’s pro forma capital position will initially depress its return on equity (“ROE”).
Income and Expense Trends
Table 1.2 shows the Company’s historical income statements for the years ended December 31, 2016 through December 31, 2020. During the period covered in Table 1.2, the Company’s reported earnings from a low of $5.0 million or 0.76% of average assets during 2016 to a high of $13.0 million or 1.53% of average assets during 2018. For 2020, the Company reported earnings of $12.3 million or 1.31% of average assets. Net interest income and operating expenses represent the primary components of the Company’s earnings, while non-interest operating income has been a fairly limited contributor to the Company’s earnings. Loan loss provisions have had a varied impact on the Company’s earnings and non-operating income and losses have been a relatively minor earnings factor throughout the period covered in Table 1.2
For the period covered in Table 1.2, the Company’s net interest income to average assets ratio ranged from a low of 3.49% during 2016 to a high of 4.51% during 2018. The Company’s net interest income to average assets ratio decreased to 4.03% during 2019 and then increased to 4.15% during 2020. The increase in the Company’s net interest income ratio from 2016 through 2018 was realized through a more significant increase in the interest income ratio compared to the increase in the interest expense ratio. The increase in the interest income
RP® Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS |
| I.9 |
Table 1.2
NorthEast Community Bancorp, Inc.
Historical Income Statements
| | For the Year Ended December 31, | |
| | 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | |
| | Amount | | | Pct(1) | | | Amount | | | Pct(1) | | | Amount | | | Pct(1) | | | Amount | | | Pct(1) | | | Amount | | �� | Pct(1) | |
| | | ($000) | | | | (%) | | | | ($000) | | | | (%) | | | | ($000) | | | | (%) | | | | ($000) | | | | (%) | | | | ($000) | | | | (%) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income | | $ | 28,585 | | | | 4.30 | % | | $ | 37,336 | | | | 4.92 | % | | $ | 47,820 | | | | 5.63 | % | | $ | 53,816 | | | | 5.59 | % | | $ | 48,977 | | | | 5.22 | % |
Interest expense | | | (5,380 | ) | | | -0.81 | % | | | (6,525 | ) | | | -0.86 | % | | | (9,478 | ) | | | -1.12 | % | | | (15,034 | ) | | | -1.56 | % | | | (9,977 | ) | | | -1.06 | % |
Net interest income | | $ | 23,205 | | | | 3.49 | % | | $ | 30,811 | | | | 4.06 | % | | $ | 38,342 | | | | 4.51 | % | | $ | 38,782 | | | | 4.03 | % | | $ | 39,000 | | | | 4.15 | % |
Provision for loan losses | | | (146 | ) | | | -0.02 | % | | | (51 | ) | | | -0.01 | % | | | (1,114 | ) | | | -0.13 | % | | | (727 | ) | | | -0.08 | % | | | (814 | ) | | | -0.09 | % |
Net interest income after provisions | | $ | 23,059 | | | | 3.47 | % | | $ | 30,760 | | | | 4.05 | % | | $ | 37,228 | | | | 4.38 | % | | $ | 38,055 | | | | 3.95 | % | | $ | 38,186 | | | | 4.07 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other non-interest operating income | | $ | 2,175 | | | | 0.33 | % | | $ | 2,222 | | | | 0.29 | % | | $ | 2,348 | | | | 0.28 | % | | $ | 2,491 | | | | 0.26 | % | | $ | 2,286 | | | | 0.24 | % |
Operating expense | | | (17,040 | ) | | | -2.57 | % | | | (18,448 | ) | | | -2.43 | % | | | (22,784 | ) | | | -2.68 | % | | | (23,944 | ) | | | -2.49 | % | | | (25,088 | ) | | | -2.67 | % |
Net operating income | | $ | 8,194 | | | | 1.23 | % | | $ | 14,534 | | | | 1.91 | % | | $ | 16,792 | | | | 1.98 | % | | $ | 16,602 | | | | 1.72 | % | | $ | 15,384 | | | | 1.64 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-Operating Income/(Losses) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain/(Loss) on disposition of equipment | | $ | (49 | ) | | | -0.01 | % | | $ | (7 | ) | | | 0.00 | % | | $ | 20 | | | | 0.00 | % | | $ | 37 | | | | 0.00 | % | | $ | (61 | ) | | | -0.01 | % |
Unrealized gain on equity securities | | | - | | | | 0.00 | % | | | - | | | | 0.00 | % | | | - | | | | 0.00 | % | | | 291 | | | | 0.03 | % | | | 288 | | | | 0.03 | % |
Net non-operating income(losses) | | $ | (49 | ) | | | -0.01 | % | | $ | (7 | ) | | | 0.00 | % | | $ | 20 | | | | 0.00 | % | | $ | 328 | | | | 0.03 | % | | $ | 227 | | | | 0.02 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income before tax | | $ | 8,145 | | | | 1.23 | % | | $ | 14,527 | | | | 1.91 | % | | $ | 16,812 | | | | 1.98 | % | | $ | 16,930 | | | | 1.76 | % | | $ | 15,611 | | | | 1.66 | % |
Income tax provision | | | (3,118 | ) | | | -0.47 | % | | | (6,477 | ) | | | -0.85 | % | | | (3,785 | ) | | | -0.45 | % | | | (3,977 | ) | | | -0.41 | % | | | (3,282 | ) | | | -0.35 | % |
Net income (loss) | | $ | 5,027 | | | | 0.76 | % | | $ | 8,050 | | | | 1.06 | % | | $ | 13,027 | | | | 1.53 | % | | $ | 12,953 | | | | 1.34 | % | | $ | 12,329 | | | | 1.31 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted Earnings | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 5,027 | | | | 0.76 | % | | $ | 8,050 | | | | 1.06 | % | | $ | 13,027 | | | | 1.53 | % | | $ | 12,953 | | | | 1.34 | % | | $ | 12,329 | | | | 1.31 | % |
Add(Deduct): Non-operating income | | | 49 | | | | 0.01 | % | | | 7 | | | | 0.00 | % | | | (20 | ) | | | 0.00 | % | | | (328 | ) | | | -0.03 | % | | | (227 | ) | | | -0.02 | % |
Tax effect (2) | | | (19 | ) | | | 0.00 | % | | | (3 | ) | | | 0.00 | % | | | 4 | | | | 0.00 | % | | | 69 | | | | 0.01 | % | | | 48 | | | | 0.01 | % |
Adjusted earnings | | $ | 5,057 | | | | 0.76 | % | | $ | 8,054 | | | | 1.06 | % | | $ | 13,011 | | | | 1.53 | % | | $ | 12,694 | | | | 1.32 | % | | $ | 12,150 | | | | 1.29 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Expense Coverage Ratio (3) | | | 1.36 | x | | | | | | | 1.67 | x | | | | | | | 1.68 | x | | | | | | | 1.62 | x | | | | | | | 1.55 | x | | | | |
Efficiency Ratio (4) | | | 67.28 | % | | | | | | | 55.86 | % | | | | | | | 55.95 | % | | | | | | | 58.04 | % | | | | | | | 60.82 | % | | | | |
(1) Ratios are as a percent of average assets.
(2) Assumes a 38.0% effective tax rate for 2016 and 2017 and a 21.0% effective tax rate for 2018 through 2020.
(3) Expense coverage ratio calculated as net interest income before provisions for loan losses divided by operating expenses.
(4) Efficiency ratio calculated as operating expenses divided by the sum of net interest income before provisions for loan losses plus non-interest operating income.
Sources: NorthEast Community Bancorp's prospectus, audited financial statements and RP Financial calculations.
RP® Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS |
| I.10 |
ratio was facilitated by growth of higher yielding loans, which more than offset the increase in the Company’s cost of interest-bearing liabilities. The decline in the Company’s net interest income ratio during 2019 was due to interest rate spread compression that resulted from a more significant increase in the cost of interest of interest-bearing liabilities compared to the increase in the yield on interest-earnings assets, while the increase in the net interest income ratio during 2020 was due to interest rate spread expansion that resulted from a less significant decrease in the yield on interest-earning assets compared to the decrease in the cost of interest-bearing liabilities. Overall, during the past five fiscal years, the Company’s interest rate spread ranged from a low of 3.55% during 2016 to a high of 4.36% during 2018 and equaled 3.94% during 2020. The Company’s net interest rate spreads and yields and costs for the past five years are set forth in Exhibit I-3 and Exhibit I-5.
Non-interest operating income has been somewhat of a limited contributor to the Company’s earnings over the past five years, reflecting the Company’s somewhat limited diversification into products and services that generate non-interest operating income. Throughout the period shown in Table 1.2, sources of non-interest operating income ranged from a low of $2.2 million or 0.33% of average assets during 2016 to a high of $2.5 million or 0.26% of average assets during 2019. For 2020, non-interest operating income amounted to $2.3 million or 0.24% of average assets. Fees and service charges, income earned on BOLI and wealth management advisory fees generated through Harbor West constitute the major sources of the Company’s non-interest operating revenues.
Operating expenses represent the other major component of the Company’s earnings, ranging from a low of $17.0 million or 2.57% of average assets during 2016 to a high of $25.1 million or 2.67% of average assets during 2020. The upward trend in the Company’s operating expenses since 2016 has been primarily related to normal cost increases, as well as personnel added to implement growth strategies, manage regulatory compliance and staff new branch locations.
Overall, the general trends in the Company’s net interest income ratio and operating expense ratio showed an increase in core earnings, as indicated by the Company’s expense coverage ratios (net interest income divided by operating expenses). NorthEast Community Bancorp’s expense coverage ratio equaled 1.36 times during 2016, versus a ratio of 1.55 times during 2020. Likewise, NorthEast Community Bancorp’s efficiency ratio (operating expenses as
RP® Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS |
| I.11 |
a percent of the sum of net interest income and other operating income) of 67.28% during 2016 was less favorable compared to its efficiency ratio of 60.82% recorded during 2020.
During the period covered in Table 1.2, the amount of loan loss provisions recorded by the Company ranged from $51,000 or 0.01% of average assets during 2017 to $1.1 million or 0.13% of average assets during 2018. For 2020, loan loss amounted to $814,000 or 0.09% of average assets. As of December 31, 2020, the Company maintained valuation allowances of $5.1 million, equal to 0.62% of total loans and 142.44% of non-performing loans. As of December 31, 2020, non-performing loans totaled $3.6 million or 0.43%% of total loans. Exhibit I-6 sets forth the Company’s loan loss allowance activity during the past five years.
Non-operating income and losses have not been a significant factor in the Company’s earnings over the past five years, consisting of gains and losses on disposition of equipment and an unrealized gain on equity securities. For 2020, the Company reported a non-operating gain of $227,000 or 0.02% of average assets. The net non-operating gain for 2020 consisted of a $61,000 loss on disposition of equipment and a $288,000 unrealized gain on equity securities. Overall, the items that comprise the Company’s non-operating income and losses are not viewed to be part of the Company’s core or recurring earnings base.
The Company’s effective tax rate ranged from 22.51% during 2018 to 44.59% during 2017 and equaled 21.02% during 2020. The relatively high effective tax rate recorded for fiscal year 2017 includes a reduction in the value of NorthEast Community Bancorp’s deferred tax assets and a corresponding charge to income tax expense of $1.1 million as a result of the enactment of the Tax Cuts and Jobs Act of 2017, which reduced the maximum federal corporate income tax rate to 21% from 35%. As set forth in the prospectus, the Company’s effective marginal tax rate is 21.0%.
Interest Rate Risk Management
The Company’s balance sheet is asset-sensitive in the short-term (less than one year) and, thus, the net interest margin will typically be adversely affected during periods of falling and lower interest rates. After experiencing interest spread compression during 2019, the Company’s interest rate spread increased during 2020. Interest rate spread compression in 2019 was due to a more significant increase in average funding costs relative to the average yield earned on interest-earning assets, while interest rate expansion during 2020 was due to a more significant decline in average funding costs relative to the decline in yield earned on
RP® Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS |
| I.12 |
interest-earning assets. The Company’s interest rate risk analysis indicated that as of December 31, 2020, in the event of a 200 basis point instantaneous parallel increase in interest rates, net interest income would increase by 24.96% in year 1 and net portfolio value would increase by 11.43% (see Exhibit I-7).
The Company pursues a number of strategies to manage interest rate risk, particularly with respect to seeking to limit the repricing mismatch between interest rate sensitive assets and liabilities. The Company manages interest rate risk from the asset side of the balance sheet through lending diversification which emphasizes origination of adjustable rate or shorter term fixed rate balloon loans and maintaining a relatively high level of liquidity in the prevailing low interest rate environment. As of December 31, 2020, of the Company’s total loans due after December 31, 2021, ARM loans comprised 88.4% of those loans (see Exhibit I-8). On the liability side of the balance sheet, management of interest rate risk has been pursued through emphasizing growth of lower costing and less interest rate sensitive transaction and savings account deposits, utilizing longer term fixed rate FHLB advances with laddered extending out to more than five years. Transaction and savings account deposits comprised 54.95% of the Company’s total deposits as of December 31, 2020.
The infusion of stock proceeds will serve to further limit the Company’s interest rate risk exposure, as most of the net proceeds will be redeployed into interest-earning assets and the increase in the Company’s capital position will lessen the proportion of interest rate sensitive liabilities funding assets.
Lending Activities and Strategy
NorthEast Community Bancorp’s lending activities have emphasized the origination of construction loans and such loans comprise the largest concentration of the Company’s loan portfolio. Beyond construction loans, lending diversification by the Company has emphasized multi-family/mixed-use/non-residential real estate loans followed by commercial business loans. Other areas of lending diversification for the Company include 1-4 family permanent mortgage loans and a nominal amount of consumer loans. The Company considers its lending territory to be the Northeastern United States, including New York, Massachusetts, New Jersey, Connecticut, Pennsylvania and New Hampshire. Pursuant to the Company’s strategic plan, the Company is continuing to pursue a diversified lending strategy emphasizing construction and commercial business loans as the primary areas of targeted loan growth. Exhibit I-9 provides
RP® Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS |
| I.13 |
historical detail of NorthEast Community Bancorp’s loan portfolio composition over the past five years and Exhibit I-10 provides the contractual maturity of the Company’s loan portfolio by loan type as of December 31, 2020.
Construction Loans. Construction loans originated by the Company consist of loans to finance the construction of 1-4 family residences, condominium complexes, single-family developments, commercial real estate and multi-family properties. On a limited basis, the Company supplements originations of construction loans with purchased loan participations from local banks. Loan participations are subject to the same underwriting criteria and loan approvals as applied to loans originated by the Company. Construction loans are interest only loans during the construction period, which are typically 18 to 36 months, and are tied to the prime rate as published in The Wall Street Journal. Construction loans are generally offered up to a maximum loan-to-value (“LTV”) ratio of 75%-80% of the appraised market value of the completed property. Construction loans in the New York counties of Orange, Sullivan and Rockland consist primarily of loans to construct contemporary townhouse-style condominium buildings and complexes containing four to 250 units. Construction loans in Bronx County consist primarily of loans to construct affordable rental apartment buildings containing between ten and 50 or more apartments. The average balance of loans in the construction loan portfolio was $1.2 million at December 31, 2020. As of December 31, 2020, the largest outstanding construction loan had a balance of $13.5 million and was performing in accordance with its terms at December 31, 2020. This loan is secured by a non-residential building located in the Town of Palm Tree, New York. All construction loans were performing according to their terms at December 31, 2020. As of December 31, 2020, the Company’s outstanding balance of construction loans totaled $545.8 million equal to 66.18% of total loans outstanding.
Multi-family, Mixed-Use and Non-Residential Real Estate Loans Multi-family, mixed-use and non-residential real estate loans consist of loans originated by the Company, which are largely collateralized by properties in the Company’s regional lending area. Multi-family loans are comprised primarily of loans on moderate income apartment buildings located in the Company’s lending territory and include loans on cooperative apartment buildings (in the New York area) and loans for Section 8 multifamily housing. Mixed-use real estate loans are secured by properties that are intended for both residential and business use. The Company also originates multi-family and mixed-use real estate loans in Massachusetts and several northeastern states. Non-residential real estate loans are generally secured by office buildings, medical facilities and retail shopping centers.
RP® Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS I.14 |
The Company originates a variety of adjustable-rate and balloon multi-family and mixed-use real estate loans. The adjustable-rate loans have fixed rates for a period of one, two, three and five years and then adjust every one, two, three or five years thereafter, based on the terms of the loan. Maturities on these loans can be up to 15 years, and typically they amortize over a 20 to 30-year period. Interest rates on adjustable-rate loans are adjusted to a rate that equals the applicable one-, two-, three- or five-year Federal Home Loan Bank (“FHLB”) of New York or FHLB of Boston advance rate plus a margin. The balloon loans have a maximum maturity of five years. The Company’s current policy is to require a minimum debt service coverage ratio of between 1.25x and 1.40x depending on the rating of the underlying property. On multifamily and mixed-use real estate loans, the Company’s current policy is to finance up to 75% of the lesser of the appraised value or purchase price of the property securing the loan on purchases and refinances of Class A and B properties and up to 65% of the lesser of the appraised value or purchase price for properties that are rated Class C.
The Company’s non-residential real estate loans are structured in a manner similar to its multi-family and mixed-use real estate loans, typically at a fixed rate of interest for three to five years and then a rate that adjusts every three to five years over the term of the loan, which is typically 15 years. Interest rates and payments on these loans generally are based on the one-, two-, three- or five-year FHLB of New York or FHLB of Boston advance rate plus a margin. Loans are secured by first mortgages that generally do not exceed 75% of the property’s appraised value.
On December 31, 2020, the largest outstanding multi-family real estate loan had a balance of $8.5 million and was performing according to its terms at December 31, 2020. This loan is secured by a 218 unit apartment complex located in Philadelphia, Pennsylvania. The largest mixed-use real estate loan had a balance of $2.7 million and was performing according to its terms at December 31, 2020. This loan is secured by four mixed-use buildings with 11 apartment units and five commercial units located in Brooklyn, New York. At December 31, 2020, the largest outstanding non-residential real estate loan had an outstanding balance of $10.0 million. This loan is secured by a 16-acre site which is listed on the national and state registries for historic places. The property consists of 12 buildings totaling approximately 160,000 square feet, including a large central convent, chapel, elementary school, high school, administrative building and other ancillary structures located in White Plains, New York. This loan was performing according to its terms at December
RP® Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS I.15 |
31, 2020. As of December 31, 2020, the Company’s outstanding balance of multi-family, mixed-use and non-residential real estate loans totaled $181.7 million, equal to 22.03% of total loans outstanding, and consisted of $90.5 million of multi-family loans, $60.7 million of non-residential real estate loans and $30.5 million of mixed-use real estate loans.
Commercial Business Loans. The commercial business loan portfolio is generated through extending loans to small-to medium-sized businesses operating in the local market area. Commercial business lending is a targeted area of loan growth for the Company, pursuant to which the Company is seeking to become a full-service community bank to its commercial loan customers through offering a full range of commercial loan products that can be packaged with lower cost commercial deposit products. Commercial business loans offered by the Company consist of lines of credit secured by general business assets and equipment, which are indexed to The Wall Street Journal prime rate. At December 31, 2020, the largest outstanding commercial and industrial loan and the largest outstanding commercial and industrial line of credit relationship with one borrower was comprised of three lines of credit totaling $30.0 million, with outstanding balances totaling $2.8 million and remaining available lines of credit totaling $27.2 million. However, the borrower cannot at any one time have an outstanding balance of more than $10 million combined over all three lines of credit. One of the lines of credit totaling $10.0 million, with a $1.5 million outstanding balance and a remaining available line of $8.5 million at December 31, 2020, is the Company’s largest outstanding commercial and industrial line of credit and is secured by the assets of a construction company. At December 31, 2020, these loans was performing in accordance with its terms. As of December 31, 2020, the Company’s outstanding balance of commercial business loans totaled $90.6 million equal to 10.98% of total loans outstanding.
Consumer Loans. Consumer lending has been a very limited area of lending diversification for the Company, with such loans consisting of personal loans, loans secured by savings accounts or CDs (share loans), and overdraft protection for checking accounts which is linked to statement savings accounts and has the ability to transfer funds from the statement savings account to the checking account when needed to cover overdrafts. As of December 31, 2020, the Company held $42,000 of consumer loans equal to 0.01% of total loans outstanding.
Asset Quality
Over the past five years, NorthEast Community Bancorp’s balance of non-performing
RP® Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS I.16 |
assets ranged from a low of $4.0 million or 0.46% of assets at December 31, 2018 to a high of $11.6 million or 1.58% of assets at December 31, 2016. As of December 31, 2020, non-performing assets totaled $5.6 million or 0.58% of assets. As shown in Exhibit I-11, non-performing assets at December 31, 2020 consisted of $3.6 million of non-accruing loans and $2.0 million of real estate owned. The entire balance of non-accruing loans held by the Company at December 31, 2020 consisted of non-residential real estate loans. Likewise, the entire balance of real estate owned held by the Company at December 31, 2020 consisted of non-residential real estate properties.
To track the Company’s asset quality and the adequacy of valuation allowances, the Company has established detailed asset classification policies and procedures which are consistent with regulatory guidelines. Detailed asset classifications are reviewed on a regular basis by senior management and the Board. Pursuant to these procedures, when needed, the Company establishes additional valuation allowances to cover anticipated losses in classified or non-classified assets. As of December 31, 2020, the Company maintained loan loss allowances of $5.1 million, equal to 0.62% of total loans outstanding and 142.44% of non-performing loans.
Funding Composition and Strategy
Deposits have consistently served as the Company’s primary funding source and at December 31, 2020 deposits accounted for 96.50% of NorthEast Community Bancorp’s combined balance of deposits and borrowings. Exhibit I-12 sets forth the Company’s deposit composition for the past three fiscal years. Transaction and savings account deposits constituted 54.95% of total deposits as of December 31, 2020, as compared to 42.48% of total deposits as of December 31, 2018. The increase in the concentration of core deposits comprising total deposits at yearend 2020 compared to yearend 2018 was due to growth of core deposits and a decline in CDs.
The balance of the Company’s deposits consists of CDs, which equaled 45.05% of total deposits as of December 31, 2020 compared to 57.52% of total deposits as of December 31, 2018. NorthEast Community Bancorp’s current CD composition reflects a higher concentration of short-term CDs (maturities of one year or less). The CD portfolio totaled $347.7 million at December 31, 2020 and $211.8 million or 60.92% of the CDs were scheduled to mature in one year or less. Exhibit I-13 sets forth the maturity schedule of the Company’s CDs as of December 31, 2020. As of December 31, 2020, jumbo CDs (CD accounts with balances of
RP® Financial, LC. | OVERVIEW AND FINANCIAL ANALYSIS I.17 |
$100,000 or more) amounted to $271.4 million or 78.05% of total CDs. The Company held $71.1 million of brokered CDs at December 31, 2020.
Borrowings serve as an alternative funding source for the Company to facilitate management of funding costs and interest rate risk. FHLB advances have been the only source of borrowings utilized by the Company over the past five years. The Company maintained $28.0 million of FHLB advances at December 31, 2020 with a weighted average rate of 2.52%. FHLB advances held by the Company at December 31, 2020 had laddered terms with maturities extending out to more than five years. Exhibit I-14 provides further detail of the Company’s borrowings activities during the past three years.
Subsidiaries
The Company’s only subsidiary is NorthEast Community Bank. The Bank maintains the following subsidiaries:
New England Commercial Properties LLC was formed in October 2007 to facilitate the purchase or lease of real property by NorthEast Community Bank and to hold real estate owned acquired by NorthEast Community Bank through foreclosure or deed-in-lieu of foreclosure. As of December 31, 2020, New England Commercial Properties, LLC had no assets other than a foreclosed office building located in Pittsburgh, Pennsylvania.
NECB Financial Services Group LLC was formed in April 2012 as a complement to NorthEast Community Bank’s existing investment advisory and financial planning services division, Harbor West Financial Planning Wealth Management, to sell life insurance products and fixed-rate annuities. NECB Financial Services Group LLC is licensed in the States of New York and Connecticut.
72 West Erickson LLC was formed in April 2015 to hold real property that NorthEast Community Bank uses as branch offices.
Legal Proceedings
From time to time, the Company is involved in routine legal proceedings in the ordinary course of business. Such routine legal proceedings, in the aggregate, are believed by management to be immaterial to the Company’s financial condition, results of operations and cash flows.
RP® Financial, LC. | MARKET AREA II.1 |
II. MARKET AREA
Introduction
NorthEast Community Bancorp serves the New York City metropolitan area through the main office, six branch offices and two loan production offices (“LPOs”), which are located in the counties of Westchester, New York, Orange, Bronx and Rockland. The Company also maintains three branch offices and one LPO in the Boston metropolitan area, which are located in the counties of Norfolk, Middlesex and Essex. Deposits are generated through the branch offices, while the Company conducts lending activities throughout the Northeastern United States, including New York, Massachusetts, Connecticut, New Jersey, Pennsylvania and New Hampshire. Exhibit II-1 provides information on the Bank’s office facilities.
Construction loans originated by the Company in Bronx, Kings, Orange, Rockland and Sullivan Counties in New York and Brooklyn (Kings County) are almost exclusively located within homogeneous communities that demonstrate significant population growth concentrated in well-defined existing, and newer expanding, communities. The communities are substantially different from New York State and nationwide economic fluctuations and are considered to be high absorption areas, i.e., where the demand for rental or purchase properties is far greater than available supply.
With operations in major metropolitan areas, the Company’s competitive environment includes a significant number of thrifts, commercial banks and other financial services companies, some of which have a regional or national presence and are larger than the Company in terms of deposits, loans, scope of operations, and number of branches. These institutions also have greater resources at their disposal than the Company. The New York and Boston metropolitan areas have highly diversified economies, which have been have been significantly impacted by the Covid-19 pandemic.
Future growth opportunities for NorthEast Community Bancorp depend on the future growth and stability of the national and regional economy, demographic growth trends and the nature and intensity of the competitive environment. These factors have been examined to help determine the growth potential that exists for the Company, the relative economic health of the Company’s market area and the resultant impact on value.
RP® Financial, LC. | MARKET AREA II.2 |
National Economic Factors
The future success of the Company’s operations is partially dependent upon various national and local economic trends. In assessing national economic trends over the past few quarters, July 2020 manufacturing activity increased to an index reading of 54.2 and July service sector activity accelerated to an index reading of 58.1. U.S. employers added 1.8 million jobs in July and the July unemployment rate fell to 10.2%. In late-July, economic data suggested that the economic recovery was stalling, as filings for initial unemployment claims rose for two consecutive weeks after nearly four months of declining weekly unemployment claims and second quarter GDP contracted at a record annual rate of 32.9%. July existing home sales increased 24.7%, while new home sales in July rose 13.9%. At the same time, the number of homeowners that were at least 90 days delinquent soared to a 10-year high in July. August manufacturing activity accelerated to an index reading of 56.0. Comparatively, August service sector activity slowed to an index 56.9. The U.S. economy added 1.4 million jobs in August and the August unemployment rate declined to 8.4%. Record low mortgage rates helped to fuel a 2.4% increase in August existing home sales and a 4.8% increase in August new home sales. August retail sales increased 0.6%, while durable-goods orders for August increased 0.4%. The consumer confidence index for September surged to 101.8, which was its highest level since March. September manufacturing activity increased to an index reading of 55.4, while September service sector activity accelerated to an index reading of 57.8. The U.S. economy added 661,000 jobs in September and the September unemployment rate dropped to 7.9%. Existing home sales for September increased 9.4%, versus a 3.5% decline in September new home sales. Third quarter GDP rebounded from the pandemic-induced slump, increasing at a 33.1% annualized pace.
Manufacturing activity for October 2020 expanded at its quickest pace in more than two years with an index reading of 59.3, while October service sector activity declined to an index reading of 56.6. U.S. employers added 638,000 jobs in October and the October unemployment rate dropped to 6.9%. October existing home sales rose to a 14-year high with an increase of 4.3% from September existing home sales, as low borrowing costs and a shift in living preferences during the pandemic fueled a surge in home purchases. November manufacturing and service activity slowed to respective index readings of 57.5 and 55.9. The U.S. economy added 245,000 job in November, which was less than expected, and the November unemployment rate dropped to 6.7%. November retail sales dropped 1.1%, amid a surge in coronavirus infections and new business restrictions. Existing home sales declined
RP® Financial, LC. | MARKET AREA II.3 |
2.5% in November, versus an 11.0% decline in November new home sales. Manufacturing activity for December accelerated to an index reading of 60.7, while service sector activity for December accelerated to an index reading of 57.2. U.S. payrolls for December declined by 140,000 which was the first decline since April. The December unemployment rate remained at 6.7%. Retail sales for December were down 0.7%. Existing and new home sales for December increased by 0.7% and 1.6%, respectively. Fourth quarter GDP increased at a 4.0% annualized rate, while GDP for all of 2020 contracted 3.5%.
January 2021 manufacturing activity slowed to an index reading of 58.7, while service sector activity for January accelerated to an index reading of 58.7. U.S. employers added 49,000 jobs in January and the January unemployment rate fell to 6.3%.
In terms of interest rates trends over the past few quarters, a stable interest rate environment prevailed at the start of the third quarter of 2020. Long-term Treasury yields edged lower going into the second half of July, as a surge in coronavirus cases forced a number of states to reimpose lockdown measures. In mid-July, the average rate on a 30-year fixed rate mortgage fell to 2.98%, its lowest level on record. The 10-year Treasury yield edged below 0.60% going into late-July. At the conclusion of its late-July policy meeting, the Federal Reserve left its benchmark rate near zero and reiterated that it would continue to support the economy. The 10-year Treasury yield remained below 0.60% heading into mid-August and then trended up slightly to above 0.70% in late-August after the Federal Reserve dropped its long-standing practice of pre-emptively lifting interest rates to head off higher inflation. At the start of September, the 10-year Treasury yield fell below 0.70% and then edged back up over 0.70% with the release of the August employment report. For the balance of September, the 10-year Treasury yield stabilized in a range between 0.64% and 0.71% as the Federal Reserve signaled that it would keep its benchmark rate near zero through 2023.
Economic reports indicating the U.S. economy was continuing to improve and hopes of a new coronavirus relief deal pushed the 10-year Treasury yield above 0.75% in early-October 2020, which was followed by long-term Treasury yields stabilizing through mid-October. After increasing to a yield of 0.85% heading into late-October, the 10-year Treasury edged lower at the beginning of the last week of October as a surge in coronavirus cases added to worries about the economic outlook in the absence of a stimulus deal. Stronger-than-expected third quarter GDP growth pushed the 10-year Treasury yield up to 0.88% at the end of October. After edging lower with the release of the October employment report, long-term Treasury yields surged higher in the second week of November on news that a coronavirus vaccine being
RP® Financial, LC. | MARKET AREA II.4 |
developed was 90% effective. Long-term Treasury yields edged lower going into the second half of November, as states implemented new lockdown measures amid a resurgence of coronavirus infections. Promising results for multiple Covid-19 vaccines and signs that U.S. lawmakers were committed to completing a new Covid-19 relief package contributed to long-term Treasury yields edging higher in early-December, which was followed by interest rates stabilizing for the balance of 2020. At its final meeting of the year in mid-December, the Federal Reserve left its benchmark at near zero and made no changes to its asset purchase program.
Interest rates remained stable at the start of 2021 and then edged higher following the Georgia Senate election run-offs in early-January, as the 10-year Treasury yield climbed above 1.0% on expectations that additional fiscal stimulus would be forthcoming with Democrats taking control of the Senate. The 10-year Treasury yield stabilized around 1.10% going into the last week of January and then edged lower at the end of January, amid concerns of delays in distribution of the Covid-19 vaccine and the ability to end lockdowns or other restrictions. The Federal Reserve concluded its late-January meeting leaving its benchmark rate near zero and keeping its easy money policies in place. Expectations of more stimulus pushed long-term Treasury yields higher at the end of January and the first week of February, which provided for some steepening of the yield curve. As of February 5, 2021, the bond equivalent yields for U.S. Treasury bonds with terms of one and ten years equaled 0.06% and 1.19%, respectively, versus comparable year ago yields of 1.49% and 1.66%. Exhibit II-2 provides historical interest rate trends.
Based on the consensus outlook of economists surveyed by The Wall Street Journal in January 2021, GDP growth was projected to increase 4.3% in 2021 and then decrease to 3.0% in 2022. The U.S. unemployment rate was forecasted to equal 6.1% in June 2021 and then decrease to 5.3% in December 2021. An average of 419,000 jobs were projected to be added per month over the next four quarters. On average, the economists forecasted the federal funds rate to equal 0.13% in June 2021 and then edge up to 0.14% in December 2021. On average, the economists forecasted that the 10-year Treasury yield would equal 1.24% in June 2021 and then increase to 1.44% in December 2021. The surveyed economists also forecasted home prices would rise by 5.5% in 2021 and 2020 housing starts were forecasted to increase from 1.38 million in 2020 to 1.49 million in 2021.
The January 2021 mortgage finance forecast from the Mortgage Bankers Association (the “MBA”) was for 2021 existing home sales to increase by 10.2% from 2020 sales and new home sales were forecasted to increase by 18.1% in 2021 from sales in 2020. The 2021
RP® Financial, LC. | MARKET AREA II.5 |
median sale prices for existing and new homes were forecasted to increase by 3.2% and 0.4%, respectively. Total mortgage production was forecasted to decrease in 2021 to $2.719 trillion, compared to $3.573 trillion in 2020. The forecasted decrease in 2021 originations was based on a 10.5% increase in purchase volume and a 46.7% decrease in refinancing volume. Purchase mortgage originations were forecasted to total $1.574 trillion in 2021, versus refinancing volume totaling $1.145 trillion. Housing starts for 2021 were projected to increase by 7.2% to total 1.481 million.
Market Area Demographics
Demographic and economic growth trends, measured by changes in population, number of households, age distribution and median household income, provide key insight into the health of the market area served by NorthEast Community Bancorp. Demographic data for the primary market area counties where the Company maintains branch locations and conducts significant lending activities, as well as for New York, Massachusetts and the U.S., is provided in Table 2.1.
Population and household data indicate that the market area served by the Company’s branches is largely a mix of urban and suburban markets. For 2021, the Company’s market area counties ranged in population from a low of 75,000 in Sullivan County to a high of 2.6 million in New York County. From 2016 through 2021, annual population growth rates ranged from a 0.8% decrease in population for Kings County to a 0.5% increase in population for Orange County. Comparatively, over the past five years, New York’s population decreased at a 0.5% annual rate and Massachusetts’ population increased at a 0.3% annual rate. Comparative growth trends for households generally paralleled population growth trends, as the counties of Orange, Middlesex and Essex experienced the strongest growth in households and Kings County experienced the largest decline in households. Population and household growth trends for the primary market area counties that experienced growth over the past five years are generally projected to continue over the next five years, while the projected population and growth trends for the primary market area counties that experienced loss of population and households over the past five years are generally projected to show no change or slight increases in population and households over the next five years.
Income measures show that the counties of New York, Westchester, Rockland, Norfolk and Middlesex are relatively affluent markets, with median household and per capita income measures that were above the comparable state and U.S. measures. Comparatively, median
RP® Financial, LC. | MARKET AREA II.6 |
Table 2.1 |
NorthEast Community Bancorp, Inc. |
Summary Demographic Data |
| | | | | | | | | | | | | | | |
| | Year | | | Growth Rate | |
| | 2016 | | | 2021 | | | 2026 | | | 2016-2021 | | | 2021-2026 | |
| | | | | | | | | | | (%) | | | (%) | |
Population (000) | | | | | | | | | | | | | | | | | | | | |
USA | | | 322,431 | | | | 330,946 | | | | 340,574 | | | | 0.5 | % | | | 0.6 | % |
New York | | | 19,853 | | | | 19,402 | | | | 19,339 | | | | -0.5 | % | | | -0.1 | % |
New York, NY | | | 1,648 | | | | 1,630 | | | | 1,638 | | | | -0.2 | % | | | 0.1 | % |
Bronx, NY | | | 1,456 | | | | 1,415 | | | | 1,415 | | | | -0.6 | % | | | 0.0 | % |
Westchester, NY | | | 980 | | | | 967 | | | | 970 | | | | -0.3 | % | | | 0.1 | % |
Orange, NY | | | 377 | | | | 388 | | | | 394 | | | | 0.5 | % | | | 0.3 | % |
Rockland, NY | | | 328 | | | | 327 | | | | 331 | | | | -0.1 | % | | | 0.2 | % |
Kings, NY | | | 2,658 | | | | 2,552 | | | | 2,550 | | | | -0.8 | % | | | 0.0 | % |
Sullivan, NY | | | 75 | | | | 75 | | | | 75 | | | | 0.1 | % | | | -0.1 | % |
Massachusetts | | | 6,810 | | | | 6,928 | | | | 7,085 | | | | 0.3 | % | | | 0.4 | % |
Norfolk, MA | | | 699 | | | | 711 | | | | 729 | | | | 0.4 | % | | | 0.5 | % |
Middlesex, MA | | | 1,592 | | | | 1,622 | | | | 1,666 | | | | 0.4 | % | | | 0.5 | % |
Essex, MA | | | 778 | | | | 794 | | | | 814 | | | | 0.4 | % | | | 0.5 | % |
| | | | | | | | | | | | | | | | | | | | |
Households (000) | | | | | | | | | | | | | | | | | | | | |
USA | | | 122,265 | | | | 125,733 | | | | 129,596 | | | | 0.6 | % | | | 0.6 | % |
New York | | | 7,544 | | | | 7,402 | | | | 7,397 | | | | -0.4 | % | | | 0.0 | % |
New York, NY | | | 797 | | | | 789 | | | | 794 | | | | -0.2 | % | | | 0.1 | % |
Bronx, NY | | | 510 | | | | 496 | | | | 496 | | | | -0.6 | % | | | 0.0 | % |
Westchester, NY | | | 360 | | | | 356 | | | | 358 | | | | -0.2 | % | | | 0.1 | % |
Orange, NY | | | 128 | | | | 131 | | | | 133 | | | | 0.5 | % | | | 0.3 | % |
Rockland, NY | | | 104 | | | | 103 | | | | 104 | | | | -0.2 | % | | | 0.2 | % |
Kings, NY | | | 982 | | | | 950 | | | | 954 | | | | -0.7 | % | | | 0.1 | % |
Sullivan, NY | | | 29 | | | | 30 | | | | 30 | | | | 0.2 | % | | | 0.0 | % |
Massachusetts | | | 2,661 | | | | 2,721 | | | | 2,792 | | | | 0.4 | % | | | 0.5 | % |
Norfolk, MA | | | 269 | | | | 275 | | | | 283 | | | | 0.4 | % | | | 0.5 | % |
Middlesex, MA | | | 618 | | | | 632 | | | | 651 | | | | 0.5 | % | | | 0.6 | % |
Essex, MA | | | 300 | | | | 307 | | | | 315 | | | | 0.5 | % | | | 0.6 | % |
| | | | | | | | | | | | | | | | | | | | |
Median Household Income ($) | | | | | | | | | | | | | | | | | | | | |
USA | | | 55,551 | | | | 67,761 | | | | 73,868 | | | | 4.1 | % | | | 1.7 | % |
New York | | | 60,445 | | | | 74,462 | | | | 83,994 | | | | 4.3 | % | | | 2.4 | % |
New York, NY | | | 74,526 | | | | 93,854 | | | | 104,246 | | | | 4.7 | % | | | 2.1 | % |
Bronx, NY | | | 33,942 | | | | 43,015 | | | | 47,779 | | | | 4.9 | % | | | 2.1 | % |
Westchester, NY | | | 86,168 | | | | 102,782 | | | | 113,311 | | | | 3.6 | % | | | 2.0 | % |
Orange, NY | | | 70,186 | | | | 82,420 | | | | 89,220 | | | | 3.3 | % | | | 1.6 | % |
Rockland, NY | | | 82,412 | | | | 94,873 | | | | 101,450 | | | | 2.9 | % | | | 1.3 | % |
Kings, NY | | | 49,716 | | | | 68,871 | | | | 79,563 | | | | 6.7 | % | | | 2.9 | % |
Sullivan, NY | | | 49,289 | | | | 58,081 | | | | 63,363 | | | | 3.3 | % | �� | | 1.8 | % |
Massachusetts | | | 69,807 | | | | 87,126 | | | | 96,373 | | | | 4.5 | % | | | 2.0 | % |
Norfolk, MA | | | 88,926 | | | | 108,468 | | | | 118,393 | | | | 4.1 | % | | | 1.8 | % |
Middlesex, MA | | | 86,767 | | | | 109,090 | | | | 120,213 | | | | 4.7 | % | | | 2.0 | % |
Essex, MA | | | 68,821 | | | | 84,426 | | | | 93,601 | | | | 4.2 | % | | | 2.1 | % |
| | | | | | | | | | | | | | | | | | | | |
Per Capita Income ($) | | | | | | | | | | | | | | | | | | | | |
USA | | | 30,002 | | | | 37,689 | | | | 41,788 | | | | 4.7 | % | | | 2.1 | % |
New York | | | 34,045 | | | | 43,801 | | | | 49,170 | | | | 5.2 | % | | | 2.3 | % |
New York, NY | | | 63,858 | | | | 80,041 | | | | 86,845 | | | | 4.6 | % | | | 1.6 | % |
Bronx, NY | | | 17,828 | | | | 23,001 | | | | 26,126 | | | | 5.2 | % | | | 2.6 | % |
Westchester, NY | | | 48,416 | | | | 60,382 | | | | 65,591 | | | | 4.5 | % | | | 1.7 | % |
Orange, NY | | | 31,628 | | | | 39,154 | | | | 42,728 | | | | 4.4 | % | | | 1.8 | % |
Rockland, NY | | | 35,151 | | | | 44,037 | | | | 46,977 | | | | 4.6 | % | | | 1.3 | % |
Kings, NY | | | 27,827 | | | | 39,799 | | | | 46,294 | | | | 7.4 | % | | | 3.1 | % |
Sullivan, NY | | | 26,101 | | | | 33,265 | | | | 36,705 | | | | 5.0 | % | | | 2.0 | % |
Massachusetts | | | 38,791 | | | | 50,520 | | | | 56,238 | | | | 5.4 | % | | | 2.2 | % |
Norfolk, MA | | | 47,509 | | | | 60,544 | | | | 65,959 | | | | 5.0 | % | | | 1.7 | % |
Middlesex, MA | | | 47,267 | | | | 61,793 | | | | 68,022 | | | | 5.5 | % | | | 1.9 | % |
Essex, MA | | | 36,172 | | | | 48,443 | | | | 53,856 | | | | 6.0 | % | | | 2.1 | % |
| | | | | | | | | | | | | | | | | | | | |
2021 Age Distribution (%) | | | 0-14 Yrs. | | | | 15-34 Yrs. | | | | 35-54 Yrs. | | | | 55-69 Yrs. | | | | 70+ Yrs. | |
USA | | | 19.0 | | | | 26.8 | | | | 24.8 | | | | 18.4 | | | | 11.4 | |
New York | | | 17.6 | | | | 26.9 | | | | 25.0 | | | | 19.0 | | | | 11.8 | |
New York, NY | | | 13.1 | | | | 31.5 | | | | 28.7 | | | | 16.5 | | | | 12.2 | |
Bronx, NY | | | 21.4 | | | | 29.1 | | | | 25.6 | | | | 15.8 | | | | 9.2 | |
Westchester, NY | | | 18.3 | | | | 24.5 | | | | 24.3 | | | | 19.5 | | | | 12.5 | |
Orange, NY | | | 20.9 | | | | 27.2 | | | | 22.6 | | | | 18.0 | | | | 10.0 | |
Rockland, NY | | | 22.8 | | | | 26.1 | | | | 21.0 | | | | 16.9 | | | | 11.3 | |
Kings, NY | | | 20.0 | | | | 28.5 | | | | 27.2 | | | | 15.7 | | | | 9.9 | |
Sullivan, NY | | | 17.4 | | | | 23.8 | | | | 22.8 | | | | 21.8 | | | | 13.1 | |
Massachusetts | | | 16.7 | | | | 27.0 | | | | 25.1 | | | | 19.6 | | | | 11.9 | |
Norfolk, MA | | | 17.3 | | | | 25.1 | | | | 25.2 | | | | 20.0 | | | | 12.1 | |
Middlesex, MA | | | 16.8 | | | | 27.8 | | | | 27.2 | | | | 18.4 | | | | 11.0 | |
Essex, MA | | | 17.7 | | | | 25.4 | | | | 23.9 | | | | 20.5 | | | | 12.1 | |
| | | | | | | | | | | | | | | | | | | | |
| | | Less Than | | | | $25,000 to | | | | $50,000 to | | | | | | | | | |
2021 HH Income Dist. (%) | | | 25,000 | | | | 50,000 | | | | 100,000 | | | | $100,000+ | | | | | |
USA | | | 18.0 | | | | 20.3 | | | | 29.0 | | | | 32.7 | | | | | |
New York | | | 18.4 | | | | 17.5 | | | | 26.0 | | | | 38.1 | | | | | |
New York, NY | | | 19.8 | | | | 12.7 | | | | 19.8 | | | | 47.7 | | | | | |
Bronx, NY | | | 33.6 | | | | 22.3 | | | | 25.5 | | | | 18.7 | | | | | |
Westchester, NY | | | 13.3 | | | | 13.7 | | | | 22.1 | | | | 51.0 | | | | | |
Orange, NY | | | 15.3 | | | | 17.0 | | | | 26.2 | | | | 41.6 | | | | | |
Rockland, NY | | | 13.8 | | | | 14.4 | | | | 24.0 | | | | 47.7 | | | | | |
Kings, NY | | | 22.4 | | | | 17.6 | | | | 23.9 | | | | 36.2 | | | | | |
Sullivan, NY | | | 22.4 | | | | 22.5 | | | | 28.9 | | | | 26.2 | | | | | |
Massachusetts | | | 15.6 | | | | 15.3 | | | | 25.0 | | | | 44.1 | | | | | |
Norfolk, MA | | | 11.2 | | | | 12.0 | | | | 23.5 | | | | 53.4 | | | | | |
Middlesex, MA | | | 11.8 | | | | 12.1 | | | | 22.4 | | | | 53.7 | | | | | |
Essex, MA | | | 16.2 | | | | 15.7 | | | | 25.3 | | | | 42.8 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Source: S&P Global Market Intelligence | | | | | | | | | | | | | | | | | | | | |
RP® Financial, LC. | MARKET AREA II.7 |
household and per capita income measures for Bronx County were somewhat lower than the comparable New York and U.S. measures, reflecting some areas of poverty in the inner city. Projected five-year income growth rates for the primary market area counties were generally in line with the comparable projected growth rates for New York, Massachusetts and the U.S.
A comparison of household income distribution measures provides another indication of the relative affluence of New York, Westchester, Rockland, Norfolk and Middlesex Counties, which maintained significantly higher percentages of households with incomes above $100,000 compared to the U.S and state measures. The less affluent nature of Bronx County is also indicated by the household income distribution measures, which show that, in comparison to the U.S. and New York, Bronx County maintained a much higher percentage of households with incomes of less than $25,000 and a much lower percentage of households with incomes above $100,000.
Age distribution measures for the primary market area counties were fairly similar to the comparable U.S. and state measures, with Bronx County exhibiting a relatively younger population and Westchester and Sullivan Counties exhibiting relatively older populations among the primary market area counties.
Regional Economy
Comparative employment data shown in Table 2.2 shows that employment in services and education/healthcare/social services were the two largest employment sectors for all of the primary market area counties, as well as for New York and Massachusetts. With the exception of New York County, wholesale/retail trade jobs were the third largest employment sector for all of the primary area counties and for New York and Massachusetts. Finance/insurance/real estate jobs were the third largest employment sector for New York County. Other noteworthy employment sectors for many of the primary market area counties included finance/insurance/real estate, manufacturing and construction. Overall, the distribution of employment exhibited in the primary market area is indicative of a diverse economic environment.
RP® Financial, LC. | MARKET AREA II.8 |
Table 2.2 |
NorthEast Community Bancorp, Inc. |
Primary Market Area Employment Sectors |
(Percent of Labor Force) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | New York | | | Bronx | | | Westchester | | | Orange | | | Rockland | | | Kings | | | Sullivan | | | Norfolk | | | Middlesex | | | Essex | |
Employment Sector | | New York | | | Massachusetts | | | County | | | County | | | County | | | County | | | County | | | County | | | County | | | County | | | County | | | County | |
Services | | | 26.6 | % | | | 26.9 | % | | | 35.4 | % | | | 26.7 | % | | | 29.9 | % | | | 21.7 | % | | | 24.7 | % | | | 29.3 | % | | | 25.0 | % | | | 28.0 | % | | | 29.6 | % | | | 27.5 | % |
Education,Healthcare, Soc. Serv. | | | 27.6 | % | | | 28.1 | % | | | 23.0 | % | | | 32.9 | % | | | 27.1 | % | | | 26.5 | % | | | 33.1 | % | | | 27.9 | % | | | 29.8 | % | | | 28.5 | % | | | 28.5 | % | | | 25.9 | % |
Government | | | 4.5 | % | | | 3.9 | % | | | 2.5 | % | | | 3.7 | % | | | 3.4 | % | | | 7.0 | % | | | 4.4 | % | | | 3.8 | % | | | 6.2 | % | | | 3.7 | % | | | 3.5 | % | | | 4.0 | % |
Wholesale/Retail Trade | | | 12.7 | % | | | 12.5 | % | | | 9.4 | % | | | 12.8 | % | | | 11.1 | % | | | 16.9 | % | | | 12.6 | % | | | 11.6 | % | | | 14.5 | % | | | 11.5 | % | | | 10.7 | % | | | 13.3 | % |
Finance/Insurance/Real Estate | | | 8.0 | % | | | 7.4 | % | | | 15.7 | % | | | 6.6 | % | | | 10.0 | % | | | 5.4 | % | | | 6.7 | % | | | 7.7 | % | | | 3.8 | % | | | 10.2 | % | | | 7.1 | % | | | 6.6 | % |
Manufacturing | | | 6.1 | % | | | 8.9 | % | | | 3.1 | % | | | 3.2 | % | | | 4.1 | % | | | 6.4 | % | | | 5.4 | % | | | 3.2 | % | | | 4.8 | % | | | 6.5 | % | | | 9.8 | % | | | 10.4 | % |
Construction | | | 5.7 | % | | | 5.8 | % | | | 2.0 | % | | | 4.9 | % | | | 6.9 | % | | | 7.3 | % | | | 6.0 | % | | | 5.0 | % | | | 7.2 | % | | | 5.6 | % | | | 4.7 | % | | | 5.9 | % |
Information | | | 2.9 | % | | | 2.3 | % | | | 6.3 | % | | | 1.6 | % | | | 3.1 | % | | | 2.2 | % | | | 2.9 | % | | | 4.7 | % | | | 1.9 | % | | | 2.5 | % | | | 3.1 | % | | | 2.1 | % |
Transportation/Utility | | | 5.4 | % | | | 3.8 | % | | | 2.6 | % | | | 7.6 | % | | | 4.1 | % | | | 5.8 | % | | | 4.2 | % | | | 6.7 | % | | | 6.1 | % | | | 3.3 | % | | | 2.8 | % | | | 3.9 | % |
Agriculture | | | 0.5 | % | | | 0.4 | % | | | 0.0 | % | | | 0.1 | % | | | 0.2 | % | | | 0.8 | % | | | 0.0 | % | | | 0.1 | % | | | 0.8 | % | | | 0.2 | % | | | 0.1 | % | | | 0.3 | % |
| | | 100.0 | % | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % |
Source: S&P Global Market Intelligence
The market areas served by the Company, characterized primarily as the New York and Boston metropolitan areas, has a highly developed and diverse economy. Financial services, professional services and healthcare companies are among the largest employers in the New York and Boston metropolitan areas. Tourism also is a prominent component of the Company’s market area economy, as New York City and Boston rank among the nation’s top tourist destinations. Table 2.3 lists the major employers in the New York City and Boston metropolitan areas.
RP® Financial, LC. | |
| MARKET AREA |
| II.9 |
Table 2.3
NorthEast Community Bancorp, Inc.
Largest Employers in Local Market Areas
Company | | Industry | | Employees | |
New York Area | | | | | | |
JPMorgan Chase & Co | | Financial Services | | | 249,257 | |
Citi | | Financial Services | | | 219,000 | |
ABM Industries | | Facility Management | | | 110,000 | |
Pfizer | | Pharmaceutical | | | 96,500 | |
Carl Icahn | | Hedge Fund | | | 90,980 | |
Phillip Morris | | Tobacco | | | 79,500 | |
Omnicon Group | | Communications and Marketing | | | 78,500 | |
PwC | | Professional Services | | | 60,790 | |
Alcoa | | Aluminum Manufacturing and Processing | | | 60,000 | |
Marsh & McLennan | | Professional Services | | | 60,000 | |
| | | | | | |
Source: MoneyInc | | | | | | |
Company | | Industry | | Employees | |
Boston Area | | | | | | |
Massachusetts General Hospital | | Health Care | | | 16,999 | |
Brigham and Women's Hospital | | Health Care | | | 13,303 | |
U Mass System Admin Office | | Medical Business Admin | | | 10,000 | |
Boston Children's Hospital | | Health Care | | | 8,000 | |
Boston University | | Higher Education | | | 8,000 | |
Beth Israel Deaconess Med. Center | | Health Care | | | 7,743 | |
Massachusetts Bay Transportation | | Transportation | | | 6,001 | |
Boston Medical Center | | Health Care | | | 5,335 | |
Boston University Medical Campus | | Higher Education-Medical | | | 5,000 | |
Floating Hospital for Children | | Health Care | | | 5,000 | |
| | | | | | |
Source: Infogroup, 2020 | | | | | | |
Unemployment Trends
Comparative unemployment rates for the primary market area counties, as well as for the U.S., New York and Massachusetts, are shown in Table 2.4. December 2020 unemployment rates for the primary market area counties ranged from a low of 5.5% for Rockland County to a high of 15.1% for Bronx County. Comparative unemployment rates for the U.S., New York and Massachusetts equaled 6.5%, 8.1% and 7.1%, respectively. Pursuant
RP® Financial, LC. | |
| MARKET AREA |
| II.10 |
to the coronavirus-induced recession, the December 2020 unemployment rates for the primary market area counties, New York, Massachusetts and the U.S. were all higher compared to a year ago.
Table 2.4
NorthEast Community Bancorp, Inc.
Unemployment Trends(1)
| | Dec. 2019 | | | Dec. 2020 | |
Region | | Unemployment | | | Unemployment | |
USA | | | 3.4 | % | | | 6.5 | % |
New York | | | 3.7 | % | | | 8.1 | % |
New York, NY | | | 2.8 | % | | | 8.7 | % |
Bronx, NY | | | 4.4 | % | | | 15.1 | % |
Westchester, NY | | | 3.8 | % | | | 6.0 | % |
Orange, NY | | | 3.9 | % | | | 5.9 | % |
Rockland, NY | | | 3.5 | % | | | 5.5 | % |
Kings, NY | | | 3.2 | % | | | 11.3 | % |
Sullivan, NY | | | 4.4 | % | | | 6.2 | % |
Massachusetts | | | 2.4 | % | | | 7.1 | % |
Norfolk, MA | | | 2.0 | % | | | 6.4 | % |
Middlesex, MA | | | 1.8 | % | | | 6.0 | % |
Essex, MA | | | 2.4 | % | | | 7.7 | % |
(1) Unemployment rates are not seasonally adjusted.
Source: S&P Global Market Intelligence
Market Area Deposit Characteristics and Competition
The Company’s deposit base is closely tied to the economic fortunes of the New York City and Boston metropolitan areas and, in particular, the areas that are nearby to one of NorthEast Community Bancorp’s branches. Table 2.5 displays deposit market trends from June 30, 2015 through June 30, 2020 for all commercial bank and savings institution branches located in the primary market area counties, as well as New York and Massachusetts. Consistent with New York and Massachusetts, commercial banks maintained a larger market share of deposits than savings institutions in all the primary market area counties. Overall, from June 30, 2015 to June 30, 2020, bank and thrift deposits increased in all of the primary market area counties.
RP® Financial, LC. | |
| MARKET AREA |
| II.11 |
Table 2.5
NorthEast Community Bancorp, Inc.
Deposit Summary
| | As of June 30, | | | | |
| | 2015 | | | 2020 | | | Deposit | |
| | | | | Market | | | No. of | | | | | | Market | | | No. of | | | Growth Rate | |
| | Deposits | | | Share | | | Branches | | | Deposits | | | Share | | | Branches | | | 2015-2020 | |
| | | | | | | | | | | | | | | | | | | | | |
| | (Dollars in Thousands) | | | (%) | |
New York | | $ | 1,339,440,000 | | | | 100.0 | % | | | 5,262 | | | $ | 2,141,550,000 | | | | 100.0 | % | | | 4,634 | | | | 9.8 | % |
Commercial Banks | | | 1,272,782,000 | | | | 95.0 | % | | | 4,449 | | | | 2,071,807,000 | | | | 96.7 | % | | | 4,011 | | | | 10.2 | % |
Savings Institutions | | | 66,658,000 | | | | 5.0 | % | | | 813 | | | | 69,743,000 | | | | 3.3 | % | | | 623 | | | | 0.9 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
New York County | | $ | 879,056,000 | | | | 100.0 | % | | | 692 | | | $ | 1,444,806,000 | | | | 100.0 | % | | | 625 | | | | 10.4 | % |
Commercial Banks | | | 873,620,000 | | | | 99.4 | % | | | 652 | | | | 1,437,136,000 | | | | 99.5 | % | | | 589 | | | | 10.5 | % |
Savings Institutions | | | 5,436,000 | | | | 0.6 | % | | | 40 | | | | 7,670,000 | | | | 0.5 | % | | | 36 | | | | 7.1 | % |
NorthEast Community Bancorp | | | 65,558 | | | | 0.0 | % | | | 2 | | | | 105,895 | | | | 0.0 | % | | | 2 | | | | 10.1 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bronx County | | $ | 11,529,000 | | | | 100.0 | % | | | 153 | | | $ | 15,746,000 | | | | 100.0 | % | | | 140 | | | | 6.4 | % |
Commercial Banks | | | 9,731,000 | | | | 84.4 | % | | | 126 | | | | 13,673,000 | | | | 86.8 | % | | | 115 | | | | 7.0 | % |
Savings Institutions | | | 1,798,000 | | | | 15.6 | % | | | 27 | | | | 2,073,000 | | | | 13.2 | % | | | 25 | | | | 2.9 | % |
NorthEast Community Bancorp | | | 68,390 | | | | 0.6 | % | | | 1 | | | | 86,893 | | | | 0.6 | % | | | 1 | | | | 4.9 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Westchester County | | $ | 71,252,000 | | | | 100.0 | % | | | 363 | | | $ | 152,498,000 | | | | 100.0 | % | | | 294 | | | | 16.4 | % |
Commercial Banks | | | 64,231,000 | | | | 90.1 | % | | | 318 | | | | 146,908,000 | | | | 96.3 | % | | | 268 | | | | 18.0 | % |
Savings Institutions | | | 7,021,000 | | | | 9.9 | % | | | 45 | | | | 5,590,000 | | | | 3.7 | % | | | 26 | | | | -4.5 | % |
NorthEast Community Bancorp | | | 112,163 | | | | 0.2 | % | | | 1 | | | | 176,834 | | | | 0.1 | % | | | 1 | | | | 9.5 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Orange County | | $ | 6,451,000 | | | | 100.0 | % | | | 250 | | | $ | 10,516,000 | | | | 100.0 | % | | | 100 | | | | 10.3 | % |
Commercial Banks | | | 5,784,000 | | | | 89.7 | % | | | 173 | | | | 9,477,000 | | | | 90.1 | % | | | 77 | | | | 10.4 | % |
Savings Institutions | | | 667,000 | | | | 10.3 | % | | | 77 | | | | 1,039,000 | | | | 9.9 | % | | | 23 | | | | 9.3 | % |
NorthEast Community Bancorp | | | NA | | | | 0.0 | % | | | 0 | | | | 116,436 | | | | 1.1 | % | | | 2 | | | | NA | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rockland County | | $ | 12,342,000 | | | | 100.0 | % | | | 95 | | | $ | 21,303,000 | | | | 100.0 | % | | | 75 | | | | 11.5 | % |
Commercial Banks | | | 11,982,000 | | | | 97.1 | % | | | 88 | | | | 20,962,000 | | | | 98.4 | % | | | 68 | | | | 11.8 | % |
Savings Institutions | | | 360,000 | | | | 2.9 | % | | | 7 | | | | 341,000 | | | | 1.6 | % | | | 7 | | | | -1.1 | % |
NorthEast Community Bancorp | | | NA | | | | 0.0 | % | | | 0 | | | | 127,583 | | | | 0.6 | % | | | 1 | | | | NA | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Massachusetts | | $ | 371,438,000 | | | | 100.0 | % | | | 2,191 | | | $ | 498,537,000 | | | | 100.0 | % | | | 2,118 | | | | 6.1 | % |
Commercial Banks | | | 304,253,000 | | | | 81.9 | % | | | 1,338 | | | | 409,892,000 | | | | 82.2 | % | | | 1,293 | | | | 6.1 | % |
Savings Institutions | | | 67,185,000 | | | | 18.1 | % | | | 853 | | | | 88,645,000 | | | | 17.8 | % | | | 825 | | | | 5.7 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Norfolk County | | $ | 23,347,000 | | | | 100.0 | % | | | 245 | | | $ | 33,065,000 | | | | 100.0 | % | | | 248 | | | | 7.2 | % |
Commercial Banks | | | 14,106,000 | | | | 60.4 | % | | | 143 | | | | 22,818,000 | | | | 69.0 | % | | | 158 | | | | 10.1 | % |
Savings Institutions | | | 9,241,000 | | | | 39.6 | % | | | 102 | | | | 10,247,000 | | | | 31.0 | % | | | 90 | | | | 2.1 | % |
NorthEast Community Bancorp | | | 28,203 | | | | 0.1 | % | | | 1 | | | | 81,176 | | | | 0.2 | % | | | 1 | | | | 23.5 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Middlesex County | | $ | 52,221,000 | | | | 100.0 | % | | | 511 | | | $ | 75,001,000 | | | | 100.0 | % | | | 498 | | | | 7.5 | % |
Commercial Banks | | | 35,055,000 | | | | 67.1 | % | | | 332 | | | | 53,897,000 | | | | 71.9 | % | | | 333 | | | | 9.0 | % |
Savings Institutions | | | 17,166,000 | | | | 32.9 | % | | | 179 | | | | 21,104,000 | | | | 28.1 | % | | | 65 | | | | 4.2 | % |
NorthEast Community Bancorp | | | 24,706 | | | | 0.0 | % | | | 1 | | | | 33,437 | | | | 0.0 | % | | | 1 | | | | 6.2 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Essex County | | $ | 19,720,000 | | | | 100.0 | % | | | 250 | | | $ | 29,331,000 | | | | 100.0 | % | | | 249 | | | | 8.3 | % |
Commercial Banks | | | 11,052,000 | | | | 56.0 | % | | | 153 | | | | 16,320,000 | | | | 55.6 | % | | | 140 | | | | 8.1 | % |
Savings Institutions | | | 8,668,000 | | | | 44.0 | % | | | 97 | | | | 13,011,000 | | | | 44.4 | % | | | 109 | | | | 8.5 | % |
NorthEast Community Bancorp | | | 31,162 | | | | 0.2 | % | | | 1 | | | | 40,500 | | | | 0.1 | % | | | 1 | | | | 5.4 | % |
Source: FDIC.
RP® Financial, LC. | |
| MARKET AREA |
| II.12 |
The Company maintains its largest balance of deposits in Westchester County, where the Company is headquartered. Based on June 30, 2020 deposit data, NorthEast Community Bancorp’s $176.8 million of deposits provided for a 0.1% market share of bank and thrift deposits in Westchester County. The Bank’s deposit market share in the primary market area counties ranged from 0.0% in New York and Middlesex Counties to 1.1% in Orange County. Five year annual deposit growth rates for the primary market area counties ranged from 6.4% for Bronx County to 16.4% for Westchester County. For the five year period covered in Table 2.5, the Company recorded deposit growth in all of the primary market area counties and increased deposit market share in the counties of Orange, Rockland and Norfolk. The Company did not maintain branch locations in the counties of Orange and Rockland, as of June 30, 2015.
As implied by the Company’s relatively low market shares of deposits in the primary market area counties, competition among financial institutions in the Company’s market area is significant. Among the Company’s competitors are much larger and more diversified institutions, which have greater resources than maintained by NorthEast Community Bancorp. Financial institution competitors in the Company’s primary market area include other locally based thrifts and banks, as well as regional, super regional and money center banks. From a competitive standpoint, NorthEast Community Bancorp has sought to emphasize its community orientation in the markets served by its branches. Table 2.6 lists the Company’s largest competitors in the market area counties, based on deposit market share.
RP® Financial, LC. | |
| MARKET AREA |
| II.13 |
Table 2.6
NorthEast Community Bancorp, Inc.
Market Area Deposit Competitors
Location | | Name | | Market Share | | | Rank | |
New York County, NY | | JPMorgan Chase & Co. (NY) | | | 48.85 | | | | |
| | Bank of New York Mellon Corp. (NY) | | | 13.35 | | | | |
| | HSBC Holdings | | | 8.82 | | | | |
| | Bank of America Corporation (NC) | | | 7.19 | | | | |
| | Citigroup Inc. (NY) | | | 5.72 | | | | |
| | NorthEast Community Bancorp (NY) | | | 0.01 | | | 70 out of 85 | |
| | | | | | | | | |
Bronx County, NY | | JPMorgan Chase & Co. (NY) | | | 37.82 | | | | |
| | Citigroup Inc. (NY) | | | 16.45 | | | | |
| | Apple Financial Holdings Inc. (NY) | | | 7.93 | | | | |
| | Toronto-Dominion Bank | | | 6.57 | | | | |
| | Capital One Financial Corp. (VA) | | | 6.20 | | | | |
| | NorthEast Community Bancorp (NY) | | | 0.55 | | | 19 out of 24 | |
| | | | | | | | | |
Westchester County, NY | | | | | | | | | |
| | JPMorgan Chase & Co. (NY) | | | 27.38 | | | | |
| | Citigroup Inc. (NY) | | | 11.53 | | | | |
| | Wells Fargo & Co. (CA) | | | 7.74 | | | | |
| | Bank of America Corporation (NC) | | | 6.30 | | | | |
| | Sterling Bancorp (NY) | | | 6.05 | | | | |
| | NorthEast Community Bancorp (NY) | | | 0.12 | | | 25 out of 32 | |
| | | | | | | | | |
Orange County, NY | | | | | | | | | |
| | KeyCorp (OH) | | | 19.45 | | | | |
| | JPMorgan Chase & Co. (NY) | | | 18.66 | | | | |
| | Toronto-Dominion Bank | | | 13.04 | | | | |
| | Sterling Bancorp (NY) | | | 8.85 | | | | |
| | Orange County Bancorp Inc. (NY) | | | 7.06 | | | | |
| | NorthEast Community Bancorp (NY) | | | 1.11 | | | 15 out of 24 | |
| | | | | | | | | |
| | | | | | | | | |
Rockland County, NY | | | | | | | | | |
| | Sterling Bancorp (NY) | | | 46.75 | | | | |
| | JPMorgan Chase & Co. (NY) | | | 20.66 | | | | |
| | M&T Bank Corp. (NY) | | | 8.81 | | | | |
| | KeyCorp (OH) | | | 6.91 | | | | |
| | Toronto-Dominion Bank | | | 4.95 | | | | |
| | NorthEast Community Bancorp (NY) | | | 0.60 | | | 11 out of 15 | |
| | | | | | | | | |
Norfolk County, MA | | | | | | | | | |
| | Bank of America Corporation (NC) | | | 23.72 | | | | |
| | Citizens Financial Group Inc. (RI) | | | 14.55 | | | | |
| | Independent Bank Corp. (MA) | | | 6.03 | | | | |
| | NB Financial MHC (MA) | | | 5.71 | | | | |
| | Banco Santander | | | 5.13 | | | | |
| | NorthEast Community Bancorp (NY) | | | 0.24 | | | 37 out of 43 | |
| | | | | | | | | |
Middlesex County, MA | | | | | | | | | |
| | Bank of America Corporation (NC) | | | 23.90 | | | | |
| | Citizens Financial Group Inc. (RI) | | | 12.18 | | | | |
| | Toronto-Dominion Bank | | | 6.06 | | | | |
| | Century Bancorp Inc. (MA) | | | 5.59 | | | | |
| | Cambridge Financial Group Inc. (MA) | | | 5.39 | | | | |
| | NorthEast Community Bancorp (NY) | | | 0.04 | | | 47 out of 51 | |
| | | | | | | | | |
Essex County, MA | | | | | | | | | |
| | Toronto-Dominion Bank | | | 12.94 | | | | |
| | Salem Five Bancorp (MA) | | | 10.38 | | | | |
| | Bank of America Corporation (NC) | | | 10.36 | | | | |
| | Inst for Svgs in Newburyport (MA) | | | 10.08 | | | | |
| | Eastern Bankshares Inc. (MA) | | | 9.06 | | | | |
| | NorthEast Community Bancorp (NY) | | | 0.14 | | | 32 out of 35 | |
Source: S&P Global Market Intelligence
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.1 |
III. PEER GROUP ANALYSIS
This chapter presents an analysis of NorthEast Community Bancorp’s operations versus a group of comparable savings institutions (the "Peer Group") selected from the universe of all publicly-traded savings institutions in a manner consistent with the regulatory valuation guidelines. The basis of the pro forma market valuation of NorthEast Community Bancorp is derived from the pricing ratios of the Peer Group institutions, incorporating valuation adjustments for key differences in relation to the Peer Group. Since no Peer Group can be exactly comparable to NorthEast Community Bancorp, key areas examined for differences are: financial condition; profitability, growth and viability of earnings; asset growth; primary market area; dividends; liquidity of the shares; marketing of the issue; management; and effect of government regulations and regulatory reform.
Peer Group Selection
The Peer Group selection process is governed by the general parameters set forth in the regulatory valuation guidelines. Accordingly, the Peer Group is comprised of only those publicly-traded savings institutions whose common stock is either listed on the NYSE or NASDAQ, since their stock trading activity is regularly reported and generally more frequent than non-publicly traded and closely-held institutions. Institutions that are not listed on the NYSE or NASDAQ are inappropriate, since the trading activity for thinly-traded or closely-held stocks are typically highly irregular in terms of frequency and price and thus may not be a reliable indicator of market value. We have also excluded from the Peer Group those companies under acquisition or subject to rumored acquisition, mutual holding companies and recent conversions, since their pricing ratios are subject to unusual distortion and/or have limited trading history. A recent listing of the universe of all publicly-traded savings institutions is included as Exhibit III-1.
Ideally, the Peer Group, which must have at least 10 members to comply with the regulatory valuation guidelines, should be comprised of locally- or regionally-based institutions with comparable resources, strategies and financial characteristics. There are approximately 43 fully-converted, publicly-traded institutions nationally and, thus, it is typically the case that the Peer Group will be comprised of institutions with relatively comparable characteristics. To the extent that differences exist between the converting institution and the Peer Group, valuation adjustments will be applied to account for the differences. Since NorthEast Community Bancorp
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.2 |
will be a full public company upon completion of the offering, we considered only full public companies to be viable candidates for inclusion in the Peer Group. From the universe of publicly-traded thrifts, we selected ten institutions with characteristics similar to those of NorthEast Community Bancorp. In the selection process, we applied two “screens” to the universe of all public companies that were eligible for consideration:
| o | Screen #1 Mid-Atlantic and New England institutions with assets between $500 million and $2.0 billion, tangible equity/tangible assets ratios of greater than 7.0% and positive core earnings. Eight companies met the criteria for Screen #1 and all eight were included in the Peer Group: Elmira Savings Bank of New York, ESSA Bancorp, Inc. of Pennsylvania, HV Bancorp, Inc. of Pennsylvania, PCSB Financial Corporation of New York, Provident Bancorp, Inc. of Massachusetts, Prudential Bancorp, Inc. of Pennsylvania, Randolph Bancorp, Inc. of Massachusetts and Severn Bancorp, Inc. of Maryland. Exhibit III-2 provides financial and public market pricing characteristics of all publicly-traded Mid-Atlantic and New England thrifts. |
| | |
| o | Screen #2 Midwest institutions with assets between $500 million and $2.0 billion, tangible equity/tangible assets ratios of greater than 7.0% and positive core earnings. Two companies met the criteria for Screen #2 and both were included in the Peer Group: IF Bancorp, Inc. of Illinois and HMN Financial, Inc. of Minnesota. Exhibit III-3 provides financial and public market pricing characteristics of all publicly-traded Midwest thrifts. |
Table 3.1 shows the general characteristics of each of the ten Peer Group companies and Exhibit III-4 provides summary demographic and deposit market share data for the primary market areas served by each of the Peer Group companies. While there are expectedly some differences between the Peer Group companies and Northeast Community Bancorp, we believe that the Peer Group companies, on average, provide a good basis for valuation subject to valuation adjustments. The following sections present a comparison of NorthEast Community Bancorp’s financial condition, income and expense trends, loan composition, interest rate risk and credit risk versus the Peer Group as of the most recent publicly available date. Comparative data for all publicly-traded thrifts has been included in the Chapter III tables as well.
In addition to the selection criteria used to identify the Peer Group companies, a summary description of the key comparable characteristics of each of the Peer Group companies relative to NorthEast Community Bancorp’s characteristics is detailed below.
o | Elmira Savings Bank of New York. Comparable due to similar concentration of deposits funding assets, similar operating expense ratio as a percent of average assets and similar concentrations of commercial real estate loans and commercial business loans as percent of assets. |
RP® Financial, LC. | Peer Group Analysis |
| Page III.3 |
Table 3.1
Peer Group of Publicly-Traded Thrifts
As of September 30, 2020 or the Most Recent Date Available
| | | | | | | | | | | | | | | | | | | | As of | |
| | | | | | | | | | | | | | | | | | | | February 5, 2021 | |
Ticker | | Financial Institution | | Exchange | | Region | | City | | State | | Total Assets | | Offices | | Fiscal Mth End | | Conv. Date | | Stock Price | | Market Value | |
| | | | | | | | | | | | ($Mil) | | | | | | | | ($) | | ($Mil) | |
ESBK | | Elmira Savings Bank | | NASDAQCM | | MA | | Elmira | | NY | | $ | 674 | | | 12 | | Dec | | 3/1/1985 | | $ | 12.24 | | $ | 43 | |
ESSA | | ESSA Bancorp, Inc. | | NASDAQGS | | MA | | Stroudsburg | | PA | | $ | 1,894 | | | 23 | | Sep | | 4/3/2007 | | $ | 15.59 | | $ | 157 | |
HMNF | | HMN Financial, Inc. | | NASDAQGM | | MW | | Rochester | | MN | | $ | 898 | | | 14 | | Dec | | 6/30/1994 | | $ | 19.00 | | $ | 91 | |
HVBC | | HV Bancorp, Inc. | | NASDAQCM | | MA | | Doylestown | | PA | | $ | 508 | | | 5 | | Dec | | 1/11/2017 | | $ | 16.81 | | $ | 34 | |
IROQ | | IF Bancorp, Inc. | | NASDAQCM | | MW | | Watseka | | IL | | $ | 726 | | | 8 | | Jun | | 7/7/2011 | | $ | 20.50 | | $ | 66 | |
PCSB | | PCSB Financial Corporation | | NASDAQCM | | MA | | Yorktown Heights | | NY | | $ | 1,791 | | | 16 | | Jun | | 4/20/2017 | | $ | 15.75 | | $ | 241 | |
PVBC | | Provident Bancorp, Inc. | | NASDAQCM | | NE | | Amesbury | | MA | | $ | 1,498 | | | 7 | | Dec | | 7/15/2015 | | $ | 12.10 | | $ | 219 | |
PBIP | | Prudential Bancorp, Inc. | | NASDAQGM | | MA | | Philadelphia | | PA | | $ | 1,223 | | | 10 | | Sep | | 3/29/2005 | | $ | 12.69 | | $ | 101 | |
RNDB | | Randolph Bancorp, Inc. | | NASDAQGM | | NE | | Stoughton | | MA | | $ | 723 | | | 5 | | Dec | | 7/1/2016 | | $ | 20.00 | | $ | 103 | |
SVBI | | Severn Bancorp, Inc. | | NASDAQCM | | MA | | Annapolis | | MD | | $ | 939 | | | 7 | | Dec | | NA | | $ | 7.80 | | $ | 100 | |
Source: S&P Global Market Intelligence.
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.4 |
o | ESSA Bancorp, Inc. of Pennsylvania. Comparable due to similar concentration of deposits funding assets and similar concentration of commercial business loans as a percent of asset. |
| |
o | HMN Financial, Inc. of Minnesota. Comparable due to similar asset size, similar concentration of commercial business loans as a percent of assets and relatively low ratio of non-performing assets as percent of assets. |
| |
o | HV Bancorp, Inc. of Pennsylvania. Comparable due to similar interest-earning asset composition and relatively low ratio of non-performing assets as a percent of assets. |
| |
o | IF Bancorp, Inc. of Illinois. Comparable due to similar size of branch network, similar interest-bearing funding composition, similar impact of loan loss provisions on earnings and relatively low ratio of non-performing assets as a percent of assets. |
| |
o | PCSB Financial Corporation of New York. Comparable due to New York MSA market area, similar interest-bearing funding composition, limited earnings contribution from sources of non-interest operating income, similar concentration of multi-family loans as a percent of assets and relative low ratio of non-performing assets as a percent of assets. |
| |
o | Provident Bancorp, In. of Massachusetts. Comparable due to completed second-step conversion in 2019, Boston market area, similar size of branch network, similar interest-bearing funding composition, relative high net interest income to average assets ratio, limited earnings contribution from sources of non-interest operating income, similar operating expense to average assets ratio and relatively low concentration of 1-4 family loans as a percent of assets. |
| |
o | Prudential Bancorp, Inc. of Pennsylvania. Comparable due to completed second-step conversion in 2013, similar size of branch network, limited earnings contribution from sources of non-interest operating income and similar concentration of commercial real estate loans as a percent of assets. |
| |
o | Randolph Bancorp, Inc. of Massachusetts. Comparable due to Boston market area. |
| |
o | Severn Bancorp, Inc. of Maryland. Similar asset size, similar size of branch network, similar interest-bearing funding composition, similar impact of loan loss provisions on earnings and similar concentration of commercial business loans as a percent of assets.. |
In aggregate, the Peer Group companies maintained a similar level of tangible equity compared to the industry average (11.19% of assets versus 11.69% for all public companies), generated similar earnings as a percent of average assets (0.90% core ROAA versus 0.87% for all public companies) and earned a similar ROE (7.67% core ROE versus 7.23% for all public companies). Overall, the Peer Group's average P/TB ratio and average core P/E multiple were below the respective averages for all publicly-traded thrifts.
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.5 |
| | All | | | | |
| | Publicly-Traded | | | Peer Group | |
Financial Characteristics (Averages) | | | | | | | | |
Assets ($Mil) | | $ | 5,167 | | | $ | 1,087 | |
Market capitalization ($Mil) | | $ | 601 | | | $ | 116 | |
Tangible equity/assets (%) | | | 11.69 | % | | | 11.19 | % |
Core return on average assets (%) | | | 0.87 | | | | 0.90 | |
Core return on average equity (%) | | | 7.23 | | | | 7.67 | |
Pricing Ratios (Averages)(1) | | | | | | |
Core price/earnings (x) | | | 13.98 | x | | | 13.13 | x |
Price/tangible book (%) | | | 114.74 | | | | 93.40 | % |
Price/assets (%) | | | 12.92 | | | | 10.61 | |
(1) As of February 5, 2021.
Ideally, the Peer Group companies would be comparable to NorthEast Community Bancorp in terms of all of the selection criteria, but the universe of publicly-traded thrifts does not provide for an appropriate number of such companies. However, in general, the companies selected for the Peer Group were fairly comparable to NorthEast Community Bancorp, as will be highlighted in the following comparative analysis. Comparative data for all publicly-traded thrifts has been included in the Chapter III tables as well.
Financial Condition
Table 3.2 shows comparative balance sheet measures for NorthEast Community Bancorp and the Peer Group, reflecting the expected similarities and some differences given the selection procedures outlined above. The Company’s and the Peer Group's ratios reflect balances as of December 31, 2020 and September 30, 2020, respectively. NorthEast Community Bancorp’s equity-to-assets ratio of 15.89% was above the Peer Group's average net worth ratio of 11.56%. The Company’s pro forma capital position will increase with the addition of stock proceeds, which will provide the Company with an equity-to-assets ratio that will further exceed the Peer Group’s ratio. Tangible equity-to-assets ratios for the Company and the Peer Group equaled 15.82% and 11.19%, respectively. The increase in NorthEast Community Bancorp’s pro forma capital position will be favorable from a risk perspective and in terms of future earnings potential that could be realized through leverage and lower funding costs. At the same time, the Company’s higher pro forma capitalization will initially depress return on equity. Both NorthEast Community Bancorp’s and the Peer Group's capital ratios reflected capital surpluses with respect to the regulatory capital requirements.
RP® Financial, LC. | Peer Group Analysis |
| Page III.6 |
Table 3.2
Balance Sheet Composition and Growth Rates
Comparable Institution Analysis
As of September 30, 2020
| | | | | Balance Sheet as a Percent of Assets | | | Balance Sheet Annual Growth Rates | | | Regulatory Capital | |
| | | | | Cash & | | | MBS & | | | | | | Net | | | | | | Borrowed | | | Sub. | | | Total | | | Goodwill | | | Tangible | | | | | MBS, Cash | | | | | | | | | Borrows. | | | Total | | | Tangible | | | Tier 1 | | | Tier 1 | | | Risk-Based | |
| | | | | Equival. | | | Invest | | | BOLI | | | Loans (1) | | | Deposits | | | Funds | | | Debt | | | Equity | | | & Intang | | | Equity | | | Assets | | Invests | | | Loans | | | Deposits | | | &Subdebt | | | Equity | | | Equity | | | Leverage | | | Risk-Based | | | Capital | |
NorthEast Community Bancorp, Inc. | | NY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2020 | | | | 7.15 | % | | 2.00 | % | | 2.55 | % | | 84.62 | % | | 79.70 | % | | 2.89 | % | | | 0.00 | % | | 15.89 | % | | 0.07 | % | | | 15.82 | % | | | 1.37 | % | | -40.26 | % | | 9.55 | % | | -0.96 | % | | 33.33 | % | | 8.24 | % | | 8.35 | % | | 14.79 | % | | 13.23 | % | | 13.72 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Non-MHC Public Thrifts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | 8.62 | % | | 12.96 | % | | 1.54 | % | | 73.21 | % | | 74.64 | % | | 10.75 | % | | | 0.42 | % | | 12.62 | % | | 0.92 | % | | | 11.69 | % | | | 18.75 | % | | 0.00 | % | | 14.86 | % | | 19.30 | % | | 14.55 | % | | 9.52 | % | | 0.00 | % | | 10.75 | % | | 15.35 | % | | 16.79 | % |
Medians | | | | 7.76 | % | | 9.10 | % | | 1.60 | % | | 74.90 | % | | 76.41 | % | | 8.50 | % | | | 0.00 | % | | 11.51 | % | | 0.25 | % | | | 10.31 | % | | | 12.71 | % | | 0.00 | % | | 9.90 | % | | 15.09 | % | | 1.54 | % | | 3.55 | % | | 0.00 | % | | 10.35 | % | | 13.47 | % | | 14.67 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | 8.57 | % | | 12.91 | % | | 1.52 | % | | 73.72 | % | | 78.04 | % | | 8.69 | % | | | 0.22 | % | | 11.56 | % | | 0.37 | % | | | 11.19 | % | | | 15.01 | % | | 36.91 | % | | 12.66 | % | | 14.97 | % | | 27.79 | % | | 12.32 | % | | 11.79 | % | | 10.45 | % | | 14.76 | % | | 15.83 | % |
Medians | | | | 8.77 | % | | 9.91 | % | | 1.35 | % | | 75.15 | % | | 79.76 | % | | 6.77 | % | | | 0.00 | % | | 11.38 | % | | 0.11 | % | | | 11.29 | % | | | 11.10 | % | | 23.55 | % | | 5.56 | % | | 13.28 | % | | -8.10 | % | | 5.80 | % | | 4.57 | % | | 10.10 | % | | 13.83 | % | | 15.02 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ESBK | Elmira Savings Bank | | NY | | 12.68 | % | | 3.35 | % | | 2.27 | % | | 76.47 | % | | 81.80 | % | | 8.40 | % | | | 0.00 | % | | 8.90 | % | | 1.83 | % | | | 7.07 | % | | | 9.49 | % | | 115.16 | % | | 0.07 | % | | 6.02 | % | | 82.05 | % | | 2.63 | % | | 3.34 | % | | 7.87 | % | | 12.80 | % | | 14.05 | % |
ESSA | ESSA Bancorp, Inc. | | PA | | 8.23 | % | | 11.61 | % | | 2.14 | % | | 74.90 | % | | 81.53 | % | | 7.03 | % | | | 0.00 | % | | 10.11 | % | | 0.77 | % | | | 9.34 | % | | | 5.23 | % | | -0.39 | % | | 6.74 | % | | 14.96 | % | | -46.42 | % | | 1.00 | % | | 1.24 | % | | 9.08 | % | | 12.64 | % | | 13.74 | % |
HMNF | HMN Financial, Inc. | | MN | | 8.46 | % | | 13.31 | % | | 0.00 | % | | 75.41 | % | | 87.60 | % | | 0.38 | % | | | 0.00 | % | | 11.26 | % | | 0.10 | % | | | 11.16 | % | | | 17.72 | % | | 31.86 | % | | 14.66 | % | | 19.32 | % | | -20.42 | % | | 10.91 | % | | 11.14 | % | | 9.73 | % | | 13.16 | % | | 14.41 | % |
HVBC | HV Bancorp, Inc. | | PA | | 9.28 | % | | 3.97 | % | | 1.25 | % | | 81.92 | % | | 73.09 | % | | 18.13 | % | | | 0.00 | % | | 7.33 | % | | 0.00 | % | | | 7.33 | % | | | 42.40 | % | | 32.25 | % | | 44.62 | % | | 30.41 | % | | 164.08 | % | | 11.87 | % | | 5.61 | % | | 8.36 | % | | 12.22 | % | | 12.91 | % |
IROQ | IF Bancorp, Inc. | | IL | | 2.58 | % | | 22.79 | % | | 1.30 | % | | 71.38 | % | | 82.88 | % | | 4.32 | % | | | 0.00 | % | | 11.51 | % | | 0.00 | % | | | 11.51 | % | | | 7.05 | % | | 14.00 | % | | 5.56 | % | | 8.13 | % | | -10.59 | % | | 8.10 | % | | 8.10 | % | | 11.08 | % | | NA | | | NA | |
PCSB | PCSB Financial Corporation | | NY | | 9.09 | % | | 18.14 | % | | 1.40 | % | | 68.56 | % | | 76.88 | % | | 6.52 | % | | | 0.00 | % | | 15.28 | % | | 0.35 | % | | | 14.93 | % | | | 7.99 | % | | 15.25 | % | | 5.56 | % | | 11.60 | % | | -5.60 | % | | -2.79 | % | | -2.82 | % | | 12.41 | % | | 17.56 | % | | 18.24 | % |
PVBC | Provident Bancorp, Inc. | | MA | | 3.17 | % | | 2.36 | % | | 2.43 | % | | 89.54 | % | | 77.99 | % | | 5.21 | % | | | 0.00 | % | | 15.98 | % | | 0.00 | % | | | 15.98 | % | | | 38.91 | % | | -3.69 | % | | 44.81 | % | | 30.20 | % | | 130.37 | % | | 76.25 | % | | 76.25 | % | | 9.78 | % | | 18.30 | % | | 19.56 | % |
PBIP | Prudential Bancorp, Inc. | | PA | | 9.74 | % | | 37.26 | % | | 2.66 | % | | 48.09 | % | | 63.02 | % | | 23.43 | % | | | 0.00 | % | | 10.55 | % | | 0.53 | % | | | 10.03 | % | | | -5.12 | % | | -11.30 | % | | 0.49 | % | | 3.42 | % | | -23.94 | % | | -7.52 | % | | -7.81 | % | | 10.42 | % | | 16.87 | % | | 18.07 | % |
RNDB | Randolph Bancorp, Inc. | | MA | | 6.79 | % | | 8.21 | % | | 1.19 | % | | 79.17 | % | | 72.24 | % | | 11.37 | % | | | 0.00 | % | | 13.13 | % | | 0.00 | % | | | 13.13 | % | | | 12.71 | % | | 81.07 | % | | 3.76 | % | | 6.41 | % | | 42.58 | % | | 19.28 | % | | 19.28 | % | | 12.17 | % | | 14.49 | % | | 15.62 | % |
SVBI | Severn Bancorp, Inc. | | MD | | 15.73 | % | | 8.05 | % | | 0.58 | % | | 71.72 | % | | 83.42 | % | | 2.13 | % | | | 2.20 | % | | 11.53 | % | | 0.12 | % | | | 11.41 | % | | | 13.68 | % | | 94.86 | % | | 0.35 | % | | 19.19 | % | | -34.16 | % | | 3.50 | % | | 3.53 | % | | 13.59 | % | | NA | | | NA | |
(1) Includes loans held for sale.
Source: S&P Global Market Intelligence and RP® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.
Copyright (c) 2021 by RP® Financial, LC.
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.7 |
The interest-earning asset compositions for the Company and the Peer Group were somewhat similar, with loans constituting the largest concentration of interest-earning assets for both NorthEast Community Bancorp and the Peer Group. The Company’s loans-to-assets ratio of 84.62% was higher than the comparable Peer Group ratio of 73.72%. Comparatively, the Company’s cash and investments-to-assets ratio of 9.15% was lower than the comparable Peer Group ratio of 21.48%. Overall, NorthEast Community Bancorp’s interest-earning assets amounted to 93.77% of assets, which was slightly less than the comparable Peer Group ratio of 95.20%. The Peer Group’s non-interest earning assets included bank-owned life insurance (“BOLI”) equal to 1.52% of assets and goodwill/intangibles equal to 0.37% of assets, while the Company maintained BOLI equal to 2.55% of assets and goodwill/intangibles equal to 0.07% of assets.
NorthEast Community Bancorp’s funding liabilities reflected a funding composition that was somewhat similar to that of the Peer Group's funding composition. The Company’s deposits equaled 79.70% of assets, which was slightly above the Peer Group’s ratio of 78.04%. Comparatively, the Company maintained a lower level of borrowings than the Peer Group, as indicated by borrowings-to-assets ratios of 2.89% and 8.91% for NorthEast Community Bancorp and the Peer Group, respectively. Total interest-bearing liabilities maintained by the Company and the Peer Group, as a percent of assets, equaled 82.59% and 86.95%, respectively.
A key measure of balance sheet strength for a thrift institution is its interest-earning assets/interest-bearing liabilities (“IEA/IBL”) ratio. Presently, the Company’s IEA/IBL ratio is higher than the Peer Group’s ratio, based on IEA/IBL ratios of 113.54% and 109.49%, respectively. The additional capital realized from stock proceeds should serve to provide NorthEast Community Bancorp with an IEA/IBL ratio that further exceeds the Peer Group’s ratio, as the increase in capital provided by the infusion of stock proceeds will serve to lower the level of interest-bearing liabilities funding assets and will be primarily deployed into interest-earning assets.
The growth rate section of Table 3.2 shows annual growth rates for key balance sheet items. NorthEast Community Bancorp’s and the Peer Group’s growth rates are based on annual growth for the twelve months ended December 31, 2020 and September 30, 2020, respectively. NorthEast Community Bancorp recorded a 1.37% increase in assets, versus asset growth of 15.01% recorded by the Peer Group. Asset growth for NorthEast Community Bancorp included a 9.55% increase in loans, which was largely offset by a 40.26% decrease in
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.8 |
cash and investments. Asset growth for the Peer Group included a 12.66% increase in loans and a 36.91% increase in cash and investments.
A 33.33% increase in borrowings funded the Company’s asset growth, as well as a 0.96% decline in deposits. Comparatively, asset growth for the Peer Group was funded through deposit growth of 14.97% and a 27.79% increase in borrowings. The Company’s tangible capital increased by 8.35%, which was less the Peer Group’s tangible capital growth rate of 11.79%. The Peer Group’s comparatively stronger capital growth rate was largely attributable to the 76.25% increase in tangible capital recorded by Provident Bancorp, Inc., which completed a second-step offering during the twelve-month period. The Company’s post-conversion capital growth rate will initially be constrained by maintenance of a higher pro forma capital position. Additional implementation of any stock repurchases and dividend payments, pursuant to regulatory limitations and guidelines, could also slow the Company’s capital growth rate in the longer term following the stock offering.
Income and Expense Components
Table 3.3 displays statements of operations for the Company and the Peer Group. The Company’s and the Peer Group’s ratios are based on earnings for the twelve months ended December 31, 2020 and September 30, 2020, respectively. NorthEast Community Bancorp and the Peer Group reported net income to average assets ratios of 1.31% and 0.91%, respectively. A higher ratio of net interest income and lower ratios for loan loss provisions, operating expenses and effective tax rate represented earnings advantages for the Company, while a higher ratio of non-interest operating income was an earnings advantages for the Peer Group.
The Company’s higher net interest income to average assets ratio was realized through a higher interest income ratio, which was facilitated by a higher yield earned on interest-earning assets (5.59% versus 3.90% for the Peer Group). Likewise, the Peer Group’s lower interest expense ratio was facilitated by a lower cost of funds (1.18% versus 1.65% for the Company). Overall, NorthEast Community Bancorp and the Peer Group reported net interest income to average assets ratios of 4.15% and 2.81%, respectively.
In another key area of core earnings strength, the Company maintained a lower level of operating expenses than the Peer Group. For the period covered in Table 3.3, the Company and the Peer Group reported operating expense to average assets ratios of 2.67% and 3.06%, respectively. The Company’s lower operating expense ratio was in part realized through maintaining a comparatively lower number of employees relative to its asset size. Assets per
RP® Financial, LC. | Peer Group Analysis |
| Page III.9 |
Table 3.3
Income as Percent of Average Assets and Yields, Costs, Spreads
Comparable Institution Analysis
For the 12 Months Ended September 30, 2020 or the Most Recent 12 Months Available
| | | | | | Net Interest Income | | | | Non-Interest Income | | | | NonOp Items | | | | Yields, Costs, and Spreads | | | | | |
| | | | | | | | | | | | Loss | | NII | | Gain | | Other | | Total | | | | | | Provision | | | | | | | | MEMO: | | MEMO: | |
| | | | Net | | | | | | | | Provis. | | After | | on Sale of | | Non-Int | | Non-Int | | Net Gains/ | | Extrao. | | for | | Yield | | Cost | | Yld-Cost | | Assets/ | | Effective | |
| | | | Income | | Income | | Expense | | NII | | on IEA | | Provis. | | Loans | | Income | | Expense | | Losses (1) | | Items | | Taxes | | On IEA | | Of IBL | | Spread | | FTE Emp. | | Tax Rate | |
| | | | (%) | | (%) | | (%) | | (%) | | (%) | | (%) | | (%) | | (%) | | (%) | | (%) | | (%) | | (%) | | (%) | | (%) | | (%) | | ($000) | | (%) | |
NorthEast Community Bancorp, Inc. | | NY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2020 | | | | 1.31 | % | | 5.22 | % | | 1.06 | % | | 4.15 | % | | 0.09 | % | | 4.07 | % | | 0.00 | % | | 0.24 | % | | 2.67 | % | | 0.02 | % | | 0.00 | % | | 0.35 | % | | 5.59 | % | | 1.65 | % | | 3.94 | % | $ | 7,868 | | | 21.02 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Non-MHC Public Thrifts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | 0.84 | % | | 3.80 | % | | 0.85 | % | | 2.95 | % | | 0.30 | % | | 2.67 | % | | 0.84 | % | | 0.44 | % | | 2.78 | % | | 0.01 | % | | 0.00 | % | | 0.26 | % | | 4.03 | % | | 1.12 | % | | 2.91 | % | $ | 8,680 | | | 22.93 | % |
Medians | | | | 0.76 | % | | 3.63 | % | | 0.85 | % | | 2.82 | % | | 0.24 | % | | 2.58 | % | | 0.07 | % | | 0.30 | % | | 2.63 | % | | 0.00 | % | | 0.00 | % | | 0.22 | % | | 3.89 | % | | 1.13 | % | | 2.86 | % | $ | 7,309 | | | 23.10 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | 0.91 | % | | 3.70 | % | | 0.89 | % | | 2.81 | % | | 0.23 | % | | 2.58 | % | | 1.17 | % | | 0.47 | % | | 3.06 | % | | 0.02 | % | | 0.00 | % | | 0.27 | % | | 3.90 | % | | 1.18 | % | | 2.72 | % | $ | 7,255 | | | 23.34 | % |
Medians | | | 0.76 | % | | 3.59 | % | | 0.87 | % | | 2.67 | % | | 0.21 | % | | 2.45 | % | | 0.38 | % | | 0.42 | % | | 2.57 | % | | 0.00 | % | | 0.00 | % | | 0.26 | % | | 3.81 | % | | 1.14 | % | | 2.59 | % | $ | 6,262 | | | 24.49 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ESBK | Elmira Savings Bank | | NY | | 0.60 | % | | 3.61 | % | | 1.03 | % | | 2.58 | % | | 0.20 | % | | 2.38 | % | | 0.59 | % | | 0.37 | % | | 2.59 | % | | 0.00 | % | | 0.00 | % | | 0.14 | % | | 4.19 | % | | 1.37 | % | | 2.82 | % | $ | 5,863 | | | 19.27 | % |
ESSA | ESSA Bancorp, Inc. | | PA | | 0.76 | % | | 3.38 | % | | 0.84 | % | | 2.54 | % | | 0.17 | % | | 2.37 | % | | 0.08 | % | | 0.47 | % | | 2.01 | % | | 0.02 | % | | 0.00 | % | | 0.17 | % | | 3.57 | % | | 1.10 | % | | 2.47 | % | $ | 7,788 | | | 18.09 | % |
HMNF | HMN Financial, Inc. | | MN | | 1.03 | % | | 3.85 | % | | 0.39 | % | | 3.46 | % | | 0.22 | % | | 3.24 | % | | 0.93 | % | | 0.66 | % | | 3.37 | % | | 0.00 | % | | 0.00 | % | | 0.43 | % | | 3.98 | % | | 0.62 | % | | 3.36 | % | $ | 5,249 | | | 29.47 | % |
HVBC | HV Bancorp, Inc. | | PA | | 1.02 | % | | 3.38 | % | | 0.90 | % | | 2.48 | % | | 0.27 | % | | 2.22 | % | | 2.32 | % | | 1.24 | % | | 4.40 | % | | 0.04 | % | | 0.00 | % | | 0.39 | % | | 3.55 | % | | 1.14 | % | | 2.41 | % | $ | 4,287 | | | 27.77 | % |
IROQ | IF Bancorp, Inc. | | IL | | 0.64 | % | | 3.74 | % | | 1.09 | % | | 2.65 | % | | 0.07 | % | | 2.58 | % | | 0.17 | % | | 0.54 | % | | 2.48 | % | | 0.07 | % | | 0.00 | % | | 0.25 | % | | 3.85 | % | | 1.35 | % | | 2.50 | % | $ | 6,661 | | | 27.95 | % |
PCSB | PCSB Financial Corporation | | NY | | 0.54 | % | | 3.51 | % | | 0.82 | % | | 2.69 | % | | 0.17 | % | | 2.53 | % | | 0.00 | % | | 0.16 | % | | 2.00 | % | | 0.00 | % | | 0.00 | % | | 0.15 | % | | 3.66 | % | | 1.13 | % | | 2.53 | % | $ | 10,655 | | | 21.85 | % |
PVBC | Provident Bancorp, Inc. | | MA | | 0.81 | % | | 4.56 | % | | 0.53 | % | | 4.03 | % | | 0.51 | % | | 3.52 | % | | 0.00 | % | | 0.29 | % | | 2.55 | % | | -0.14 | % | | 0.00 | % | | 0.30 | % | | 4.79 | % | | 0.96 | % | | 3.83 | % | $ | 9,786 | | | 27.12 | % |
PBIP | Prudential Bancorp, Inc. | | PA | | 0.76 | % | | 3.36 | % | | 1.54 | % | | 1.81 | % | | 0.24 | % | | 1.57 | % | | 0.04 | % | | 0.12 | % | | 1.32 | % | | 0.47 | % | | 0.00 | % | | 0.13 | % | | 3.53 | % | | 1.83 | % | | 1.70 | % | $ | 13,297 | | | 14.34 | % |
RNDB | Randolph Bancorp, Inc. | | MA | | 2.30 | % | | 3.57 | % | | 0.86 | % | | 2.71 | % | | 0.37 | % | | 2.34 | % | | 6.71 | % | | 0.12 | % | | 6.14 | % | | -0.24 | % | | 0.00 | % | | 0.49 | % | | 3.77 | % | | 1.13 | % | | 2.64 | % | $ | 3,644 | | | 17.51 | % |
SVBI | Severn Bancorp, Inc. | | MD | | 0.63 | % | | 4.02 | % | | 0.88 | % | | 3.14 | % | | 0.10 | % | | 3.04 | % | | 0.86 | % | | 0.72 | % | | 3.71 | % | | -0.01 | % | | 0.00 | % | | 0.27 | % | | 4.10 | % | | 1.19 | % | | 2.91 | % | $ | 5,321 | | | 30.04 | % |
(1) Net gains/losses includes gain/loss on sale of securities and nonrecurring income and expense.
Source: S&P Global Market Intelligence and RP® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.
Copyright (c) 2021 by RP® Financial, LC.
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.10 |
full time equivalent employee equaled $7.868 million for the Company, versus $7.255 million for the Peer Group.
When viewed together, net interest income and operating expenses provide considerable insight into a thrift's earnings strength, since those sources of income and expenses are typically the most prominent components of earnings and are generally more predictable than losses and gains realized from the sale of assets or other non-recurring activities. In this regard, as measured by their expense coverage ratios (net interest income divided by operating expenses), the Company’s earnings were more favorable than the Peer Group’s earnings. Expense coverage ratios for NorthEast Community Bancorp and the Peer Group equaled 1.55x and 0.92x, respectively.
Sources of non-interest operating income provided a larger contribution to the Peer Group’s earnings, with such income amounting to 0.24% and 1.64% of NorthEast Community Bancorp’s and the Peer Group’s average assets, respectively. Taking non-interest operating income into account in comparing the Company’s and the Peer Group's earnings, NorthEast Community Bancorp’s efficiency ratio (operating expenses, as a percent of the sum of non-interest operating income and net interest income) of 60.82% was more favorable than the Peer Group's efficiency ratio of 68.76%.
Loan loss provisions had a greater impact on the Peer Group’s earnings, as loan loss provisions established by the Company and the Peer Group equaled 0.09% and 0.23% of average assets, respectively
The Company and the Peer Group both recorded net non-operating gains equal to 0.02% of average assets. Typically, gains and losses generated from the sale of assets and other non-operating activities are viewed as earnings with a relatively high degree of volatility, and, thus, are not considered to be part of an institution’s core earnings. Extraordinary items were not a factor in either the Company’s or the Peer Group's earnings.
The Company recorded an effective tax rate of 21.02%, which was slightly lower than the Peer Group’s effective tax rate of 23.34%. As indicated in the prospectus, the Company’s effective marginal tax rate is equal to 21.00%.
Loan Composition
Table 3.4 presents data related to the Company’s and the Peer Group’s loan portfolio compositions (including the investment in mortgage-backed securities). In comparison to the
RP® Financial, LC. | Peer Group Analysis |
| III.11 |
Table 3.4
Loan Portfolio Composition and Related Information
Comparable Institution Analysis
As of September 30, 2020
| | | | | | Portfolio Composition as a Percent of Assets | |
| | | | | | | | | 1-4 | | | Constr. | | | Multi- | | | | | | Commerc. | | | | | | RWA/ | | | Servicing | |
| | | | | | MBS | | | Family | | | & Land | | | Family | | | Comm RE | | | Business | | | Consumer | | | Assets | | | Assets | |
| | | | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | ($000) | |
NorthEast Community Bancorp, Inc. | | NY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2020 | | | | | 0.33 | % | | | 0.64 | % | | | 56.37 | % | | | 9.35 | % | | | 9.42 | % | | | 9.36 | % | | | 0.01 | % | | | 108.64 | % | | $ | 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Non-MHC Public Thrifts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | 7.79 | % | | | 28.12 | % | | | 4.32 | % | | | 11.13 | % | | | 17.58 | % | | | 11.17 | % | | | 1.73 | % | | | 67.07 | % | | $ | 9,686 | |
Medians | | | | | 6.76 | % | | | 24.76 | % | | | 4.15 | % | | | 4.17 | % | | | 15.52 | % | | | 7.81 | % | | | 0.21 | % | | | 67.50 | % | | $ | 295 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | 8.04 | % | | | 29.81 | % | | | 4.82 | % | | | 5.12 | % | | | 19.18 | % | | | 14.08 | % | | | 1.42 | % | | | 66.47 | % | | $ | 1,836 | |
Medians | | | | | 6.52 | % | | | 23.57 | % | | | 3.55 | % | | | 3.52 | % | | | 18.20 | % | | | 9.78 | % | | | 1.08 | % | | | 66.70 | % | | $ | 856 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ESBK | | Elmira Savings Bank | | NY | | | 0.91 | % | | | 46.49 | % | | | 2.06 | % | | | 6.31 | % | | | 9.50 | % | | | 7.79 | % | | | 5.16 | % | | | 62.34 | % | | $ | 1,306 | |
ESSA | | ESSA Bancorp, Inc. | | PA | | | 4.83 | % | | | 36.73 | % | | | 4.60 | % | | | 5.38 | % | | | 15.52 | % | | | 11.29 | % | | | 2.19 | % | | | 74.00 | % | | $ | 393 | |
HMNF | | HMN Financial, Inc. | | MN | | | 7.95 | % | | | 19.33 | % | | | 5.32 | % | | | 3.90 | % | | | 33.80 | % | | | 11.77 | % | | | 2.34 | % | | | 72.99 | % | | $ | 2,880 | |
HVBC | | HV Bancorp, Inc. | | PA | | | 1.41 | % | | | 56.23 | % | | | 1.07 | % | | | 0.67 | % | | | 4.31 | % | | | 19.31 | % | | | 1.04 | % | | | 54.53 | % | | $ | 1,127 | |
IROQ | | IF Bancorp, Inc. | | IL | | | 20.38 | % | | | 18.45 | % | | | 2.14 | % | | | 14.72 | % | | | 20.87 | % | | | 14.98 | % | | | 1.12 | % | | | NA | | | $ | 731 | |
PCSB | | PCSB Financial Corporation | | NY | | | 10.70 | % | | | 15.42 | % | | | 1.00 | % | | | 10.89 | % | | | 34.86 | % | | | 5.70 | % | | | 0.02 | % | | | 71.05 | % | | $ | 0 | |
PVBC | | Provident Bancorp, Inc. | | MA | | | 1.24 | % | | | 3.89 | % | | | 2.66 | % | | | 3.15 | % | | | 23.25 | % | | | 57.32 | % | | | 0.47 | % | | | 56.82 | % | | $ | 0 | |
PBIP | | Prudential Bancorp, Inc. | | PA | | | 19.91 | % | | | 19.03 | % | | | 14.17 | % | | | 2.54 | % | | | 11.43 | % | | | 1.55 | % | | | 0.05 | % | | | 59.66 | % | | $ | 0 | |
RNDB | | Randolph Bancorp, Inc. | | MA | | | 6.49 | % | | | 54.72 | % | | | 4.44 | % | | | 1.77 | % | | | 14.71 | % | | | 2.83 | % | | | 1.62 | % | | | 80.37 | % | | $ | 10,944 | |
SVBI | | Severn Bancorp, Inc. | | MD | | | 6.56 | % | | | 27.80 | % | | | 10.78 | % | | | 1.89 | % | | | 23.59 | % | | | 8.27 | % | | | 0.20 | % | | | NA | | | $ | 980 | |
| Source: | S&P Global Market Intelligence and RP® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information. |
Copyright (c) 2021 by RP® Financial, LC.
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.12 |
Peer Group, the Company’s loan portfolio composition reflected a significantly lower combined concentration of 1-4 family permanent mortgage loans and mortgage-backed securities (0.97% of assets versus 37.85% for the Peer Group), as the Peer Group maintained significantly higher concentrations of 1-4 family loans and mortgage-backed securities. Loan servicing intangibles constituted a more significant balance sheet item for the Peer Group, equal to an average of $1.8 million for the Peer Group compared to a zero balance for the Company.
Diversification into higher risk and higher yielding types of lending was more significant for the Company. The Company’s loan portfolio composition reflected higher concentrations of construction/land loans (56.37% of assets versus 4.82% of assets for the Peer Group) and multi-family loans (9.35% of assets versus 5.12% of assets for the Peer Group). Comparatively, the Peer Group maintained higher concentrations of commercial real estate loans (19.18% of assets versus 9.42% of assets for the Company), commercial business loans (14.08% of assets versus 9.36% of assets for the Company) and consumer loans (1.42% of assets versus 0.00% of assets for the Company). In total, construction/land, commercial real estate, multi-family, commercial business and consumer loans comprised 84.51% and 44.62% of the Company’s and the Peer Group’s assets, respectively. Overall, the Company’s asset composition provided for a higher risk weighted assets-to-assets ratio of 108.64% compared to 66.47% for the Peer Group.
Interest Rate Risk
Table 3.5 reflects various key ratios highlighting the relative interest rate risk exposure of the Company versus the Peer Group. In terms of balance sheet composition, NorthEast Community Bancorp’s interest rate risk characteristics implied a lower degree of interest rate risk exposure relative to the comparable measures for the Peer Group. In particular, the Company’s tangible equity-to-assets ratio and IEA/IBL ratio were above the respective Peer Group ratios. At the same time, the Company’s higher ratio of non-interest earning assets as a percent of assets implied a slightly greater degree of balance sheet interest rate risk exposure for the Company. On a pro forma basis, the infusion of stock proceeds should serve to strengthen the Company’s balance sheet interest rate risk characteristics, given the increases that will be realized in Company’s tangible equity-to-assets and IEA/IBL ratios.
To analyze interest rate risk associated with the net interest margin, we reviewed quarterly changes in net interest income as a percent of average assets for NorthEast Community Bancorp and the Peer Group. In general, the comparative fluctuations in the
RP® Financial, LC. | Peer Group Analysis |
| Page III.13 |
Table 3.5
Interest Rate Risk Measures and Net Interest Income Volatility
Comparable Institution Analysis
As of September 30, 2020 or the Most Recent Date Available.
| | | | | | Balance Sheet Measures | | | | | | | | | | | | | | | | | | | |
| | | | | | Tangible | | | | | | Non-Earn. | | | Quarterly Change in Net Interest Income | |
| | | | | | Equity/ | | | IEA/ | | | Assets/ | | | | | | | | | | | | | | | | | | | |
| | | | Assets | | | IBL | | | Assets | | | 9/30/2020 | | | 6/30/2020 | | | 3/31/2020 | | | 12/31/2019 | | | 9/30/2019 | | | 6/30/2019 | |
| | | | | | (%) | | | (%) | | | (%) | | | (change in net interest income is annualized in basis points) | |
NorthEast Community Bancorp, Inc. | | NY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2020 | | | | | 15.8 | % | | | 113.5 | % | | | 6.2 | % | | | 14 | | | | -9 | | | | 49 | | | | -28 | | | | -31 | | | | -24 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Non-MHC Public Thrifts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Average | | | | | 11.9 | % | | | 135.4 | % | | | 7.2 | % | | | -15 | | | | -3 | | | | -5 | | | | -3 | | | | -5 | | | | -3 | |
Median | | | | | 10.5 | % | | | 132.9 | % | | | 7.2 | % | | | -10 | | | | -4 | | | | -5 | | | | -2 | | | | -4 | | | | -6 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Average | | | | | 11.2 | % | | | 109.6 | % | | | 4.8 | % | | | -6 | | | | -9 | | | | -2 | | | | -5 | | | | -4 | | | | -1 | |
Median | | | | | 11.3 | % | | | 110.2 | % | | | 4.9 | % | | | -5 | | | | -13 | | | | -3 | | | | -5 | | | | -1 | | | | -4 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ESBK | | Elmira Savings Bank | | NY | | | 7.1 | % | | | 102.5 | % | | | 7.5 | % | | | -30 | | | | -30 | | | | 15 | | | | 8 | | | | -7 | | | | -10 | |
ESSA | | ESSA Bancorp, Inc. | | PA | | | 9.3 | % | | | 107.0 | % | | | 5.3 | % | | | 10 | | | | -14 | | | | -8 | | | | 4 | | | | 2 | | | | 5 | |
HMNF | | HMN Financial, Inc. | | MN | | | 11.2 | % | | | 110.5 | % | | | 2.8 | % | | | -11 | | | | -18 | | | | -4 | | | | -20 | | | | -35 | | | | 27 | |
HVBC | | HV Bancorp, Inc. | | PA | | | 7.3 | % | | | 104.3 | % | | | 4.8 | % | | | -11 | | | | 23 | | | | 5 | | | | NA | | | | NA | | | | -2 | |
IROQ | | IF Bancorp, Inc. | | IL | | | 11.5 | % | | | 110.9 | % | | | 3.2 | % | | | -2 | | | | 1 | | | | 11 | | | | -12 | | | | 10 | | | | -10 | |
PCSB | | PCSB Financial Corporation | | NY | | | 14.9 | % | | | 114.8 | % | | | 4.2 | % | | | -3 | | | | -17 | | | | -3 | | | | -9 | | | | 7 | | | | 1 | |
PVBC | | Provident Bancorp, Inc. | | MA | | | 16.0 | % | | | 114.3 | % | | | 4.9 | % | | | 5 | | | | -13 | | | | -13 | | | | 2 | | | | -6 | | | | 11 | |
PBIP | | Prudential Bancorp, Inc. | | PA | | | 10.0 | % | | | 110.0 | % | | | 4.9 | % | | | 4 | | | | -7 | | | | -15 | | | | -4 | | | | -8 | | | | -10 | |
RNDB | | Randolph Bancorp, Inc. | | MA | | | 13.1 | % | | | 112.6 | % | | | 5.8 | % | | | -7 | | | | -5 | | | | 3 | | | | -9 | | | | 3 | | | | -12 | |
SVBI | | Severn Bancorp, Inc. | | MD | | | 11.4 | % | | | 108.8 | % | | | 4.5 | % | | | -12 | | | | -15 | | | | -14 | | | | -5 | | | | -1 | | | | -6 | |
NA=Change is greater than 100 basis points during the quarter.
Source: | S&P Global Market Intelligence and RP® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information. |
Copyright (c) 2021 by RP® Financial, LC.
RP® Financial, LC. | PEER GROUP ANALYSIS |
| III.14 |
Company’s and the Peer Group’s net interest income ratios implied that a greater degree of interest rate risk was associated with the Company’s net interest margin, based on the interest rate environment that prevailed during the period covered in Table 3.5. The stability of the Company’s net interest margin should be enhanced by the infusion of stock proceeds, as interest rate sensitive liabilities will be funding a lower portion of NorthEast Community Bancorp’s assets and the proceeds will be substantially deployed into interest-earning assets.
Credit Risk
Overall, based on a comparison of credit risk measures, the Company’s implied credit risk exposure was viewed to be slightly less than the Peer Group’s implied credit risk exposure. As shown in Table 3.6, the Company’s ratios for non-performing/assets and non-performing loans/loans equaled 0.58% and 0.43%, respectively, versus comparable measures of 0.97% and 1.26% for the Peer Group. These ratios include accruing loans that are classified as troubled debt restructurings, which equaled a zero balance for the Company. The Company’s and Peer Group’s loss reserves as a percent of non-performing loans equaled 142.44% and 155.60%, respectively. Loss reserves maintained as percent of loans receivable equaled 0.62% for the Company, versus 1.14% for the Peer Group. Net loan charge-offs were a similar factor for the Peer Group and the Company, as net loan charge-offs for the Peer Group equaled 0.05% of loans compared to 0.04% of loans for the Company.
Summary
Based on the above analysis, RP Financial concluded that the Peer Group forms a reasonable basis for determining the pro forma market value of the Company. Such general characteristics as asset size, capital position, interest-earning asset composition, funding composition, core earnings measures, loan composition, credit quality and exposure to interest rate risk all tend to support the reasonability of the Peer Group from a financial standpoint. Those areas where differences exist will be addressed in the form of valuation adjustments to the extent necessary.
RP® Financial, LC. | Peer Group Analysis |
| Page III.15 |
Table 3.6
Credit Risk Measures and Related Information
Comparable Institution Analysis
As of September 30, 2020
| | | | | | | | | NPAs & | | | | | | | | | | | | Rsrves/ | | | | | | | |
| | | | | | REO/ | | | 90+Del/ | | | NPLs/ | | | Rsrves/ | | | Rsrves/ | | | NPAs & | | | Net Loan | | | NLCs/ | |
| | | | Assets | | | Assets (1) | | | Loans (2) | | | Loans HFI | | | NPLs (2) | | | 90+Del (1) | | | Chargeoffs (3) | | | Loans | |
| | | | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | ($000) | | | (%) | |
NorthEast Community Bancorp, Inc. | | NY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2020 | | | | | 0.21 | % | | | 0.58 | % | | | 0.43 | % | | | 0.62 | % | | | 142.44 | % | | | 91.38 | % | | $ | 337 | | | | 0.04 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Non-MHC Public Thrifts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | 0.04 | % | | | 0.69 | % | | | 0.55 | % | | | 0.91 | % | | | 1.16 | % | | | 182.20 | % | | | 158.17 | % | | $ | 2,583 | |
Medians | | | | | 0.01 | % | | | 0.55 | % | | | 0.38 | % | | | 0.72 | % | | | 1.20 | % | | | 125.41 | % | | | 126.86 | % | | $ | 268 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | | | 0.03 | % | | | 0.97 | % | | | 1.26 | % | | | 1.14 | % | | | 155.60 | % | | | 131.46 | % | | $ | 306 | | | | 0.05 | % |
Medians | | | | | 0.02 | % | | | 0.96 | % | | | 1.45 | % | | | 1.27 | % | | | 75.17 | % | | | 75.17 | % | | $ | 342 | | | | 0.05 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ESBK | | Elmira Savings Bank | | NY | | | 0.04 | % | | | 0.84 | % | | | 1.04 | % | | | 1.06 | % | | | 99.61 | % | | | 95.12 | % | | $ | 416 | | | | 0.08 | % |
ESSA | | ESSA Bancorp, Inc. | | PA | | | 0.01 | % | | | 1.41 | % | | | 1.85 | % | | | 1.07 | % | | | 58.13 | % | | | 57.55 | % | | $ | 505 | | | | 0.04 | % |
HMNF | | HMN Financial, Inc. | | MN | | | 0.05 | % | | | 0.33 | % | | | 0.38 | % | | | 1.40 | % | | | 369.17 | % | | | 318.16 | % | | $ | 447 | | | | 0.07 | % |
HVBC | | HV Bancorp, Inc. | | PA | | | 0.00 | % | | | 0.45 | % | | | 0.54 | % | | | 0.60 | % | | | 84.54 | % | | | 84.54 | % | | $ | 448 | | | | 0.14 | % |
IROQ | | IF Bancorp, Inc. | | IL | | | 0.06 | % | | | 0.24 | % | | | 0.23 | % | | | 1.24 | % | | | 537.69 | % | | | 369.45 | % | | $ | 268 | | | | 0.05 | % |
PCSB | | PCSB Financial Corporation | | NY | | | 0.00 | % | | | 0.33 | % | | | 0.46 | % | | | 0.71 | % | | | 154.58 | % | | | 146.56 | % | | $ | 159 | | | | 0.01 | % |
PVBC | | Provident Bancorp, Inc. | | MA | | | 0.00 | % | | | 1.81 | % | | | 1.99 | % | | | 1.31 | % | | | 65.80 | % | | | 65.80 | % | | $ | 1,057 | | | | 0.09 | % |
PBIP | | Prudential Bancorp, Inc. | | PA | | | 0.00 | % | | | 1.07 | % | | | 2.19 | % | | | 1.39 | % | | | 63.69 | % | | | 63.69 | % | | $ | 115 | | | | 0.02 | % |
RNDB | | Randolph Bancorp, Inc. | | MA | | | 0.02 | % | | | 1.68 | % | | | 1.94 | % | | | 1.34 | % | | | 58.62 | % | | | 54.01 | % | | $ | 38 | | | | 0.01 | % |
SVBI | | Severn Bancorp, Inc. | | MD | | | 0.11 | % | | | 1.55 | % | | | 1.98 | % | | | 1.31 | % | | | 64.15 | % | | | 59.67 | % | | -$ | 394 | | | | -0.06 | % |
(1) | NPAs are defined as nonaccrual loans, accruing loans 90 days or more past due, performing TDRs, and OREO. |
(2) | NPLs are defined as nonaccrual loans, accruing loans 90 days or more past due and performing TDRs. |
(3) | Net loan chargeoffs are shown on a last twelve month basis. |
Source: | S&P Global Market Intelligence and RP® Financial, LC. calculations. The information provided in this table has been obrained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information. |
Copyright (c) 2021 by RP® Financial, LC.
RP® Financial, LC. | VALUATION ANALYSIS IV.1 |
IV. VALUATION ANALYSIS
Introduction
This chapter presents the valuation analysis and methodology, prepared pursuant to the regulatory valuation guidelines, and valuation adjustments and assumptions used to determine the estimated pro forma market value of the common stock to be issued in conjunction with the Company’s conversion transaction.
Appraisal Guidelines
The federal regulatory appraisal guidelines required by the FRB, the OCC, the FDIC and state banking agencies specify the pro forma market value methodology for estimating the pro forma market value of a converting thrift. Pursuant to this methodology: (1) a peer group of comparable publicly-traded institutions is selected; (2) a financial and operational comparison of the subject company to the peer group is conducted to discern key differences; and (3) a valuation analysis in which the pro forma market value of the subject company is determined based on the market pricing of the peer group as of the date of valuation, incorporating valuation adjustments for key differences. In addition, the pricing characteristics of recent conversions, both at conversion and in the aftermarket, must be considered.
RP Financial Approach to the Valuation
The valuation analysis herein complies with such regulatory approval guidelines. Accordingly, the valuation incorporates a detailed analysis based on the Peer Group, discussed in Chapter III, which constitutes “fundamental analysis” techniques. Additionally, the valuation incorporates a “technical analysis” of recently completed stock conversions, particularly second-step conversions, including closing pricing and aftermarket trading of such offerings. It should be noted that these valuation analyses cannot possibly fully account for all the market forces which impact trading activity and pricing characteristics of a particular stock on a given day.
The pro forma market value determined herein is a preliminary value for the Company’s to-be-issued stock. Throughout the conversion process, RP Financial will: (1) review changes in NorthEast Community Bancorp’s operations and financial condition; (2) monitor NorthEast Community Bancorp’s operations and financial condition relative to the Peer Group to identify any fundamental changes; (3) monitor the external factors affecting value including, but not
RP® Financial, LC. | VALUATION ANALYSIS IV.2 |
limited to, local and national economic conditions, interest rates, and the stock market environment, including the market for thrift stocks and NECB’s stock specifically; and (4) monitor pending conversion offerings, particularly second-step conversions, (including those in the offering phase), both regionally and nationally. If during the second-conversion process material changes occur, RP Financial will determine if updated valuation reports should be prepared to reflect such changes and their related impact on value, if any. RP Financial will also prepare a final valuation update at the closing of the offering to determine if the prepared valuation analysis and resulting range of value continues to be appropriate.
The appraised value determined herein is based on the current market and operating environment for the Company and for all thrifts. Subsequent changes in the local and national economy, the legislative and regulatory environment, the stock market, interest rates, and other external forces (such as natural disasters or major world events), which may occur from time to time (often with great unpredictability) may materially impact the market value of all thrift stocks, including NorthEast Community Bancorp’s value or NorthEast Community Bancorp’s value alone. To the extent a change in factors impacting the Company’s value can be reasonably anticipated and/or quantified, RP Financial has incorporated the estimated impact into the analysis.
Valuation Analysis
A fundamental analysis discussing similarities and differences relative to the Peer Group was presented in Chapter III. The following sections summarize the key differences between the Company and the Peer Group and how those differences affect the pro forma valuation. Emphasis is placed on the specific strengths and weaknesses of the Company relative to the Peer Group in such key areas as financial condition, profitability, growth and viability of earnings, asset growth, primary market area, dividends, liquidity of the shares, marketing of the issue, management and the effect of government regulations and/or regulatory reform. We have also considered the market for thrift stocks, in particular new issues, to assess the impact on value of the Company coming to market at this time.
The financial condition of an institution is an important determinant in pro forma market value because investors typically look to such factors as liquidity, capital, asset composition and
RP® Financial, LC. | VALUATION ANALYSIS IV.3 |
quality and funding sources in assessing investment attractiveness. The similarities and differences in the Company’s and the Peer Group’s financial strengths are noted as follows:
| § | Overall A/L Composition. In comparison to the Peer Group, the Company’s interest-earning asset composition showed a higher concentration of loans and a lower concentration of cash and investments. Diversification into higher risk and higher yielding types of loans was more significant for the Company, while the Peer Group maintained a significantly higher concentration of 1-4 family loans. Overall, in comparison to the Peer Group, the Company’s interest-earning asset composition provided for higher yield earned on interest-earning assets with a higher risk weighted assets-to-assets ratio. NorthEast Community Bancorp’s funding composition reflected a slightly higher level of deposits and a lower level of borrowings relative to the comparable Peer Group measures, which translated into a higher cost of funds for the Company. Overall, as a percent of assets, the Company maintained lower levels of interest-earning assets and interest-bearing liabilities compared to the Peer Group’s ratios, which resulted in a higher IEA/IBL ratio for the Company. After factoring in the impact of the net stock proceeds, the Company’s IEA/IBL ratio should further exceed the Peer Group’s IEA/IBL ratio. On balance, RP Financial concluded that asset/liability composition was a slightly positive factor in our adjustment for financial condition. |
| § | Credit Quality. The Company’s ratios for non-performing assets as a percent of assets and non-performing loans as a percent of loans were lower than the comparable ratios for the Peer Group. In comparison to the Peer Group, the Company maintained lower loss reserves as a percent of non-performing loans and as a percent of loans. Net loan charge-offs as a percent of loans were similar for the Company and the Peer Group. The Company’s risk weighted assets-to-assets ratio was higher than the Peer Group’s ratio. Overall, RP Financial concluded that credit quality was a neutral factor in our adjustment for financial condition. |
| § | Balance Sheet Liquidity. The Company operated with a lower level of cash and investment securities relative to the Peer Group (9.15% of assets versus 21.48% for the Peer Group). Following the infusion of stock proceeds, the Company’s cash and investments ratio is expected to increase as the net proceeds realized from the second-step offering will be initially deployed into cash and investments. The Company was viewed as having slightly greater future borrowing capacity relative to the Peer Group, based on the higher level of borrowings currently funding the Peer Group’s assets. Overall, RP Financial concluded that balance sheet liquidity was a neutral factor in our adjustment for financial condition. |
| § | Funding Liabilities. The Company’s interest-bearing funding composition reflected a slightly higher concentration of deposits and a lower concentration of borrowings relative to the comparable Peer Group ratios, which translated into a higher cost of funds for the Company. Total interest-bearing liabilities as a percent of assets were lower for the Company. Following the stock offering, the increase in the Company’s capital position will reduce the level of interest-bearing liabilities funding the Company’s assets. Overall, RP Financial concluded that funding liabilities was a neutral factor in our adjustment for financial condition. |
| § | Capital. The Company currently operates with a higher tangible equity-to-assets ratio than the Peer Group. Following the stock offering, NorthEast Community Bancorp’s pro forma tangible capital position will significantly exceed the Peer |
RP® Financial, LC. | VALUATION ANALYSIS IV.4 |
| | Group's tangible equity-to-assets ratio. The increase in the Company's pro forma capital position will result in greater leverage potential and reduce the level of interest-bearing liabilities utilized to fund assets. At the same time, the Company’s more significant capital surplus will likely result in a lower ROE. On balance, RP Financial concluded that capital strength was a slightly positive factor in our adjustment for financial condition. |
On balance, NorthEast Community Bancorp’s balance sheet strength was considered to be more favorable relative to the Peer Group’s balance sheet strength and, thus, a slight upward adjustment was applied for the Company’s financial condition.
| 2. | Profitability, Growth and Viability of Earnings |
Earnings are a key factor in determining pro forma market value, as the level and risk characteristics of an institution’s earnings stream and the prospects and ability to generate future earnings heavily influence the multiple that the investment community will pay for earnings. The major factors considered in the valuation are described below.
| § | Reported Earnings. The Company’s reported earnings were higher than the Peer Group’s on a ROAA basis (1.31% of average assets versus 0.91% for the Peer Group). The Company maintained earnings advantages with respect to a higher net interest income ratio and lower ratios for operating expenses, loan loss provisions and effective tax rate, while the Peer Group maintained an earnings advantage with respect to a higher non-interest operating income ratio. Reinvestment of stock proceeds into interest-earning assets will serve to increase the Company’s earnings, with the benefit of reinvesting proceeds expected to be somewhat offset by implementation of additional stock benefit plans in connection with the second-step offering. Overall, the Company’s pro forma reported earnings were considered to be slightly more favorable than the Peer Group’s reported earnings and, thus, RP Financial concluded that this was a slightly positive factor in our adjustment for profitability, growth and viability of earnings. |
| § | Core Earnings. Net interest income, operating expenses, non-interest operating income and loan loss provisions were reviewed in assessing the relative strengths and weaknesses of the Company’s and the Peer Group’s core earnings. The Company maintained a higher net interest income ratio, a lower operating expense ratio and a lower level of non-interest operating income. The Company’s more favorable net interest income and operating expense ratios translated into a higher expense coverage ratio in comparison to the Peer Group’s ratio (equal to 1.55x versus 0.92x for the Peer Group). Likewise, the Company’s efficiency ratio of 60.82% was more favorable than the Peer Group’s efficiency ratio of 68.76%. Loan loss provisions had a more significant impact on the Peer Group’s earnings. After adjusting for non-operating losses and gains, the Company’s ROAA ratio remained above the comparable Peer Group ratio. Overall, these measures, as well as the expected earnings benefits the Company should realize from the redeployment of stock proceeds into interest-earning assets and leveraging of post-conversion capital, which will be somewhat negated by expenses associated with the stock |
RP® Financial, LC. | VALUATION ANALYSIS IV.5 |
| | benefit plans, indicate that the Company’s pro forma core earnings will remain slightly more favorable than the Peer Group’s core earnings. Therefore, RP Financial concluded that this was a slightly positive factor in our adjustment for profitability, growth and viability of earnings. |
| § | Interest Rate Risk. Quarterly changes in the Company’s and the Peer Group's net interest income to average assets ratios indicated a greater degree of volatility was associated with the Company’s net interest margin. Other measures of interest rate risk, such as capital, IEA/IBL and non-interest earning asset ratios were more favorable for the Company, with the exception of the Company’s higher ratio of non-interest earning assets. On a pro forma basis, the infusion of stock proceeds can be expected to provide the Company with higher equity-to-assets and IEA/ILB ratios and perhaps provide greater stability in the quarterly net interest margin. On balance, RP Financial concluded that interest rate risk was a neutral factor in our adjustment for profitability, growth and viability of earnings. |
| § | Credit Risk. Loan loss provisions were a less significant factor in the Company’s earnings (0.09% of average assets versus 0.23% of average assets for the Peer Group). In terms of future exposure to credit quality related losses, lending diversification into higher risk types of loans was more significant for the Company Group. The Company’s credit quality measures generally implied a similar degree of credit risk exposure relative to the comparable credit quality measures indicated for the Peer Group. Overall, RP Financial concluded that credit risk was a neutral factor in our adjustment for profitability, growth and viability of earnings. |
| § | Earnings Growth Potential. Several factors were considered in assessing earnings growth potential. First, the Company maintained a higher interest rate spread than the Peer Group, which would tend to facilitate continuation of a higher net interest margin for the Company going forward based on the current prevailing interest rate environment. The reinvestment of the net proceeds will add to net interest income, but the initial reinvestment yields are expected to reduce the overall spread. Second, the infusion of stock proceeds will provide the Company with greater growth potential through leverage than currently maintained by the Peer Group. Third, the Peer Group’s higher ratio of non-interest operating income and the Company’s lower operating expense ratio were viewed as respective advantages to sustain earnings growth during periods when net interest margins come under pressure as the result of adverse changes in interest rates. Overall, earnings growth potential was considered to be a slightly positive factor in our adjustment for profitability, growth and viability of earnings. |
| § | Return on Equity. Currently, the Company’s core ROE is slightly higher than the Peer Group’s core ROE. As the result of the increase in capital that will be realized from the infusion of net stock proceeds into the Company’s equity, the Company’s pro forma return equity on a core earnings basis will be more comparable or slightly lower than the Peer Group’s core ROE. Accordingly, this was a neutral factor in the adjustment for profitability, growth and viability of earnings. |
On balance, NorthEast Community Bancorp’s pro forma earnings strength was considered to be more favorable than the Peer Group’s earnings strength and, thus, a slight upward adjustment was applied for profitability, growth and viability of earnings.
RP® Financial, LC. | VALUATION ANALYSIS IV.6 |
Comparative annual asset growth rates for the Company and the Peer Group showed respective increases of 1.37% and 15.01. The Company’s asset growth was realized through a 9.55% increase in loans, which was partially funded by a 40.26% decrease in cash and investments. Comparatively, asset growth for the Peer Group consisted of a 36.91% increase in cash and investments and a 12.66% increase in loans. On a pro forma basis, the Company’s tangible equity-to-assets ratio will further exceed the Peer Group's tangible equity-to-assets ratio, indicating greater leverage capacity for the Company. On balance, no adjustment was applied for asset growth.
The general condition of an institution’s market area has an impact on value, as future success is in part dependent upon opportunities for profitable activities in the local market served. NorthEast maintains branch offices in the New York and Boston metropolitan areas. Operating in a densely populated market area provides the Company with growth opportunities, but such growth must be achieved in a highly competitive market environment. The Company competes against significantly larger institutions that provide a larger array of services and have significantly larger branch networks than maintained by NorthEast Community Bancorp.
The Peer Group companies generally operate in markets with smaller populations compared to Westchester County. Population growth for the primary market area counties served by the Peer Group companies reflected a range of growth rates, but, overall, population growth rates in the markets served by the Peer Group companies were stronger compared to Westchester County’s recent historical and projected population growth rates. Westchester County has a higher per capita income compared to the Peer Group’s average per capita income and, on average, the Peer Group’s primary market area counties were less affluent markets within their respective states compared to Westchester County’s per capita income as a percent of New York’s per capita income (112.6% for the Peer Group versus 163.7% for Westchester County). The average and median deposit market shares maintained by the Peer Group companies were significantly higher than the Company’s market share of deposits in Westchester County. Overall, the degree of competition faced by the Peer Group companies was viewed as less than the Company’s competitive environment in Westchester County, while the growth potential in the markets served by the Peer Group companies was for the most part viewed to be comparable to the growth potential provided by the Company’s primary market
RP® Financial, LC. | VALUATION ANALYSIS IV.7 |
area. Summary demographic and deposit market share data for the Company and the Peer Group companies is provided in Exhibit III-4. As shown in Table 4.1, the average unemployment rate for the primary market area counties served by the Peer Group companies was slightly higher than the unemployment rate reflected for Westchester County. On balance, we concluded that no adjustment was appropriate for the Company’s market area.
Table 4.1
Market Area Unemployment Rates
NorthEast Community Bancorp, Inc. and the Peer Group Companies(1)
| | | | December 2020 | |
| | County | | Unemployment | |
NorthEast Community Bancorp, Inc. - NY | | Westchester | | | 6.0 | % |
| | | | | | |
Peer Group Average | | | | | 6.3 | % |
| | | | | | |
Prudential Bancorp, Inc. – PA | | Philadelphia | | | 9.3 | |
Elmira Savings Bank - NY | | Chemung | | | 6.7 | |
HMN Financial, Inc. – MN | | Olmstead | | | 3.8 | |
ESSA Bancorp, Inc. – PA | | Monroe | | | 7.8 | |
HV Bancorp, Inc. - PA | | Bucks | | | 5.3 | |
IF Bancorp, Inc. – IL | | Iroquois | | | 4.7 | |
Randolph Bancorp, Inc. - MA | | Norfolk | | | 6.4 | |
Severn Bancorp, Inc. - MD | | Anne Arundel | | | 4.9 | |
PCSB Financial Corporation - NY | | Westchester | | | 6.0 | |
Provident Bancorp, Inc. – MA | | Essex | | | 7.7 | |
(1) Unemployment rates are not seasonally adjusted.
Source: S&P Global Market Intelligence.
NorthEast Community Bancorp has indicated its intention to continue to pay cash dividends following the second-step conversion. Initially, the Company expects to pay quarterly dividends of $0.06 per share or $0.24 per share annually, which equals a yield of 2.4% based on a price of $10.00 per share. The initial dividend and future declarations of dividends by the Board of Directors will depend upon a number of factors, including investment opportunities, growth objectives, financial condition, profitability, tax considerations, minimum capital requirements, regulatory limitations, stock market characteristics and general economic conditions.
RP® Financial, LC. | VALUATION ANALYSIS IV.8 |
Seven out of the ten Peer Group companies pay regular cash dividends, with implied dividend yields ranging from 1.02% to 4.90%. The average dividend yield on the stocks of the Peer Group institutions was 1.55% as of February 5, 2021. Comparatively, as of February 5, 2021, the average dividend yield on the stocks of all fully-converted publicly-traded thrifts equaled 2.36%.
Overall, following the second-step conversion, the Company’s capacity to pay dividends is viewed to be comparable to the Peer Group’s capacity to pay dividends based on pro forma earnings and capitalization. On balance, we concluded that no adjustment was warranted for this factor.
| 6. | Liquidity of the Shares |
The Peer Group is by definition composed of companies that are traded in the public markets. All of the Peer Group companies trade on NASDAQ. Typically, the number of shares outstanding and market capitalization provides an indication of how much liquidity there will be in a particular stock. The market capitalization of the Peer Group companies ranged from $33.8 million to $241.4 million as of February 5, 2021, with average and median market values of $115.6 million and $100.7 million, respectively. The shares issued and outstanding of the Peer Group companies ranged from 2.0 million to 18.1 million, with average and median shares outstanding equal to 8.3 million and 6.6 million, respectively. The Company’s second-step stock offering is expected to provide for a pro forma market value that will be in the upper half of the Peer Group’s range of market values and pro forma shares outstanding that will be at the high end or exceed the Peer Group’s range of shares outstanding. Following the second-step conversion, the Company’s stock will be traded on the NASDAQ Capital Market. Overall, we anticipate that the Company’s stock will have a fairly comparable trading market as the Peer Group companies on average and, therefore, concluded no adjustment was necessary for this factor.
We believe that four separate markets exist for thrift stocks, including those coming to market such as NorthEast Community Bancorp: (A) the after-market for public companies, in which trading activity is regular and investment decisions are made based upon financial condition, earnings, capital, ROE, dividends and future prospects; (B) the new issue market in which converting thrifts are evaluated on the basis of the same factors, but on a pro forma basis
RP® Financial, LC. | VALUATION ANALYSIS IV.9 |
without the benefit of prior operations as a fully-converted company; (C) the acquisition market for thrift and bank franchises based in New York; and (D) the market for the public stock of NECB. All of these markets were considered in the valuation of the Company’s to-be-issued stock.
The value of publicly-traded thrift stocks is easily measurable, and is tracked by most investment houses and related organizations. Exhibit IV-1 provides pricing and financial data on all publicly-traded thrifts. In general, thrift stock values react to market stimuli such as interest rates, inflation, perceived industry health, projected rates of economic growth, regulatory issues and stock market conditions in general. Exhibit IV-2 displays historical stock market trends for various indices and includes historical stock price index values for publicly-traded thrifts and commercial banks. Exhibit IV-3 displays various stock price indices as of February 5, 2021.
In terms of assessing general stock market conditions, the performance of the overall stock market has been mixed in recent quarters. Stocks opened the second quarter of 2020 with a bruising sell-off after President Trump issued a warning on the coronavirus pandemic, which was followed by major U.S. stock indexes surging higher. News that New York recorded its first daily decline in Covid-19 deaths and the Federal Reserve’s commitment to provide an unprecedent level of support for the economy were noted factors that powered the stock market rally. The second week of April concluded with stocks posting their biggest week of gains since 1974. Stocks advanced a second consecutive week going into mid-April, as investors reacted to reports that an antiviral medicine was showing promise and the growing potential for the gradual reopening of the U.S. economy. Energy shares led stocks lower heading into the second half of April, as oil prices plunged below $0 a barrel. Promising news for a coronavirus drug and the Federal Reserve’s statement that it was in no hurry to end stimulus measures contributed to broader stock market gains through the end of April. Overall, April was the best month for stocks in decades, as the Dow Jones Industrial Average (“DJIA”) and S&P 500 posted respective gains of 11% and 13%. Comparatively, the NASDAQ was down 0.3% in April. Following a sell-off at the start of May, the broader stock market trended higher ahead of the April employment report and then rallied sharply higher with the release of the April employment report on May 8th. Stocks fell broadly the first few trading days the following week, as investors reacted to a sharp decline in the April consumer price index and
RP® Financial, LC. | VALUATION ANALYSIS IV.10 |
the Federal Reserve’s grim assessment on how long it would take the U.S. economy to recover. Going into the second half of May, stocks surged higher on positive results reported by a drugmaker’s early study of a potential coronavirus vaccine and optimism that the U.S. economy would start to recover as all 50 states relaxed some of their coronavirus restrictions. Optimism about economies reopening and the potential development of a coronavirus vaccine continued to propel stock market gains in late-May and early-June. Stocks continued to surge higher to close out the first week of trading in June, as investors reacted to a surprisingly strong May employment report. The rebound in the broader stock market continued into the beginning of the second week of June, with the NASDAQ closing at a record high and the S&P 500 moving into positive territory for the year. Stocks closed out the second week of trading in June posting their worst weekly loss since March, as growing fears of a surge in coronavirus infections fueled a stock market route on June 11th. After Federal Reserve officials highlighted the pandemic’s potential to weaken the U.S. economy over the long-term, shares of banks and manufacturers were among the hardest hit stocks in the sell-off. A rebound in May retail sales and the Federal Reserve’s announcement that it would broaden its program to purchase bonds of U.S. companies translated into stocks rallying going into the second half of June, which was followed by a wavering stock market environment through multiple trading sessions as investors weighed a rise in coronavirus infections against signs of the U.S. economy recovering. A record number of new coronavirus cases in some large states fueled a late-June sell-off in the broader stock market, as investors reacted to reinstatement of lockdown measures by some of those states. Growing expectations for additional stimulus from the Federal Reserve contributed to stocks rallying to close out the second quarter, as U.S. stocks wrapped up their best quarter in more than 20 years. For the second quarter of 2020, the DJIA was up 18%, the S&P 500 was up 20% and the NASDAQ was up 31%.
Stocks started out the third quarter of 2020 trading mixed ahead of the release of the June employment report and then rallied higher with the release of the June employment report, which showed the U.S. economy added more jobs than expected. Volatility prevailed in the broader stock market through mid-July, as investors weighed hopes of a Covid-19 vaccine after two companies received “fast track” designations for the development of their coronavirus vaccine candidates against a resurgence in Covid-19 positive cases that was providing for an uneven reopening of the U.S. economy. Stocks retreated heading into the last week of July, as the first weekly increase in new unemployment claims since March raised concerns that mounting coronavirus infections and a renewed wave of mandated lockdowns could slow an
RP® Financial, LC. | VALUATION ANALYSIS IV.11 |
economic recovery. The broader stock market continued to trade unevenly in the final week of July, as investors reacted to mixed second quarter earnings reports by some large companies, a record decline in second quarter GDP and the Federal Reserve’s reiteration that it would continue to support the U.S. economy. Overall, technology stocks were the strongest performing stocks during July, as the NASDAQ closed out July at a new record high. Progress in Congressional negotiations for a new coronavirus relief package and initial weekly unemployment claims falling to their lowest level since the coronavirus hit the U.S. in March fueled stock market gains during the first week of August. The DJIA extended its winning streak to seven sessions on August 10th, as investors assessed the likelihood of another round of stimulus spending and the slowing pace of new coronavirus infections. Led by advances in technology shares, the broader stock market continued to surge higher through the second half of August with the NASDAQ and S&P 500 posting a number of new record highs. Overall, the month of August was the best month for U.S. stocks since April, with stimulus from the U.S. Government, signs of economic revival and progress toward a coronavirus vaccine fueling the gains in the broader stock market. An upbeat report on August manufacturing activity helped to extend the stock market rally into early-September, as the DJIA closed above 29000 for the first time since February. A sell-off in technology stocks led the stock market lower going into the second week of September, as NASDAQ fell into correction territory amid concerns that technology shares had become overvalued. Stocks rebounded heading into mid-September, as technology stocks led the broader stock market higher on large acquisitions announced by Oracle and Nvidia. A decline in oil and gold prices pressured economically sensitive shares lower going in the second half of September, which was followed by a one-day sell-off in technology shares as hopes for additional fiscal stimulus dimmed and investors continued to question the valuation of tech stocks. Stocks regained some lost ground in the final week of the third quarter, which was led by a rebound in economically sensitive shares.
Stocks traded lower at the start of the fourth quarter of 2020, as investors reacted to the September employment report that showed job growth was less than expected. News of President Trump’s improving health propelled stocks higher at the beginning of the second week of October, which was followed by a one-day sell-off caused by a halt in negotiations for a new economic relief package. Stocks rallied higher following the one-day sell-off on revived hopes for a new stimulus deal, as Democratic and White House negotiators resumed negotiations for a coronavirus relief bill. Mixed earnings reports at the start of the third quarter earnings season pressured stocks lower going into mid-October. The sell-off in the broader
RP® Financial, LC. | VALUATION ANALYSIS IV.12 |
stock market sharpened during the second half of October, as a surge in coronavirus cases added to worries about the economic outlook in the absence of a stimulus deal. Better-than-expected economic data for third quarter GDP growth and October manufacturing activity contributed to stocks rallying ahead of the election in early-November. The stock market rallied continued on Election Day and the following day, as Wall Street reacted to election results that indicated a Biden presidency gridlocked by a Republican-controlled Senate. News of promising results for two Covid-19 vaccines bolstered stock markets gains through the end of November, which included the DJIA closing above 30000 for the first time. Overall, for the month of November, the DJIA increased 12%, marking its best month since January 1987, while the NASDAQ and S&P 500 posted respective gains of 12% and 11%. Signs of progress on a stimulus relief package and the effectiveness rates for the forthcoming Covid-19 vaccines helped to sustain the broader stock market rally through the first week of December, with the NASDAQ and S&P 500 closing at new record highs. Stocks retreated going into mid-December, as negotiations over a coronavirus relief package stalled. As Congress neared a deal on a new coronavirus relief package, all three major U.S. stock indexes closed at record highs going into the second half of December. Stocks paused after closing at new record highs, as Covid-19 concerns overshadowed Congress’s approval of a coronavirus relief package. All three major U.S. stock indexes closed at record highs in the final week of 2020, as the rollout of the coronavirus vaccine and passage of a new stimulus package buoyed investors’ sentiment.
A wave of new Covid-19 infections prompted a sell-off in the broader stock at the at the start of 2021, which was followed by stocks rallying higher on expectations that there would be a big boost in government spending under a Democrat-controlled Senate. Stocks fell in mid-January, as initial jobless claims posted their biggest weekly increase since the Covid-19 pandemic hit in March. After all three major U.S. stock indexes closed at record highs going into the second half of January, all three major U.S. stock indexes suffered their sharpest losses in late-January amid concerns about how effectively the Covid-19 vaccine was being distributed. Robust fourth quarter earnings posted by some large-cap stocks and a decline in initial jobless claims for a third straight week contributed to stocks rallying higher in the first week of February. On February 5, 2021, the DJIA closed at 31148.24, an increase of 7.0% from one year ago and an increase of 1.8% year-to-date, and the NASDAQ closed at 13856.30, an increase of 45.5% from one year ago and an increase of 7.5% year-to-date. The S&P 500 Index closed at 3886.83 on February 5, 2021, an increase of 16.8% from one year ago and an increase of 3.5% year-to-date.
RP® Financial, LC. | VALUATION ANALYSIS IV.13 |
The market for thrift stocks has also experienced varied trends in recent quarters. Financial shares pulled back in early-July 2020 amid a dramatic surge in confirmed coronavirus infections in the south and west regions of the U.S., which forced several states to pause or reverse plans to reopen businesses. Growing optimism of a Covid-19 vaccine being developed in the near term contributed to financial shares trading higher along with the broader stock market heading into mid-July, which was followed by a slight pullback in financial shares as big bank second quarter earnings reports warned of a protracted downturn for the U.S. economy. Financial shares traded unevenly throughout the second half of July, in light of uncertainty over the outlook for the U.S. economy and related impact on credit quality. After trading lower the first few trading days of August, financial shares participated in the broader stock market rally going into mid-August. Financial shares diverged from the broader stock market rally in the second half of August and into early-September, as economic uncertainty revolving around the Covid-19 pandemic weighed on the shares of economically sensitive stocks. After trading higher with the release of the better-than-expected employment report for August 2020, thrift stocks retreated in the second week of September. Financial shares edged higher at the conclusion of the Federal Reserve’s mid-September policy meeting, whereby the Federal Reserve pledged to support the economic recovery by setting a higher bar to raise interest rates and by signaling it expected to hold rates near zero for at least three more years. The sell-off in economically sensitive shares going into the second half of September translated into market losses for bank and thrift stocks, which was followed by an uptick in financial shares at the close of the third quarter.
The positive trend in thrift stocks continued through the first two weeks of October 2020, as economically sensitive stocks climbed on hopes for passage of a new coronavirus stimulus bill. Despite better-than-expected third quarter earnings results posted by some big banks at the start of the third quarter earnings season, financial shares traded lower in mid-October. Financial shares rallied going into late-October, as news that weekly initial jobless claims fell by 55,000 pushed the 10-year Treasury yield up to 0.85%. Financial shares sold-off along with the broader stock market during the last week of October, as rising coronavirus cases shook investors’ confidence in the economic recovery. Financial shares also participated in the broader stock market rally during the first two trading days of November and on Election Day, but then diverged from the broader stock market rally the day following the election as investors bet that the election results and a potentially long period of vote counting would delay and potentially reduce another round of stimulus. Amid building hopes that drug-makers were
RP® Financial, LC. | VALUATION ANALYSIS IV.14 |
on the brink of pushing out vaccines effective enough to fight the coronavirus, economically sensitive stocks, such as bank stocks, were among the strongest performing sectors for the balance of November. After trading lower on last day of November, the positive trend in thrift stocks resumed through the first half of December on signs of a progress in negotiations over a coronavirus relief package. Amid a surge in coronavirus infections and the Federal Reserve leaving its benchmark interest rate near zero, thrift shares edged lower going into final week of 2020 and then rebounded in the last week of 2020 after President Trump signed a Covid-19 relief bill.
Thrift shares traded flat at the start of 2021 and then rallied higher in the second week of January on expectations of additional stimulus after Democrats took control of the Senate. Thrift shares reversed course and trended lower in the second half of January on concerns over the lingering economic impact of the coronavirus and related impact on loan demand and credit quality. A decline in coronavirus cases across the U.S. helped thrift shares to rebound in the first week of February. On February 5, 2021, the SNL Thrift Index for all publicly-traded thrifts closed at 851.8, a decrease of 5.2% from one year ago and an increase of 4.3% year-to-date.
In addition to thrift stock market conditions in general, the new issue market for converting thrifts is also an important consideration in determining the Company’s pro forma market value. The new issue market is separate and distinct from the market for seasoned thrift stocks in that the pricing ratios for converting issues are computed on a pro forma basis, specifically: (1) the numerator and denominator are both impacted by the conversion offering amount, unlike existing stock issues in which price change affects only the numerator; and (2) the pro forma pricing ratio incorporates assumptions regarding source and use of proceeds, effective tax rates, stock plan purchases, etc. which impact pro forma financials, whereas pricing for existing issues are based on reported financials. The distinction between pricing of converting and existing issues is perhaps no clearer than in the case of the price/book (“P/B”) ratio in that the P/B ratio of a converting thrift will typically result in a discount to book value whereas in the current market for existing thrifts the P/B ratio may reflect a premium to book value. Therefore, it is appropriate to also consider the market for new issues, both at the time of the conversion and in the aftermarket.
As shown in Table 4.2, two second-step conversion offerings have been
RP® Financial, LC. | |
| Valuation Analysis |
| IV.15 |
Table 4.2
Pricing Characteristics and After-Market Trends
Conversions Completed in Trailing 12 Months
Institutional Information | | Pre-Conversion Data | | | Offering Information | | Contribution to | | Insider Purchases | | | | Pro Forma Data | | | | | Post-IPO Pricing Trends | |
| | | | | | Financial Info. | | | Asset Quality | | | | | | | | | | | Char. Found. | | % Off Incl. Fdn.+Merger Shares | | | | Pricing Ratios(2)(5) | | Financial Charac. | | | | | Closing Price: | |
| | | | | | | | | | | | | | | | | Excluding Foundation | | | | % of | | Benefit Plans | | | | Initial | | | | | | | | | | | | | | | | | | First | | | | | | After | | | | | After | | | | | | | |
| | Conversion | | | | | | | Equity/ | | | NPAs/ | | Res. | | | Gross | | % | | % of | | Exp./ | | | | Public Off. | | | | Recog. | | Stk | | Mgmt.& | | Div. | | | | Core | | | | Core | | | | | Core | | | IPO | | Trading | | | % | | | First | | % | | | First | | % | | Thru | | % | |
Institution | | Date | | Ticker | | Assets | | | Assets | | | Assets | | Cov. | | | Proc. | | Offer | | Mid. | | Proc. | | Form | | Inc. Fdn. | | ESOP | | Plans | | Option | | Dirs. | | Yield | | P/TB | | P/E | | P/A | | ROA | | | TE/A | | ROE | | | Price | | Day | | | Chg | | | Week(3) | | Chg | | | Month(4) | | Chg | | 2/5/2021 | | Chg | |
| | | | | | ($Mil) | | | (%) | | | (%) | | (%) | | | ($Mil.) | | (%) | | (%) | | (%) | | | | (%) | | (%) | | (%) | | (%) | | (%)(1) | | (%) | | (%) | | (x) | | (%) | | (%) | | | (%) | | (%) | | | ($) | | ($) | | | (%) | | | ($) | | (%) | | | ($) | | (%) | | ($) | | (%) | |
Standard Conversions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Eastern Bankshares, Inc., MA* | | 10/15/20 | | EBC-NASDAQ | | $ | 13,997 | | | 12.10 | % | | | 0.04 | % | | 211 | % | | $ | 1,797.1 | | | 100 | % | | 118 | % | | 1.6 | % | S | | 4.0% | | | 8.0 | % | | 4.0 | % | | 10.0 | % | | 0.1 | % | | 0.00 | % | | 65.0 | % | | 22.8 | x | | 12.0 | % | | 0.5 | % | | | 19.0 | % | | 2.5 | % | | $ | 10.00 | | $ | 12.15 | | | | 21.5 | % | | $ | 12.48 | | | 24.8 | % | | $ | 13.62 | | | 36.2 | % | $ | 16.18 | | | 61.8 | % |
Systematic Savings Bank, MO | | 10/14/20 | | SSSB-OTCPink | | $ | 40 | | | 12.64 | % | | | 8.00 | % | | NM | | | $ | 6.0 | | | 100 | % | | 132 | % | | 14.3 | % | N.A. | | N.A. | | | 0.0 | % | | 0.0 | % | | 0.0 | % | | 18.0 | % | | 0.00 | % | | 58.6 | % | | 46.5 | x | | 13.2 | % | | 0.3 | % | | | 22.5 | % | | 1.3 | % | | $ | 10.00 | | $ | 10.00 | | | | 0.0 | % | | $ | 10.00 | | | 0.0 | % | | $ | 10.00 | | | 0.0 | % | $ | 10.00 | | | 0.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Averages - Standard Conversions: | | $ | 7,018 | | | 12.37 | % | | | 4.02 | % | | 211 | % | | $ | 901.5 | | | 100 | % | | 125 | % | | 7.9 | % | N.A. | | N.A. | | | 4.0 | % | | 2.0 | % | | 5.0 | % | | 9.1 | % | | 0.00 | % | | 61.8 | % | | 34.7 | x | | 12.6 | % | | 0.4 | % | | | 20.8 | % | | 1.9 | % | | $ | 10.00 | | $ | 11.08 | | | | 10.8 | % | | $ | 11.24 | | | 12.4 | % | | $ | 11.81 | | | 18.1 | % | $ | 13.09 | | | 30.9 | % |
| | Medians - Standard Conversions: | | $ | 7,018 | | | 12.37 | % | | | 4.02 | % | | 211 | % | | $ | 901.5 | | | 100 | % | | 125 | % | | 7.9 | % | N.A. | | N.A. | | | 4.0 | % | | 2.0 | % | | 5.0 | % | | 9.1 | % | | 0.00 | % | | 61.8 | % | | 34.7 | x | | 12.6 | % | | 0.4 | % | | | 20.8 | % | | 1.9 | % | | $ | 10.00 | | $ | 11.08 | | | | 10.8 | % | | $ | 11.24 | | | 12.4 | % | | $ | 11.81 | | | 18.1 | % | $ | 13.09 | | | 30.9 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Second Step Conversions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Affinity Bancshares, Inc., GA | | 1/21/21 | | AFBI-NASDAQ | | $ | 888 | | | 8.93 | % | | | 0.56 | % | | 154 | % | | $ | 37.0 | | | 54 | % | | 132 | % | | 4.1 | % | N.A. | | N.A. | | | 8.0 | % | | 4.0 | % | | 10.0 | % | | 3.5 | % | | 0.00 | % | | 75.3 | % | | 17.6 | x | | 7.5 | % | | 0.4 | % | | | 10.2 | % | | 3.6 | % | | $ | 10.00 | | $ | 10.85 | | | | 8.5 | % | | $ | 10.75 | | | 7.5 | % | | $ | 10.75 | | | 7.5 | % | $ | 10.75 | | | 7.5 | % |
Generations Bancorp NY, Inc. | | 1/13/21 | | GBNY-NASDAQ | | $ | 368 | | | 8.10 | % | | | 1.08 | % | | 54 | % | | $ | 14.8 | | | 60 | % | | 98 | % | | 8.8 | % | N.A. | | N.A. | | | 8.0 | % | | 4.0 | % | | 10.0 | % | | 3.1 | % | | 0.00 | % | | 61.7 | % | | 15.0 | x | | 6.5 | % | | 0.4 | % | | | 10.5 | % | | 4.0 | % | | $ | 10.00 | | $ | 10.05 | | | | 0.5 | % | | $ | 9.56 | | | -4.4 | % | | $ | 9.74 | | | -2.6 | % | $ | 9.74 | | | -2.6 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Averages - Second Step Conversions: | | $ | 628 | | | 8.52 | % | | | 0.82 | % | | 104 | % | | $ | 25.9 | | | 57 | % | | 115 | % | | 6.5 | % | N.A. | | N.A. | | | 8.0 | % | | 4.0 | % | | 10.0 | % | | 3.3 | % | | 0.00 | % | | 68.5 | % | | 16.3 | x | | 7.0 | % | | 0.4 | % | | | 10.3 | % | | 3.8 | % | | $ | 10.00 | | $ | 10.45 | | | | 4.5 | % | | $ | 10.16 | | | 1.6 | % | | $ | 10.25 | | | 2.5 | % | $ | 10.25 | | | 2.5 | % |
| | Medians - Second Step Conversions: | | $ | 628 | | | 8.52 | % | | | 0.82 | % | | 104 | % | | $ | 25.9 | | | 57 | % | | 115 | % | | 6.5 | % | N.A. | | N.A. | | | 8.0 | % | | 4.0 | % | | 10.0 | % | | 3.3 | % | | 0.00 | % | | 68.5 | % | | 16.3 | x | | 7.0 | % | | 0.4 | % | | | 10.3 | % | | 3.8 | % | | $ | 10.00 | | $ | 10.45 | | | | 4.5 | % | | $ | 10.16 | | | 1.6 | % | | $ | 10.25 | | | 2.5 | % | $ | 10.25 | | | 2.5 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mutual Holding Companies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Averages - All Conversions: | | $ | 3,823 | | | 10.44 | % | | | 2.42 | % | | 139 | % | | $ | 463.7 | | | 78 | % | | 120 | % | | 7.2 | % | N.A. | | N.A. | | | 6.0 | % | | 3.0 | % | | 7.5 | % | | 6.2 | % | | 0.00 | % | | 65.1 | % | | 23.6 | x | | 9.8 | % | | 0.4 | % | | | 15.5 | % | | 2.8 | % | | $ | 10.00 | | $ | 10.76 | | | | 7.6 | % | | $ | 10.70 | | | 7.0 | % | | $ | 11.03 | | | 10.3 | % | $ | 11.67 | | | 16.7 | % |
| | Medians - All Conversions: | | $ | 628 | | | 10.52 | % | | | 4.02 | % | | 154 | % | | $ | 25.9 | | | 80 | % | | 125 | % | | 6.5 | % | N.A. | | N.A. | | | 8.0 | % | | 4.0 | % | | 10.0 | % | | 3.3 | % | | 0.00 | % | | 63.4 | % | | 20.2 | x | | 9.8 | % | | 0.4 | % | | | 14.8 | % | | 3.0 | % | | $ | 10.00 | | $ | 10.45 | | | | 4.5 | % | | $ | 10.38 | | | 3.8 | % | | $ | 10.38 | | | 3.8 | % | $ | 10.38 | | | 3.8 | % |
Note: * - Appraisal performed by RP Financial; BOLD = RP Financial assisted in the business plan preparation, "NT" - Not Traded; "NA" - Not Applicable, Not Available; C/S-Cash/Stock.
(1) As a percent of MHC offering for MHC transactions. | | (5) Mutual holding company pro forma data on full conversion basis. | |
(2) Does not take into account the adoption of SOP 93-6. | | (6) Simultaneously completed acquisition of another financial institution. | |
(3) Latest price if offering is less than one week old. | | (7) Simultaneously converted to a commercial bank charter. | |
(4) Latest price if offering is more than one week but less than one month old. | | (8) Former credit union. | 2/5/2021 |
RP® Financial, LC. | VALUATION ANALYSIS IV. 16 |
completed during the past twelve months. Both of the second-step conversion offerings were completed in January 2021. The average closing pro forma price/tangible book ratio of the two second-step conversion offerings equaled 68.5%. On average, the two second-step conversion offerings reflected price appreciation of 1.6% after the first week of trading. As of February 5, 2021, the two second-step conversion offerings reflected a 2.5% increase in price on average from their IPO prices.
C. The Acquisition Market
Also considered in the valuation was the potential impact on NorthEast Community Bancorp’s stock price of recently completed and pending acquisitions of other thrift and bank institutions operating in New York. As shown in Exhibit IV-4, there were 19 acquisitions of New York based bank and savings institutions completed from the beginning of 2017 through February 5, 2021 and there are currently two acquisitions pending for a New York based bank or savings institution. The recent acquisition activity involving New York bank and savings institutions may imply a certain degree of acquisition speculation for the Company’s stock. To the extent that acquisition speculation may impact the Company’s offering, we have largely taken this into account in selecting companies for the Peer Group that could be subject to the same type of acquisition speculation that may influence NorthEast Community Bancorp’s stock. However, since converting thrifts are subject to a three-year regulatory moratorium from being acquired, acquisition speculation in NorthEast Community Bancorp’s stock would tend to be less compared to the stocks of the Peer Group companies.
D. Trading in NECB’s Stock
Since NECB’s minority stock currently trades under the symbol “NECB” on the OTC Pink Sheets, RP Financial also considered the recent trading activity in the valuation analysis. NECB had a total of 12,194,611 shares issued and outstanding at December 31, 2020, of which 4,920,861 shares were held by public shareholders and traded as public securities. The Company’s stock has had a 52 week trading range of $6.80 to $14.30 per share and its closing price on February 5, 2020 was $14.30 per share. There are significant differences between the Company’s minority stock (currently being traded) and the conversion stock that will be issued by the Company. Such differences include different liquidity characteristics, a different return on equity for the conversion stock and the stock is currently traded based on its MHC ownership structure. Since the pro forma impact has not been publicly
RP® Financial, LC. | VALUATION ANALYSIS IV. 17 |
disseminated to date, it is appropriate to discount the current trading level. As the pro forma impact is made known publicly, the trading level will become more informative.
* * * * * * * * * * *
In determining our valuation adjustment for marketing of the issue, we considered trends in both the overall thrift market, the new issue market including the new issue market for second-step conversions, the acquisition market and recent trading activity in the Company’s minority stock. Taking these factors and trends into account, RP Financial concluded that no adjustment was appropriate in the valuation analysis for purposes of marketing of the issue.
8. Management
The Company’s management team appears to have experience and expertise in all of the key areas of the Company’s operations. Exhibit IV-5 provides summary resumes of the Company’s Board of Directors and senior management. The financial characteristics of the Company suggest that the Board and senior management have been effective in implementing an operating strategy that can be well managed by the Company’s present organizational structure. The Company currently does not have any senior management positions that are vacant.
Similarly, the returns, equity positions and other operating measures of the Peer Group companies are indicative of well-managed financial institutions, which have Boards and management teams that have been effective in implementing competitive operating strategies. Therefore, on balance, we concluded no valuation adjustment relative to the Peer Group was appropriate for this factor.
9. Effect of Government Regulation and Regulatory Reform
As a fully-converted regulated institution, NorthEast Community Bancorp will operate in substantially the same regulatory environment as the Peer Group members -- all of whom are adequately capitalized institutions and are operating with no apparent restrictions. Exhibit IV-6 reflects the Bank’s pro forma regulatory capital ratios. On balance, no adjustment has been applied for the effect of government regulation and regulatory reform.
RP® Financial, LC. | VALUATION ANALYSIS IV. 18 |
Summary of Adjustments
Overall, based on the factors discussed above, we concluded that the Company’s pro forma market value should reflect the following valuation adjustments relative to the Peer Group:
Key Valuation Parameters: | Valuation Adjustment |
| |
Financial Condition | Slight Upward |
Profitability, Growth and Viability of Earnings | Slight Upward |
Asset Growth | No Adjustment |
Primary Market Area | No Adjustment |
Dividends | No Adjustment |
Liquidity of the Shares | No Adjustment |
Marketing of the Issue | No Adjustment |
Management | No Adjustment |
Effect of Govt. Regulations and Regulatory Reform | No Adjustment |
Valuation Approaches
In applying the accepted valuation methodology promulgated by the FRB, i.e., the pro forma market value approach, we considered the three key pricing ratios in valuing the Company’s to-be-issued stock -- price/earnings (“P/E”), price/book (“P/B”), and price/assets (“P/A”) approaches -- all performed on a pro forma basis including the effects of the stock proceeds. In computing the pro forma impact of the conversion and the related pricing ratios, we have incorporated the valuation parameters disclosed in the Company’s prospectus for reinvestment rate, effective tax rate, stock benefit plan assumptions and expenses (summarized in Exhibits IV-7 and IV-8). In our estimate of value, we assessed the relationship of the pro forma pricing ratios relative to the Peer Group and recent conversion offerings.
RP Financial’s valuation placed an emphasis on the following:
| § | P/E Approach. The P/E approach is generally the best indicator of long-term value for a stock and we have given it significant weight among the valuation approaches. Given certain similarities between the Company’s and the Peer Group’s earnings composition and overall financial condition, the P/E approach was carefully considered in this valuation. At the same time, recognizing that (1) the earnings multiples will be evaluated on a pro forma basis for the Company; and (2) the Peer Group companies have had the opportunity to realize the benefit of reinvesting and leveraging their offering proceeds, we also gave weight to the other valuation approaches. |
RP® Financial, LC. | VALUATION ANALYSIS IV. 19 |
| § | P/B Approach. P/B ratios have generally served as a useful benchmark in the valuation of thrift stocks, particularly in the context of a public offering, as the earnings approach involves assumptions regarding the use of proceeds. RP Financial considered the P/B approach to be a valuable indicator of pro forma value, taking into account the pricing ratios under the P/E and P/A approaches. We have also modified the P/B approach to exclude the impact of intangible assets (i.e., price/tangible book value or “P/TB”), in that the investment community frequently makes this adjustment in its evaluation of this pricing approach. |
| | |
| § | P/A Approach. P/A ratios are generally a less reliable indicator of market value, as investors typically assign less weight to assets and attribute greater weight to book value and earnings. Furthermore, this approach as set forth in the regulatory valuation guidelines does not take into account the amount of stock purchases funded by deposit withdrawals, thus understating the pro forma P/A ratio. At the same time, the P/A ratio is an indicator of franchise value, and, in the case of highly capitalized institutions, high P/A ratios may limit the investment community’s willingness to pay market multiples for earnings or book value when ROE is expected to be low. |
| | |
| § | Trading of NECB stock. Converting institutions generally do not have stock outstanding. NECB, however, has public shares outstanding due to the mutual holding company form of ownership and first-step minority stock offering. Since NECB’s stock is currently quoted on the OTC Pink Sheets, it is an indicator of the Company’s current market value and therefore received some weight in our valuation. Based on the February 5, 2021 closing stock price of $14.30 per share and the 12,194,611 shares of NECB common stock outstanding, the Company’s implied market value of $174.4 million was considered in the valuation process. However, since the Company’s stock is not actively traded, the conversion stock will have different characteristics than the minority shares, and the pro forma information has not been publicly disseminated to date, the current trading price of NECB’s stock was somewhat discounted herein but will become more important towards the closing of the offering. |
The Company has adopted “Employers’ Accounting for Employee Stock Ownership Plans” (“ASC 718-40”), which causes earnings per share computations to be based on shares issued and outstanding excluding unreleased ESOP shares. For purposes of preparing the pro forma pricing analyses, we have reflected all shares issued in the offering, including all ESOP shares, to capture the full dilutive impact, particularly since the ESOP shares are economically dilutive, receive dividends and can be voted. However, we did consider the impact of ASC 718-40 in the valuation.
In preparing the pro forma pricing analysis we have taken into account the pro forma impact of the MHC’s net assets (i.e., unconsolidated equity) that will be consolidated with the Company and, thus, will increase equity. At December 31, 2020, the MHC had net assets of $370,000, which has been added to the Company’s December 31, 2020 pro forma equity to
RP® Financial, LC. | VALUATION ANALYSIS IV. 20 |
reflect the consolidation of the MHC into the Company’s operations. Exhibit IV-9 shows that after accounting for the impact of the MHC’s net assets, the public shareholders’ ownership interest was reduced by approximately 0.08%. Accordingly, for purposes of the Company’s pro forma valuation, the public shareholders’ ownership interest was reduced from 40.35% to 40.27% and the MHC’s ownership interest was increased from 59.65% to 59.73%.
Based on the application of the three valuation approaches, taking into consideration the valuation adjustments discussed above, RP Financial concluded that as of February 5, 2021, the aggregate pro forma market value of NorthEast Community Bancorp’s conversion stock equaled $171,593,320 at the midpoint, equal to 17,159,332 shares at $10.00 per share. The $10.00 per share price was determined by the Boards of Directors of NECB and the MHC. The midpoint and resulting valuation range is based on the sale of an 59.73% ownership interest to the public, which provides for a $102,500,000 public offering at the midpoint value.
1. Price-to-Earnings (“P/E”). The application of the P/E valuation method requires calculating the Company’s pro forma market value by applying a valuation P/E multiple to the pro forma earnings base. In applying this technique, we considered both reported earnings and a recurring earnings base, that is, earnings adjusted to exclude any one-time non-operating items, plus the estimated after-tax earnings benefit of the reinvestment of the net proceeds. The Company’s reported earnings equaled $12.329 million for the twelve months ended December 31, 2020. In deriving NorthEast Community Bancorp’s core earnings, the adjustments we made to reported earnings included eliminating gain on equity securities of $288,000 and loss on disposition of equipment of $61,000. As shown below, on a tax effected basis, assuming an effective marginal tax rate of 21.0% for the earnings adjustments, the Company’s core earnings were determined to equal $12.150 million for the twelve months ended December 31, 2020.
| | Amount | |
| | ($000) | |
Net income(loss) | | $ | 12,329 | |
Deduct: Gain on equity securities(1) | | | (227 | ) |
Add: Loss on disposition of equipment(1) | | | 48 | |
Core earnings estimate | | $ | 12,150 | |
(1) Tax effected at 21.0%.
RP® Financial, LC. | VALUATION ANALYSIS IV. 21 |
Based on the Company’s reported earnings and incorporating the impact of the pro forma assumptions discussed previously, the Company’s pro forma reported and core P/E multiples at the $171.6 million midpoint value equaled 15.77x and 16.03x, respectively, indicating premiums of 23.40% and 22.09% relative to the Peer Group’s average reported and core earnings multiples of 12.78x and 13.13x, respectively (see Table 4.3). In comparison to the Peer Group’s median reported and core earnings multiples of 11.32x and 10.71x, respectively, the Company’s pro forma reported and core P/E multiples at the midpoint value indicated premiums of 39.31% and 49.67%, respectively. The Company’s pro forma P/E ratios based on reported earnings at the minimum and the maximum equaled 13.14x and 18.50x, respectively, and based on core earnings at the minimum and the maximum equaled 13.35x and 18.81x, respectively.
2. Price-to-Book (“P/B”). The application of the P/B valuation method requires calculating the Company’s pro forma market value by applying a valuation P/B ratio, as derived from the Peer Group’s P/B ratio, to the Company’s pro forma book value. Based on the $171.6 million midpoint valuation, the Company’s pro forma P/B and P/TB ratios equaled 70.92% and 71.12%, respectively. In comparison to the average P/B and P/TB ratios for the Peer Group of 90.10% and 93.40%, respectively, the Company’s ratios reflected discounts of 21.29% on a P/B basis and 23.88% on a P/TB basis. In comparison to the Peer Group’s median P/B and P/TB ratios of 89.45% and 92.99%, respectively, the Company’s pro forma P/B and P/TB ratios at the midpoint value reflected discounts of 20.72% on a P/B basis and 23.52% on a P/TB basis. At the maximum of the range, the Company’s P/B and P/TB ratios equaled 77.28% and 77.46%, respectively. In comparison to the Peer Group’s average P/B and P/TB ratios, the Company’s P/B and P/TB ratios at the maximum of the range reflected discounts of 14.23% and 17.07%, respectively. In comparison to the Peer Group’s median P/B and P/TB ratios, the Company’s P/B and P/TB ratio at the maximum of the range reflected discounts of 13.61% and 16.70%, respectively.
3. Price-to-Assets (“P/A”). The P/A valuation methodology determines market value by applying a valuation P/A ratio to the Company’s pro forma asset base, conservatively assuming no deposit withdrawals are made to fund stock purchases. In all likelihood there will be deposit withdrawals, which results in understating the pro forma P/A ratio which is computed herein. At the $171.6 million midpoint of the valuation range, the Company’s value equaled 16.24% of pro forma assets. Comparatively, the Peer Group companies exhibited an average
RP ® Financial, LC. | Valuation Analysis ANALYSIS IV.22 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Table 4.3 |
Market Pricing Versus Peer Group |
Northeast Community Bancorp, Inc. |
As of February 5, 2021 |
|
| | | Market | | Per Share Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Capitalization | | Core | | Book | | | | | | | | | | | | Dividends(3) | | Financial Characteristics(5) | | Exchange | | Offering | |
| | | Price/ | | Market | | 12 Month | | Value/ | | Pricing Ratios(2) | | Amount/ | | | | Payout | | Total | | Equity/ | | Tang. Eq./ | | NPAs/ | | Reported | | Core | | Ratio | | Size | |
| | | Share | | Value | | EPS(1) | | Share | | P/E | | P/B | | P/A | | P/TB | | P/Core | | Share | | Yield | | Ratio(4) | | Assets | | Assets | | T. Assets | | Assets | | ROAA | | ROAE | | ROAA | | ROAE | | (x) | | ($Mil) | |
| | | ($) | | ($Mil) | | ($) | | ($) | | (x) | | (%) | | (%) | | (%) | | | | ($) | | (%) | | (%) | | ($Mil) | | (%) | | (%) | | (%) | | (%) | | (%) | | (%) | | (%) | | | | | |
NorthEast Community Bancorp, Inc. | NY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Maximum | | | $ | 10.00 | | $ | 197.33 | | $ | 0.53 | | $ | 12.94 | | | 18.50 | x | | 77.28 | % | | 18.45 | % | | 77.46 | % | | 18.81 | x | $ | 0.24 | | | 2.40 | % | | 45.28 | % | $ | 1,070 | | | 23.87 | % | | 23.82 | % | | 0.52 | % | | 1.00 | % | | 4.18 | % | | 0.98 | % | | 4.11 | % | | 1.6147 | x | $ | 117.88 | |
Midpoint | | | $ | 10.00 | | $ | 171.59 | | $ | 0.62 | | $ | 14.10 | | | 15.77 | x | | 70.92 | % | | 16.24 | % | | 71.12 | % | | 16.03 | x | $ | 0.24 | | | 2.40 | % | | 38.71 | % | $ | 1,056 | | | 22.91 | % | | 22.86 | % | | 0.53 | % | | 1.03 | % | | 4.50 | % | | 1.01 | % | | 4.42 | % | | 1.4041 | x | $ | 102.50 | |
Minimum | | | $ | 10.00 | | $ | 145.85 | | $ | 0.75 | | $ | 15.67 | | | 13.14 | x | | 63.82 | % | | 13.98 | % | | 63.98 | % | | 13.35 | x | $ | 0.24 | | | 2.40 | % | | 32.00 | % | $ | 1,043 | | | 21.92 | % | | 21.87 | % | | 0.53 | % | | 1.06 | % | | 4.86 | % | | 1.05 | % | | 4.78 | % | | 1.1935 | x | $ | 87.13 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Non-MHC Public Thrifts(6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | $ | 23.33 | | $ | 601.07 | | $ | 1.85 | | $ | 19.90 | | | 13.96 | | | 103.63 | % | | 12.92 | % | | 114.74 | % | | 13.98 | | $ | 0.43 | | | 2.36 | % | | 47.00 | % | $ | 5,167 | | | 12.62 | % | | 11.78 | % | | 0.69 | % | | 0.84 | % | | 6.91 | % | | 0.87 | % | | 7.23 | % | | | | | | |
Median | | | $ | 15.28 | | $ | 192.19 | | $ | 0.87 | | $ | 15.86 | | | 12.66 | | | 94.14 | % | | 11.60 | % | | 100.75 | % | | 13.14 | | $ | 0.32 | | | 2.21 | % | | 35.59 | % | $ | 1,791 | | | 11.51 | % | | 10.33 | % | | 0.55 | % | | 0.76 | % | | 5.88 | % | | 0.78 | % | | 6.15 | % | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
All Non-MHC State of NY(6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | $ | 10.59 | | $ | 965.46 | | $ | 0.32 | | $ | 12.52 | | | 14.37 | | | 88.33 | % | | 8.81 | % | | 101.87 | % | | 14.43 | | $ | 0.34 | | | 3.33 | % | | 49.85 | % | $ | 12,761 | | | 10.62 | % | | 9.41 | % | | 0.66 | % | | 0.42 | % | | 3.16 | % | | 0.39 | % | | 2.85 | % | | | | | | |
Medians | | | $ | 10.08 | | $ | 142.27 | | $ | 0.59 | | $ | 13.43 | | | 11.14 | | | 89.80 | % | | 8.65 | % | | 96.39 | % | | 11.25 | | $ | 0.27 | | | 4.19 | % | | 53.66 | % | $ | 1,791 | | | 9.77 | % | | 8.21 | % | | 0.59 | % | | 0.60 | % | | 6.32 | % | | 0.60 | % | | 6.25 | % | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | $ | 15.25 | | $ | 115.59 | | $ | 1.30 | | $ | 16.83 | | | 12.78 | x | | 90.10 | % | | 10.61 | % | | 93.40 | % | | 13.13 | x | $ | 0.21 | | | 1.55 | % | | 24.70 | % | $ | 1,087 | | | 11.56 | % | | 11.22 | % | | 0.94 | % | | 0.91 | % | | 7.85 | % | | 0.90 | % | | 7.67 | % | | | | | | |
Medians | | | $ | 15.67 | | $ | 100.73 | | $ | 1.21 | | $ | 16.88 | | | 11.32 | x | | 89.45 | % | | 9.64 | % | | 92.99 | % | | 10.71 | x | $ | 0.16 | | | 1.24 | % | | 21.90 | % | $ | 919 | | | 11.38 | % | | 11.30 | % | | 0.96 | % | | 0.76 | % | | 6.65 | % | | 0.70 | % | | 5.82 | % | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ESBK Elmira Savings Bank | NY | | $ | 12.24 | | $ | 43.12 | | $ | 1.09 | | $ | 17.01 | | | 10.29 | x | | 71.03 | % | | 6.69 | % | | 89.11 | % | | 10.30 | x | $ | 0.60 | | | 4.90 | % | | 57.14 | % | $ | 674 | | | 8.90 | % | | 7.20 | % | | 0.84 | % | | 0.60 | % | | 6.42 | % | | 0.60 | % | | 6.44 | % | | | | | | |
ESSA ESSA Bancorp, Inc. | PA | | $ | 15.59 | | $ | 157.22 | | $ | 1.38 | | $ | 17.60 | | | 10.68 | x | | 86.89 | % | | 9.03 | % | | 93.91 | % | | 10.71 | x | $ | 0.44 | | | 2.82 | % | | 30.14 | % | $ | 1,894 | | | 10.11 | % | | 9.41 | % | | 1.09 | % | | 0.76 | % | | 7.43 | % | | 0.75 | % | | 7.37 | % | | | | | | |
HMNF HMN Financial, Inc. | MN | | $ | 19.00 | | $ | 90.61 | | $ | 1.84 | | $ | 20.91 | | | 8.56 | x | | 87.76 | % | | 9.96 | % | | 88.50 | % | | NM | | $ | 0.00 | | | 0.00 | % | | 0.00 | % | $ | 898 | | | 11.26 | % | | 11.17 | % | | 0.38 | % | | 1.03 | % | | 8.83 | % | | 1.04 | % | | 8.95 | % | | | | | | |
HVBC HV Bancorp, Inc. | PA | | $ | 16.81 | | $ | 33.81 | | $ | 1.87 | | $ | 16.75 | | | 8.76 | x | | 100.35 | % | | 7.36 | % | | 100.35 | % | | 9.01 | x | $ | 0.00 | | | 0.00 | % | | 0.00 | % | $ | 508 | | | 7.33 | % | | 7.33 | % | | 0.49 | % | | 1.02 | % | | 11.87 | % | | 0.99 | % | | 11.54 | % | | | | | | |
IROQ IF Bancorp, Inc. | IL | | $ | 20.50 | | $ | 66.43 | | $ | 1.34 | | $ | 25.78 | | | 12.58 | x | | 78.23 | % | | 9.31 | % | | 78.23 | % | | NM | | $ | 0.30 | | | 1.46 | % | | 18.40 | % | $ | 726 | | | 11.51 | % | | 11.51 | % | | 0.24 | % | | 0.64 | % | | 5.57 | % | | 0.59 | % | | 5.10 | % | | | | | | |
PCSB PCSB Financial Corporation | NY | | $ | 15.75 | | $ | 241.41 | | $ | 0.59 | | $ | 16.45 | | | 25.00 | x | | 94.14 | % | | 14.17 | % | | 96.39 | % | | 24.90 | x | $ | 0.16 | | | 1.02 | % | | 25.40 | % | $ | 1,791 | | | 15.28 | % | | 14.98 | % | | 0.33 | % | | 0.54 | % | | 3.34 | % | | 0.54 | % | | 3.36 | % | | | | | | |
PVBC Provident Bancorp, Inc. | MA | | $ | 12.10 | | $ | 219.00 | | $ | 0.66 | | $ | 12.30 | | | 18.33 | x | | 97.72 | % | | 15.31 | % | | 97.72 | % | | 16.00 | x | $ | 0.12 | | | 0.99 | % | | 18.18 | % | $ | 1,498 | | | 15.98 | % | | 15.98 | % | | 1.81 | % | | 0.81 | % | | 4.57 | % | | 0.93 | % | | 5.21 | % | | | | | | |
PBIP Prudential Bancorp, Inc. | PA | | $ | 12.69 | | $ | 101.48 | | $ | 0.58 | | $ | 15.86 | | | 11.97 | x | | 77.32 | % | | 8.50 | % | | 81.30 | % | | NM | | $ | 0.28 | | | 2.21 | % | | 66.98 | % | $ | 1,223 | | | 10.55 | % | | 10.08 | % | | 1.10 | % | | 0.76 | % | | 6.88 | % | | 0.39 | % | | 3.56 | % | | | | | | |
RNDB Randolph Bancorp, Inc. | MA | | $ | 20.00 | | $ | 102.86 | | $ | 3.28 | | $ | 17.19 | | | 6.60 | x | | 116.38 | % | | 15.28 | % | | 116.38 | % | | 6.11 | x | $ | 0.00 | | | 0.00 | % | | 0.00 | % | $ | 723 | | | 13.13 | % | | 13.13 | % | | 1.57 | % | | 2.30 | % | | 18.55 | % | | 2.49 | % | | 20.05 | % | | | | | | |
SVBI Severn Bancorp, Inc. | MD | | $ | 7.80 | | $ | 99.98 | | $ | 0.42 | | $ | 8.45 | | | 15.00 | x | | 91.15 | % | | 10.49 | % | | 92.08 | % | | 14.87 | x | $ | 0.16 | | | 2.05 | % | | 30.77 | % | $ | 939 | | | 11.53 | % | | 11.43 | % | | 1.57 | % | | 0.63 | % | | 5.06 | % | | 0.64 | % | | 5.11 | % | | | | | | |
| (1) | Core income, on a diluted per-share basis. Core income is net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain on the sale of securities, amortization of intangibles, goodwill and nonrecurring items. Assumed tax rate is 35%. |
| (2) | P/E = Price to earnings; P/B = Price to book; P/A = Price to assets; P/TB = Price to tangible book value; and P/Core = Price to core earnings. P/E and P/Core =NM if the ratio is negative or above 35x. |
| (3) | Indicated 12 month dividend, based on last quarterly dividend declared. |
| (4) | Indicated 12 month dividend as a percent of trailing 12 month earnings. |
| (5) | Equity and tangible equity equal common equity and tangible common equity, respectively. ROAA (return on average assets) and ROAE (return on average equity) are indicated ratios based on trailing 12 month earnings and average equity and assets balances. |
| (6) | Excludes from averages and medians those companies the subject of actual or rumored acquisition activities or unusual operating characteristics. |
| Source: | S&P Global Market Intelligence and RP Financial, LC. calculations. The information provided in this report has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information. |
| | |
Copyright (c) 2021 by RP® Financial, LC. |
RP® Financial, LC. | VALUATION ANALYSIS IV.23 |
P/A ratio of 10.61%, which implies a premium of 53.06% has been applied to the Company’s pro forma P/A ratio. In comparison to the Peer Group’s median P/A ratio of 9.64%, the Company’s pro forma P/A ratio at the midpoint value reflects a premium of 68.46%.
Comparison to Recent Offerings
As indicated at the beginning of this chapter, RP Financial’s analysis of recent conversion offering pricing characteristics at closing and in the aftermarket has been limited to a “technical” analysis and, thus, the pricing characteristics of recent conversion offerings cannot be a primary determinate of value. Particular focus was placed on the P/TB approach in this analysis, since the P/E multiples do not reflect the actual impact of reinvestment and the source of the stock proceeds (i.e., external funds vs. deposit withdrawals). As discussed previously, two second-step offerings were completed in January 2021. In comparison, to the 68.50% average closing pro P/TB ratio of the two second-step offerings, the Company’s pro forma P/TB ratio of 71.12% at the midpoint value reflects an implied premium of 3.82%. At the maximum of the offering range, the Company’s P/TB ratio of 77.46% reflects an implied premium of 13.09% relative to the two second-step offerings average P/TB ratio at closing.
Valuation Conclusion
Based on the foregoing, it is our opinion that, as of February 5, 2021, the estimated aggregate pro forma valuation of the shares of the Company to be issued and outstanding at the end of the conversion offering – including (1) newly-issued shares representing the MHC’s current ownership interest in the Company and (2) exchange shares issued to existing public shareholders of the Company - was $171,593,320 at the midpoint, equal to 17,159,332 shares at a per share value of $10.00. The resulting range of value and pro forma shares, all based on $10.00 per share, are shown below.
RP® Financial, LC. | VALUATION ANALYSIS IV.24 |
| | | | | | | | Exchange Shares | | | | |
| | | | | Offering | | | Issued to Public | | | Exchange | |
| | Total Shares | | | Shares | | | Shareholders | | | Ratio | |
Shares | | | | | | | | | | | | |
Maximum | | | 19,733,231 | | | | 11,787,500 | | | | 7,945,731 | | | | 1.6147 | |
Midpoint | | | 17,159,332 | | | | 10,250,000 | | | | 6,909,332 | | | | 1.4041 | |
Minimum | | | 14,585,432 | | | | 8,712,500 | | | | 5,872,932 | | | | 1.1935 | |
| | | | | | | | | | | | | | | | |
Distribution of Shares | | | | | | | | | | | | | | | | |
Maximum | | | 100.00 | % | | | 59.73 | % | | | 40.27 | % | | | | |
Midpoint | | | 100.00 | % | | | 59.73 | % | | | 40.27 | % | | | | |
Minimum | | | 100.00 | % | | | 59.73 | % | | | 40.27 | % | | | | |
Aggregate Market Value at $10 per share | | | | | | | | | | | | | |
Maximum | | $ | 197,332,310 | | | $ | 117,875,000 | | | $ | 79,457,310 | | | | | |
Midpoint | | $ | 171,593,320 | | | $ | 102,500,000 | | | $ | 69,093,320 | | | | | |
Minimum | | $ | 145,854,320 | | | $ | 87,125,000 | | | $ | 58,729,320 | | | | | |
The pro forma valuation calculations relative to the Peer Group are shown in Table 4.3 and are detailed in Exhibit IV-7 and Exhibit IV-8.
Establishment of the Exchange Ratio
Conversion regulations provide that in a conversion of a mutual holding company, the minority shareholders are entitled to exchange the public shares for newly issued shares in the fully converted company. The Boards of Directors of the MHC and NECB have independently determined the exchange ratio, which has been designed to preserve the current aggregate percentage ownership in the Company (adjusted for the dilution resulting from the consolidation of the MHC’s unconsolidated equity into the Company). The exchange ratio to be received by the existing minority shareholders of the Company will be determined at the end of the offering, based on the total number of shares sold in the second-step conversion offering and the final appraisal. Based on the valuation conclusion herein, the resulting offering value and the $10.00 per share offering price, the indicated exchange ratio at the midpoint is 1.4041 shares of the Company for every one public share held by public shareholders. Furthermore, based on the offering range of value, the indicated exchange ratio is 1.1935 at the minimum and 1.6147 at the maximum. RP Financial expresses no opinion on the proposed exchange of newly issued
RP® Financial, LC. | VALUATION ANALYSIS IV.25 |
Company shares for the shares held by the public shareholders or on the proposed exchange ratio.
EXHIBITS
LIST OF EXHIBITS
Exhibit | | |
Number | | Description |
I-1 | | Map of Office Locations |
I-2 | | Audited Financial Statements |
I-3 | | Key Operating Ratios |
I-4 | | Investment Portfolio Composition |
I-5 | | Yields and Costs |
I-6 | | Loan Loss Allowance Activity |
I-7 | | Interest Rate Risk Analysis |
I-8 | | Fixed and Adjustable Rate Loans |
I-9 | | Loan Portfolio Composition |
I-10 | | Contractual Maturity by Loan Type |
I-11 | | Non-Performing Assets |
I-12 | | Deposit Composition |
I-13 | | Maturity of Time Deposits |
I-14 | | Borrowing Activity |
| | |
II-1 | | Description of Office Properties |
II-2 | | Historical Interest Rates |
III-1 | | Characteristics of Publicly-Traded Thrifts |
III-2 | | Public Market Pricing of Mid-Atlantic and New England Thrifts |
III-3 | | Public Market Pricing of Midwest Thrifts |
III-4 | | Peer Group Market Area Comparative Analysis |
LIST OF EXHIBITS (continued)
Exhibit | | |
Number | | Description |
IV-1 | | Stock Prices: As of February 5, 2021 |
IV-2 | | Historical Stock Price Indices |
IV-3 | | Stock Price Indices as of February 5, 2021 |
IV-4 | | New York Bank and Thrift Acquisitions 2017 - Present |
IV-5 | | Director and Senior Management Summary Resumes |
IV-6 | | Pro Forma Regulatory Capital Ratios |
IV-7 | | Pro Forma Analysis Sheet |
IV-8 | | Pro Forma Effect of Conversion Proceeds |
IV-9 | | Calculation of Minority Ownership Dilution in a Second-Step Offering |
| | |
V-1 | | Firm Qualifications Statement |
EXHIBIT I-1
NorthEast Community Bancorp, Inc.
Map of Office Locations
Exhibit I-1
NorthEast Community Bancorp, Inc.
Map of Office Locations
EXHIBIT I-2
NorthEast Community Bancorp, Inc.
Audited Financial Statements
[Incorporated by Reference]
EXHIBIT I-3
NorthEast Community Bancorp, Inc.
Key Operating Ratios
Exhibit I-3
NorthEast Community Bancorp, Inc.
Key Operating Ratios
| | At or for the Year Ended December 31, | |
| | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
Performance Ratios: | | | | | | | | | | | | | | | | | | | | |
Return on average assets | | | 1.31 | % | | | 1.35 | % | | | 1.54 | % | | | 1.06 | % | | | 0.76 | % |
Return on average equity | | | 8.31 | | | | 9.43 | | | | 10.55 | | | | 7.09 | | | | 4.68 | |
Interest rate spread(1) | | | 3.94 | | | | 3.82 | | | | 4.36 | | | | 3.99 | | | | 3.55 | |
Net interest margin(2) | | | 4.45 | | | | 4.34 | | | | 4.72 | | | | 4.28 | | | | 3.79 | |
Non-interest expense to average assets | | | 2.67 | | | | 2.50 | | | | 2.56 | | | | 2.33 | | | | 2.56 | |
Efficiency ratio(3) | | | 60.43 | | | | 57.56 | | | | 54.72 | | | | 54.68 | | | | 67.27 | |
Average interest-earning assets/average interest- bearing liabilities | | | 144.75 | | | | 130.99 | | | | 130.52 | | | | 131.09 | | | | 127.27 | |
Average equity to average assets | | | 15.80 | | | | 14.25 | | | | 14.58 | | | | 15.02 | | | | 16.18 | |
Capital Ratios(4): | | | | | | | | | | | | | | | | | | | | |
Total capital (to risk-weighted assets) | | | 13.72 | % | | | 14.56 | % | | | 13.44 | % | | | 13.41 | % | | | 14.00 | % |
Tier 1 capital (to risk-weighted assets) | | | 13.23 | | | | 14.04 | | | | 12.96 | | | | 12.96 | | | | 13.45 | |
Common equity Tier 1 capital (to risk-weighted assets) | | | 13.23 | | | | 14.04 | | | | 12.96 | | | | 12.96 | | | | 13.45 | |
Core (Tier 1) capital (to adjusted total assets) | | | 14.79 | | | | 12.68 | | | | 13.27 | | | | 13.05 | | | | 13.20 | |
Asset Quality Ratios: | | | | | | | | | | | | | | | | | | | | |
Allowance for loan losses as a percent of total loans | | | 0.62 | % | | | 0.61 | % | | | 0.56 | % | | | 0.50 | % | | | 0.60 | % |
Allowance for loan losses as a percent of non-performing loans | | | 142.44 | | | | 116.59 | | | | 78.27 | | | | 73.84 | | | | 69.37 | |
Net charge-offs to average outstanding loans during the period | | | 0.04 | | | | 0.04 | | | | 0.06 | | | | 0.05 | | | | 0.05 | |
Non-performing loans as a percent of total loans(5) | | | 0.43 | | | | 0.53 | | | | 0.71 | | | | 0.67 | | | | 0.86 | |
Non-performing assets as a percent of total assets(5) | | | 0.58 | | | | 0.64 | | | | 0.86 | | | | 0.89 | | | | 1.59 | |
Other Data: | | | | | | | | | | | | | | | | | | | | |
Number of offices | | | 13 | | | | 13 | | | | 12 | | | | 11 | | | | 12 | |
| (1) | Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost of average interest-bearing liabilities. |
| (2) | Represents net interest income as a percent of average interest-earning assets. |
| (3) | Represents non-interest expense divided by the sum of net interest income and non- interest income. |
| (4) | Ratios are for NorthEast Community Bank. During the fiscal year ended December 31, 2020, NorthEast Community Bank elected the “community bank leverage ratio” alternative reporting framework. |
| (5) | Non-performing loans include loans on non-accrual, accruing loans past due 90 days or more and non-performing assets include non-performing loans and other real estate owned. |
Source: NorthEast Community Bancorp’s prospectus.
EXHIBIT I-4
NorthEast Community Bancorp, Inc.
Investment Portfolio Composition
Exhibit I-4
NorthEast Community Bancorp, Inc.
Investment Portfolio Composition
| | At December 31, | |
| | 2020 | | | 2019 | | | 2018 | |
(Dollars in thousands) | | Amortized Cost | | | Fair Value | | | Amortized Cost | | | Fair Value | | | Amortized Cost | | | Fair Value | |
Securities available-for-sale: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Marketable equity securities: | | | | | | | | | | | | | | | | | | | | | | | | |
Mutual funds | | $ | 10,000 | | | $ | 10,332 | | | $ | 10,000 | | | $ | 10,044 | | | $ | 9,000 | | | $ | 8,753 | |
Mortgage-backed securities: | | | | | | | | | | | | | | | | | | | | | | | | |
Federal Home Loan Mortgage Corporation | | | 2 | | | | 2 | | | | 4 | | | | 4 | | | | 16 | | | | 16 | |
Federal National Mortgage Association | | | — | | | | — | | | | 1 | | | | 1 | | | | 1 | | | | 1 | |
Total mortgage-backed securities | | | 2 | | | | 2 | | | | 5 | | | | 5 | | | | 17 | | | | 17 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total securities available-for-sale | | | 10,000 | | | | 10,334 | | | | 10,005 | | | | 10,049 | | | | 9,017 | | | | 8,770 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Securities held-to-maturity: | | | | | | | | | | | | | | | | | | | | | | | | |
Municipal bonds | | | 4,189 | | | | 4,189 | | | | 4,190 | | | | 4,190 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Mortgage-backed securities: | | | | | | | | | | | | | | | | | | | | | | | | |
Government National Mortgage Association | | | 933 | | | | 958 | | | | 1,416 | | | | 1,444 | | | | 1,962 | | | | 2,005 | |
Federal Home Loan Mortgage Association | | | 59 | | | | 58 | | | | 66 | | | | 67 | | | | 74 | | | | 75 | |
Federal National Mortgage Association | | | 1,097 | | | | 1,141 | | | | 1,563 | | | | 1,576 | | | | 1,802 | | | | 1,755 | |
Collateralized mortgage obligations – GSE | | | 1,104 | | | | 1,173 | | | | 1,914 | | | | 1,938 | | | | 2,203 | | | | 2,127 | |
Total mortgage-backed securities | | | 3,193 | | | | 3,330 | | | | 4,959 | | | | 5,025 | | | | 6,041 | | | | 5,962 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total securities held-to-maturity | | | 7,382 | | | | 7,519 | | | | 9,149 | | | | 9,215 | | | | 6,041 | | | | 5,962 | |
Total investment securities | | $ | 17,384 | | | $ | 17,853 | | | $ | 19,154 | | | $ | 19,264 | | | $ | 15,058 | | | $ | 14,732 | |
Source: NorthEast Community Bancorp’s prospectus.
EXHIBIT I-5
NorthEast Community Bancorp, Inc.
Yields and Costs
Exhibit I-5
NorthEast Community Bancorp, Inc.
Yields and Costs
| | Year Ended December 31, | |
| | 2020 | | | 2019 | | | 2018 | |
(Dollars in thousands) | | Average Balance | | | Interest and Dividends | | | Yield/ Cost | | | Average Balance | | | Interest and Dividends | | | Yield/ Cost | | | Average Balance | | | Interest and Dividends | | | Yield/ Cost | |
Loans receivable | | $ | 797,735 | | | $ | 48,202 | | | | 6.04 | % | | $ | 767,309 | | | $ | 50,918 | | | | 6.64 | % | | $ | 739,880 | | | $ | 45,449 | | | | 6.14 | % |
Securities (1) | | | 20,264 | | | | 415 | | | | 2.05 | | | | 16,964 | | | | 485 | | | | 2.86 | | | | 17,869 | | | | 539 | | | | 3.02 | |
Other interest-earning assets | | | 58,438 | | | | 360 | | | | 0.62 | | | | 109,859 | (1) | | | 2,413 | | | | 2.20 | | | | 30,128 | | | | 715 | | | | 2.37 | |
Total interest-earning assets | | | 876,437 | | | | 48,977 | | | | 5.59 | | | | 894,132 | | | | 53,816 | | | | 6.02 | | | | 787,877 | | | | 46,703 | | | | 5.93 | |
Allowance for loan losses | | | (4,965 | ) | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | |
Non-interest-earning assets | | | 67,494 | | | | | | | | | | | | 69,173 | | | | | | | | | | | | 62,141 | | | | | | | | | |
Total assets | | $ | 938,966 | | | | | | | | | | | $ | 963,305 | | | | | | | | | | | $ | 850,018 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest bearing demand | | $ | 104,390 | | | $ | 768 | | | | 0.74 | % | | $ | 109,524 | | | $ | 1,637 | | | | 1.49 | % | | $ | 114,314 | | | $ | 1,334 | | | | 1.17 | % |
Savings and club accounts | | | 101,738 | | | | 626 | | | | 0.62 | | | | 89,706 | | | | 832 | | | | 0.93 | | | | 81,564 | | | | 495 | | | | 0.61 | |
Certificates of deposit | | | 372,535 | | | | 7,860 | | | | 2.11 | | | | 455,286 | | | | 11,822 | | | | 2.60 | | | | 343,633 | | | | 6,725 | | | | 1.96 | |
Interest-bearing deposits | | | 578,663 | | | | 9,254 | | | | 1.60 | | | | 654,516 | | | | 14,291 | | | | 2.18 | | | | 539,511 | | | | 8,554 | | | | 1.59 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Borrowed money | | $ | 26,811 | | | | 723 | | | | 2.70 | | | | 28,095 | | | | 743 | | | | 2.64 | | | | 64,128 | | | | 924 | | | | 1.44 | |
Interest-bearing liabilities | | | 605,474 | | | | 9,977 | | | | 1.65 | | | | 682,611 | | | | 15,034 | | | | 2.20 | | | | 603,639 | | | | 9,478 | | | | 1.57 | |
Non-interest-bearing demand | | | 172,508 | | | | | | | | | | | | 127,134 | | | | | | | | | | | | 108,649 | | | | | | | | | |
Other non-interest-bearing liabilities | | | 12,595 | | | | | | | | | | | | 12,531 | | | | | | | | | | | | 10,636 | | | | | | | | | |
Total liabilities | | | 790,577 | | | | | | | | | | | | 822,276 | | | | | | | | | | | | 722,924 | | | | | | | | | |
Equity | | | 148,389 | | | | | | | | | | | | 136,659 | | | | | | | | | | | | 123,436 | | | | | | | | | |
Total liabilities and equity | | $ | 938,966 | | | | | | | | | | | $ | 958,935 | | | | | | | | | | | $ | 846,360 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net interest income/interest spread | | | | | | $ | 39,000 | | | | 3.94 | % | | | | | | $ | 38,782 | | | | 3.82 | % | | | | | | $ | 37,225 | | | | 4.36 | % |
Interest rate margin | | | | | | | | | | | 4.45 | % | | | | | | | | | | | 4.34 | % | | | | | | | | | | | 4.72 | % |
Net interest-earning assets | | $ | 270,963 | | | | | | | | | | | $ | 211,521 | | | | | | | | | | | $ | 184,238 | | | | | | | | | |
Average interest-earning assets to interest-bearing liabilities | | | 144.75 | % | | | | | | | | | | | 130.99 | % | | | | | | | | | | | 130.52 | % | | | | | | | | |
(1) Cash on deposit at Federal Home Loan Bank or Federal Reserve Board.
Source: NorthEast Community Bancorp’s prospectus.
EXHIBIT I-6
NorthEast Community Bancorp, Inc.
Loan Loss Allowance Activity
Exhibit I-6
NorthEast Community Bancorp, Inc.
Loan Loss Allowance Activity
| | At or For the Year Ended December 31, | |
(Dollars in thousands) | | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
Allowance at beginning of period | | $ | 4,611 | | | $ | 4,196 | | | $ | 3,506 | | | $ | 3,771 | | | $ | 3,895 | |
| | | | | | | | | | | | | | | | | | | | |
Provision for loan losses | | | 814 | | | | 727 | | | | 1,114 | | | | 51 | | | | 146 | |
| | | | | | | | | | | | | | | | | | | | |
Charge-offs: | | | | | | | | | | | | | | | | | | | | |
Residential real estate loans: | | | | | | | | | | | | | | | | | | | | |
One- to four-family | | | — | | | | — | | | | — | | | | — | | | | — | |
Multifamily | | | — | | | | — | | | | 10 | | | | 202 | | | | 246 | |
Mixed-use | | | — | | | | — | | | | — | | | | 8 | | | | 103 | |
Total residential real estate loans | | | — | | | | — | | | | 10 | | | | 210 | | | | 349 | |
| | | | | | | | | | | | | | | | | | | | |
Non-residential real estate loans | | | 65 | | | | 67 | | | | — | | | | 125 | | | | 5 | |
Construction loans | | | — | | | | — | | | | — | | | | — | | | | — | |
Commercial and industrial loans | | | 271 | | | | 96 | | | | 3,126 | | | | — | | | | — | |
Consumer loans | | | 28 | | | | 157 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total charge-offs | | | 364 | | | | 320 | | | | 3,136 | | | | 335 | | | | 354 | |
| | | | | | | | | | | | | | | | | | | | |
Recoveries: | | | | | | | | | | | | | | | | | | | | |
Residential real estate loans: | | | | | | | | | | | | | | | | | | | | |
One- to four-family | | | — | | | | — | | | | — | | | | — | | | | — | |
Multifamily | | | — | | | | — | | | | — | | | | 12 | | | | 61 | |
Mixed-use | | | — | | | | 3 | | | | 12 | | | | 7 | | | | 9 | |
Total residential real estate loans | | | — | | | | 3 | | | | 12 | | | | 19 | | | | 70 | |
| | | | | | | | | | | | | | | | | | | | |
Non-residential real estate loans | | | 9 | | | | — | | | | — | | | | — | | | | 14 | |
Construction loans | | | — | | | | — | | | | — | | | | — | | | | — | |
Commercial and industrial loans | | | 15 | | | | — | | | | 2,700 | | | | — | | | | — | |
Consumer loans | | | 3 | | | | 5 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total recoveries | | | 27 | | | | 8 | | | | 2,712 | | | | 19 | | | | 84 | |
| | | | | | | | | | | | | | | | | | | | |
Allowance at end of period | | $ | 5,088 | | | $ | 4,611 | | | $ | 4,196 | | | $ | 3,506 | | | $ | 3,771 | |
| | | | | | | | | | | | | | | | | | | | |
Total loans outstanding | | $ | 824,708 | | | $ | 752,488 | | | $ | 752,093 | | | $ | 707,445 | | | $ | 630,009 | |
Average loans outstanding | | | 797,735 | | | | 767,309 | | | | 739,880 | | | | 654,494 | | | | 563,405 | |
Ratio of allowance to non-performing loans | | | 142.44 | % | | | 116.59 | % | | | 225.71 | % | | | 73.84 | % | | | 70.67 | % |
Ratio of allowance to total loans | | | 0.62 | % | | | 0.61 | % | | | 0.56 | % | | | 0.50 | % | | | 0.60 | % |
Ratio of net charge-offs to average loans | | | 0.04 | % | | | 0.04 | % | | | 0.06 | % | | | 0.05 | % | | | 0.05 | % |
| | | | | | | | | | | | | | | | | | | | |
Non-performing loans | | $ | 3,572 | | | $ | 3,955 | | | $ | 1,859 | | | $ | 4,748 | | | $ | 5,336 | |
Net charge-offs (charge-offs less recoveries) | | | 337 | | | | 312 | | | | 424 | | | | 316 | | | | 270 | |
Source: NorthEast Community Bancorp’s prospectus.
EXHIBIT I-7
NorthEast Community Bancorp, Inc.
Interest Rate Risk Analysis
Exhibit I-7
NorthEast Community Bancorp, Inc.
Interest Rate Risk Analysis
| | | Twelve Month Net Interest Income | | | Net Portfolio Value | |
Change in Interest Rates (Basis Points) | | | Percent of Change | | | Estimated NPV | | | Percent of Change | |
| +200 | | | | 24.96 | % | | $ | 178,557 | | | | 11.43 | % |
| +100 | | | | 12.16 | | | | 168,944 | | | | 5.43 | |
| 0 | | | | — | | | | 160,243 | | | | — | |
| -100 | | | | (4.54 | )% | | | 159,679 | | | | (0.35 | )% |
Source: NorthEast Community Bancorp’s prospectus.
EXHIBIT I-8
NorthEast Community Bancorp, Inc.
Fixed and Adjustable Rate Loans
Exhibit I-8
NorthEast Community Bancorp, Inc.
Fixed and Adjustable Rate Loans
The following table sets forth all loans at December 31, 2020 that are due after December 31, 2021 and have either fixed interest rates or floating or adjustable interest rates:
(Dollars in thousands) | | Fixed Rates | | | Floating or Adjustable Rates | | | Total at December 31, 2020 | |
Residential real estate loans: | | | | | | | | | | | | |
One- to four-family | | $ | 771 | | | $ | 5,399 | | | $ | 6,170 | |
Multifamily | | | 18,666 | | | | 67,375 | | | | 86,041 | |
Mixed-use | | | 3,367 | | | | 26,247 | | | | 29,614 | |
| | | | | | | | | | | | |
Non-residential real estate loans | | | 13,464 | | | | 31,778 | | | | 45,242 | |
| | | | | | | | | | | | |
Construction loans | | | — | | | | 167,869 | | | | 167,869 | |
| | | | | | | | | | | | |
Commercial and industrial loans | | | 5,483 | | | | 19,650 | | | | 25,134 | |
| | | | | | | | | | | | |
Consumer loans | | | 19 | | | | — | | | | 19 | |
Total | | $ | 41,770 | | | $ | 318,318 | | | $ | 360,088 | |
Source: NorthEast Community Bancorp, Inc.’s prospectus.
EXHIBIT I-9
NorthEast Community Bancorp, Inc.
Loan Portfolio Composition
Exhibit I-9
NorthEast Community Bancorp, Inc.
Loan Portfolio Composition
| | At December 31, | |
| | 2020 | | | 2019 | |
(Dollars in thousands) | | Amount | | | Percent | | | Amount | | | Percent | |
Residential real estate loans: | | | | | | | | | | | | | | | | |
One- to four-family | | $ | 6,170 | | | | 0.75 | % | | $ | 9,188 | | | | 1.22 | % |
Multifamily | | | 90,506 | | | | 10.97 | | | | 98,751 | | | | 13.12 | |
Mixed-use | | | 30,508 | | | | 3.70 | | | | 32,460 | | | | 4.31 | |
Total residential real estate loans | | | 127,184 | | | | 15.42 | | | | 140,399 | | | | 18.65 | |
| | | | | | | | | | | | | | | | |
Non-residential real estate loans | | | 60,665 | | | | 7.36 | | | | 66,894 | | | | 8.89 | |
Construction loans | | | 545,788 | | | | 66.18 | | | | 465,379 | | | | 61.85 | |
Commercial and industrial loans | | | 90,577 | | | | 10.98 | | | | 79,765 | | | | 10.60 | |
Overdrafts | | | 452 | | | | 0.05 | | | | — | | | | 0.00 | |
Consumer loans | | | 42 | | | | 0.01 | | | | 51 | | | | 0.01 | |
Total loans | | | 824,708 | | | | 100.00 | % | | | 752,488 | | | | 100.00 | % |
| | | | | | | | | | | | | | | | |
Allowance for losses | | | (5,088 | ) | | | | | | | (4,611 | ) | | | | |
Deferred loan costs, net | | | 113 | | | | | | | | 5 | | | | | |
| | | | | | | | | | | | | | | | |
Loans, net | | $ | 819,733 | | | | | | | $ | 747,882 | | | | | |
Exhibit I-9 (continued)
NorthEast Community Bancorp, Inc.
Loan Portfolio Composition
| | At December 31, | |
| | 2018 | | | 2017 | | | 2016 | |
(Dollars in thousands) | | Amount | | | Percent | | | Amount | | | Percent | | | Amount | | | Percent | |
Residential real estate loans: | | | | | | | | | | | | | | | | | | | | | | | | |
One- to four-family | | $ | 12,839 | | | | 1.71 | % | | $ | 15,080 | | | | 2.13 | % | | $ | 13,704 | | | | 2.18 | % |
Multifamily | | | 138,368 | | | | 18.40 | | | | 152,881 | | �� | | 21.61 | | | | 174,718 | | | | 27.73 | |
Mixed-use | | | 45,536 | | | | 6.05 | | | | 57,861 | | | | 8.18 | | | | 62,584 | | | | 9.93 | |
Total residential real estate loans | | | 196,743 | | | | 26.16 | | | | 225,822 | | | | 31.92 | | | | 251,006 | | | | 39.84 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Non-residential real estate loans | | | 67,326 | | | | 8.95 | | | | 70,613 | | | | 9.98 | | | | 70,526 | | | | 11.20 | |
Construction loans | | | 415,066 | | | | 55.19 | | | | 341,105 | | | | 48.22 | | | | 251,017 | | | | 39.84 | |
Commercial and industrial loans | | | 72,882 | | | | 9.69 | | | | 69,812 | | | | 9.87 | | | | 57,349 | | | | 9.10 | |
Overdrafts | | | — | | | | 0.00 | | | | — | | | | 0.00 | | | | — | | | | 0.00 | |
Consumer loans | | | 76 | | | | 0.01 | | | | 93 | | | | 0.01 | | | | 111 | | | | 0.02 | |
Total loans | | | 752,093 | | | | 100.00 | % | | | 707,445 | | | | 100.00 | % | | | 630,009 | | | | 100.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Allowance for losses | | | (4,196 | ) | | | | | | | (3,506 | ) | | | | | | | (3,771 | ) | | | | |
Deferred loan (fees) costs, net | | | (56 | ) | | | | | | | 185 | | | | | | | | (99 | ) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Loans, net | | $ | 747,841 | | | | | | | $ | 704,124 | | | | | | | $ | 626,139 | | | | | |
Source: NorthEast Community Bancorp’s prospectus.
EXHIBIT I-10
NorthEast Community Bancorp, Inc.
Contractual Maturity by Loan Type
Exhibit I-10
NorthEast Community Bancorp, Inc.
Contractual Maturity by Loan Type
December 31, 2020
(Dollars in thousands) | | One- to Four-Family | | | Multi- Family | | | Mixed- Use | | | Non-Residential Real Estate | | | Construction | | | Commercial and Industrial | | | Overdrafts | | | Consumer | | | Total Loans | |
Amounts due in: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
One year or less | | $ | — | | | $ | 4,465 | | | $ | 894 | | | $ | 15,423 | | | $ | 377,919 | | | $ | 65,443 | | | $ | 452 | | | $ | 23 | | | $ | 464,619 | |
More than 1-5 years | | | 3,080 | | | | 31,376 | | | | 10,347 | | | | 18,503 | | | | 167,869 | | | | 22,034 | | | | — | | | | 19 | | | | 253,228 | |
More than 5-10 years | | | 1,816 | | | | 44,201 | | | | 18,175 | | | | 23,313 | | | | — | | | | 8,100 | | | | — | | | | — | | | | 90,505 | |
More than 10 years | | | 1,274 | | | | 10,464 | | | | 1,092 | | | | 3,526 | | | | — | | | | — | | | | — | | | | — | | | | 16,356 | |
Total | | $ | 6,170 | | | $ | 90,506 | | | $ | 30,508 | | | $ | 60,765 | | | $ | 545,788 | | | $ | 95,577 | | | $ | 452 | | | $ | 42 | | | $ | 829,356 | |
Source: NorthEast Community Bancorp’s prospectus.
EXHIBIT I-11
NorthEast Community Bancorp, Inc.
Non-Performing Assets
Exhibit I-11
NorthEast Community Bancorp, Inc.
Non-Performing Assets
| | At December 31, | |
(Dollars in thousands) | | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
Non-accrual loans: | | | | | | | | | | | | | | | | | | | | |
Residential real estate loans: | | | | | | | | | | | | | | | | | | | | |
Multifamily | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 197 | |
Mixed-use | | | — | | | | 415 | | | | 1,762 | | | | 1,585 | | | | 1,567 | |
Total residential real estate loans | | | — | | | | 415 | | | | 1,762 | | | | 1,585 | | | | 1,764 | |
| | | | | | | | | | | | | | | | | | | | |
Non-residential real estate loans | | | 3,572 | | | | 3,540 | | | | — | | | | — | | | | — | |
Construction loans | | | — | | | | — | | | | — | | | | — | | | | — | |
Commercial and industrial loans | | | — | | | | — | | | | — | | | | 2,919 | | | | 2,691 | |
Consumer loans | | | — | | | | — | | | | — | | | | — | | | | — | |
Total non-accrual loans | | | 3,572 | | | | 3,955 | | | | 1,762 | | | | 4,504 | | | | 4,455 | |
| | | | | | | | | | | | | | | | | | | | |
Accruing loans past due 90 days or more: | | | | | | | | | | | | | | | | | | | | |
Residential real estate loans: | | | | | | | | | | | | | | | | | | | | |
Multifamily | | | — | | | | — | | | | — | | | | 144 | | | | — | |
Total residential real estate loans | | | — | | | | — | | | | — | | | | 144 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Non-residential real estate loans | | | — | | | | — | | | | — | | | | — | | | | 481 | |
Construction loans | | | — | | | | — | | | | — | | | | — | | | | 400 | |
Commercial and industrial loans | | | — | | | | — | | | | 97 | | | | 99 | | | | — | |
Consumer loans | | | — | | | | — | | | | — | | | | 1 | | | | — | |
Total accruing loans past due 90 days or more | | | — | | | | — | | | | 97 | | | | 244 | | | | 881 | |
Total non-performing loans | | | 3,572 | | | | 3,955 | | | | 1,859 | | | | 4,748 | | | | 5,336 | |
| | | | | | | | | | | | | | | | | | | | |
Real estate owned | | | 1,996 | | | | 2,164 | | | | 2,164 | | | | 2,491 | | | | 6,272 | |
| | | | | | | | | | | | | | | | | | | | |
Total non-performing assets | | $ | 5,560 | | | $ | 6,119 | | | $ | 4,023 | | | $ | 7,239 | | | $ | 11,608 | |
| | | | | | | | | | | | | | | | | | | | |
Total non-performing loans to total loans | | | 0.43 | % | | | 0.53 | % | | | 0.25 | % | | | 0.67 | % | | | 0.85 | % |
| | | | | | | | | | | | | | | | | | | | |
Total non-performing assets to total assets | | | 0.58 | % | | | 0.64 | % | | | 0.46 | % | | | 0.89 | % | | | 1.58 | % |
Source: NorthEast Community Bancorp’s prospectus.
EXHIBIT I-12
NorthEast Community Bancorp, Inc.
Deposit Composition
Exhibit I-12
NorthEast Community Bancorp, Inc.
Deposit Composition
| | At December 31, | |
| | 2020 | | | 2019 | | | 2018 | |
(Dollars in thousands) | | Amount | | | Percent of Total Deposits | | | Amount | | | Percent of Total Deposits | | | Amount | | | Percent of Total Deposits | |
Demand deposits: | | | | | | | | | | | | | | | | | | | | | | | | |
Non-interest-bearing accounts | | $ | 221,371 | | | | 28.69 | % | | $ | 140,001 | | | | 17.97 | % | | $ | 108,353 | | | | 15.77 | % |
Now and money market accounts | | | 100,945 | | | | 13.08 | | | | 116,613 | | | | 14.97 | | | | 105,643 | | | | 15.37 | |
Savings accounts | | | 101,693 | | | | 13.18 | | | | 98,283 | | | | 12.61 | | | | 77,903 | | | | 11.34 | |
Certificates of deposit | | | 347,697 | | | | 45.05 | | | | 424,261 | | | | 54.45 | | | | 395,197 | | | | 57.52 | |
Total | | $ | 771,706 | | | | 100.00 | % | | $ | 779,158 | | | | 100.00 | % | | $ | 687,096 | | | | 100.00 | % |
Source: NorthEast Community Bancorp, Inc.’s prospectus.
EXHIBIT I-13
NorthEast Community Bancorp, Inc.
Maturity of Time Deposits
Exhibit I-13
NorthEast Community Bancorp, Inc.
Maturity of Time Deposits
| | Period to Maturity | | | | |
(Dollars in thousands) | | Less Than One Year | | | More than One Year to Two Years | | | More than Two Years to Three Years | | | More than Three Years to Four Years | | | More than Four Years | | | Total | | | Percent of Total Certificate Accounts | |
Less than 0.50% | | $ | 7,364 | | | $ | 157 | | | $ | — | | | $ | — | | | $ | 25,025 | | | $ | 32,546 | | | | 9.40 | |
0.50% to 0.99% | | | 73,238 | | | | 15,158 | | | | 3,532 | | | | 2,157 | | | | 677 | | | | 94,763 | | | | 27.30 | |
1.00% to 1.49% | | | 52,854 | | | | 35,873 | | | | 390 | | | | 147 | | | | 18,537 | | | | 107,801 | | | | 31.00 | |
1.50% to 1.99% | | | 16,557 | | | | 2,805 | | | | 608 | | | | 533 | | | | 483 | | | | 20,955 | | | | 6.00 | |
2.00% to 2.99% | | | 51,084 | | | | 14,679 | | | | 1,433 | | | | 4,228 | | | | 282 | | | | 71,706 | | | | 20.60 | |
3.00% and greater | | | 10,737 | | | | 2,709 | | | | 2,999 | | | | 3,451 | | | | — | | | | 19,896 | | | | 5.70 | |
Total | | $ | 211,834 | | | $ | 71,381 | | | $ | 8,962 | | | $ | 10,516 | | | $ | 45,004 | | | $ | 347,697 | | | | 100.00 | |
Source: NorthEast Community Bancorp’s prospectus.
EXHIBIT I-14
NorthEast Community Bancorp, Inc.
Borrowing Activity
Exhibit I-14
NorthEast Community Bancorp, Inc.
Borrowing Activity
| | At or For the Year Ended December 31, | |
(Dollars in thousands) | | 2020 | | | 2019 | | | 2018 | |
Maximum amount outstanding at any month-end during period: | | | | | | | | | |
Lines of credit | | — | | | — | | | — | |
Federal Home Loan Bank advances | | $ | 28,000 | | | $ | 38,405 | | | $ | 72,869 | |
Federal Home Loan Bank overnight borrowings | | | — | | | | — | | | | — | |
Federal Reserve Bank of New York overnight borrowings | | | — | | | | — | | | | — | |
Securities sold under repurchase agreements | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
Average outstanding balance during period: | | | | | | | | | | | | |
Lines of credit | | $ | — | | | $ | — | | | $ | 115 | |
Federal Home Loan Bank advances | | | 26,811 | | | | 28,095 | | | | 64,013 | |
Federal Home Loan Bank overnight borrowings | | | — | | | | — | | | | — | |
Federal Reserve Bank of New York overnight borrowings | | | — | | | | — | | | | — | |
Securities sold under repurchase agreements | | | — | | | | — | | | | — | |
| | | | | | | | | | | — | |
Weighted average interest rate during period: | | | | | | | | | | | | |
Lines of credit | | $ | — | | | $ | — | | | $ | 1.85 | |
Federal Home Loan Bank advances | | | 2.70 | | | | 2.64 | | | | 1.44 | |
Federal Home Loan Bank overnight borrowings | | | — | | | | — | | | | — | |
Federal Reserve Bank of New York overnight borrowings | | | — | | | | — | | | | — | |
Securities sold under repurchase agreements | | | — | | | | — | | | | — | |
| | | | | | | | | | | — | |
Balance outstanding at end of period: | | | | | | | | | | | | |
Lines of credit | | $ | — | | | $ | — | | | $ | — | |
Federal Home Loan Bank advances | | | 28,000 | | | | 21,000 | | | | 42,461 | |
Federal Home Loan Bank overnight borrowings | | | — | | | | — | | | | — | |
Federal Reserve Bank of New York overnight borrowings | | | — | | | | — | | | | — | |
Securities sold under repurchase agreements | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
Weighted average interest rate at end of period: | | | | | | | | | | | | |
Lines of credit | | $ | — | | | $ | — | | | $ | — | |
Federal Home Loan Bank advances | | | 2.52 | | | | 2.83 | | | | 1.87 | |
Federal Home Loan Bank overnight borrowings | | | — | | | | — | | | | — | |
Federal Reserve Bank of Philadelphia overnight borrowings | | | — | | | | — | | | | — | |
Securities sold under repurchase agreements | | | — | | | | — | | | | — | |
Source: NorthEast Community Bancorp’s prospectus.
EXHIBIT II-1
Description of Office Properties
Exhibit II-1
NorthEast Community Bancorp, Inc.
Description of Office Properties
Properties
At December 31, 2020, we conducted business through our administrative headquarters located in White Plains, New York and through our nine branch offices located in Bronx, New York, Rockland, Orange and Westchester Counties in New York and Essex, Middlesex and Norfolk Counties in Massachusetts and three loan production offices located in White Plains and New City, New York and Danvers, Massachusetts. We also have a wealth management office in Westport, Connecticut. At December 31, 2020, we leased six of our offices, and the total net book value of our land, buildings, furniture, fixtures and equipment was $18.7 million.
Source: NorthEast Community Bancorp’s prospectus.
EXHIBIT II-2
Historical Interest Rates
Exhibit II-2
Historical Interest Rates(1)
| | | | | | | | | | | | | | |
| | | | Prime | | | 90 Day | | | One Year | | | 10 Year | |
Year/Qtr. Ended | | Rate | | | T-Note | | | T-Note | | | T-Note | |
2007: | Quarter 1 | | | | 8.25 | % | | | 5.04 | % | | | 4.90 | % | | | 4.65 | % |
| Quarter 2 | | | | 8.25 | % | | | 4.82 | % | | | 4.91 | % | | | 5.03 | % |
| Quarter 3 | | | | 7.75 | % | | | 3.82 | % | | | 4.05 | % | | | 4.59 | % |
| Quarter 4 | | | | 7.25 | % | | | 3.36 | % | | | 3.34 | % | | | 3.91 | % |
| | | | | | | | | | | | | | | | | | |
2008: | Quarter 1 | | | | 5.25 | % | | | 1.38 | % | | | 1.55 | % | | | 3.45 | % |
| Quarter 2 | | | | 5.00 | % | | | 1.90 | % | | | 2.36 | % | | | 3.99 | % |
| Quarter 3 | | | | 5.00 | % | | | 0.92 | % | | | 1.78 | % | | | 3.85 | % |
| Quarter 4 | | | | 3.25 | % | | | 0.11 | % | | | 0.37 | % | | | 2.25 | % |
| | | | | | | | | | | | | | | | | | |
2009: | Quarter 1 | | | | 3.25 | % | | | 0.21 | % | | | 0.57 | % | | | 2.71 | % |
| Quarter 2 | | | | 3.25 | % | | | 0.19 | % | | | 0.56 | % | | | 3.53 | % |
| Quarter 3 | | | | 3.25 | % | | | 0.14 | % | | | 0.40 | % | | | 3.31 | % |
| Quarter 4 | | | | 3.25 | % | | | 0.06 | % | | | 0.47 | % | | | 3.85 | % |
| | | | | | | | | | | | | | | | | | |
2010: | Quarter 1 | | | | 3.25 | % | | | 0.16 | % | | | 0.41 | % | | | 3.84 | % |
| Quarter 2 | | | | 3.25 | % | | | 0.18 | % | | | 0.32 | % | | | 2.97 | % |
| Quarter 3 | | | | 3.25 | % | | | 0.18 | % | | | 0.32 | % | | | 2.97 | % |
| Quarter 4 | | | | 3.25 | % | | | 0.12 | % | | | 0.29 | % | | | 3.30 | % |
| | | | | | | | | | | | | | | | | | |
2011: | Quarter 1 | | | | 3.25 | % | | | 0.09 | % | | | 0.30 | % | | | 3.47 | % |
| Quarter 2 | | | | 3.25 | % | | | 0.03 | % | | | 0.19 | % | | | 3.18 | % |
| Quarter 3 | | | | 3.25 | % | | | 0.02 | % | | | 0.13 | % | | | 1.92 | % |
| Quarter 4 | | | | 3.25 | % | | | 0.02 | % | | | 0.12 | % | | | 1.89 | % |
| | | | | | | | | | | | | | | | | | |
2012: | Quarter 1 | | | | 3.25 | % | | | 0.07 | % | | | 0.19 | % | | | 2.23 | % |
| Quarter 2 | | | | 3.25 | % | | | 0.09 | % | | | 0.21 | % | | | 1.67 | % |
| Quarter 3 | | | | 3.25 | % | | | 0.10 | % | | | 0.17 | % | | | 1.65 | % |
| Quarter 4 | | | | 3.25 | % | | | 0.05 | % | | | 0.16 | % | | | 1.78 | % |
| | | | | | | | | | | | | | | | | | |
2013: | Quarter 1 | | | | 3.25 | % | | | 0.07 | % | | | 0.14 | % | | | 1.87 | % |
| Quarter 2 | | | | 3.25 | % | | | 0.04 | % | | | 0.15 | % | | | 2.52 | % |
| Quarter 3 | | | | 3.25 | % | | | 0.02 | % | | | 0.10 | % | | | 2.64 | % |
| Quarter 4 | | | | 3.25 | % | | | 0.07 | % | | | 0.13 | % | | | 3.04 | % |
| | | | | | | | | | | | | | | | | | |
2014: | Quarter 1 | | | | 3.25 | % | | | 0.05 | % | | | 0.13 | % | | | 2.73 | % |
| Quarter 2 | | | | 3.25 | % | | | 0.04 | % | | | 0.11 | % | | | 2.53 | % |
| Quarter 3 | | | | 3.25 | % | | | 0.02 | % | | | 0.13 | % | | | 2.52 | % |
| Quarter 4 | | | | 3.25 | % | | | 0.04 | % | | | 0.25 | % | | | 2.17 | % |
| | | | | | | | | | | | | | | | | | |
2015: | Quarter 1 | | | | 3.25 | % | | | 0.03 | % | | | 0.26 | % | | | 1.94 | % |
| Quarter 2 | | | | 3.25 | % | | | 0.01 | % | | | 0.28 | % | | | 2.35 | % |
| Quarter 3 | | | | 3.25 | % | | | 0.00 | % | | | 0.33 | % | | | 2.06 | % |
| Quarter 4 | | | | 3.50 | % | | | 0.16 | % | | | 0.65 | % | | | 2.27 | % |
| | | | | | | | | | | | | | | | | | |
2016: | Quarter 1 | | | | 3.50 | % | | | 0.21 | % | | | 0.59 | % | | | 1.78 | % |
| Quarter 2 | | | | 3.50 | % | | | 0.26 | % | | | 0.45 | % | | | 1.49 | % |
| Quarter 3 | | | | 3.50 | % | | | 0.29 | % | | | 0.59 | % | | | 1.60 | % |
| Quarter 4 | | | | 3.75 | % | | | 0.51 | % | | | 0.85 | % | | | 2.45 | % |
| | | | | | | | | | | | | | | | | | |
2017: | Quarter 1 | | | | 4.00 | % | | | 0.76 | % | | | 1.03 | % | | | 2.40 | % |
| Quarter 2 | | | | 4.25 | % | | | 1.03 | % | | | 1.24 | % | | | 2.31 | % |
| Quarter 3 | | | | 4.25 | % | | | 1.06 | % | | | 1.31 | % | | | 2.33 | % |
| Quarter 4 | | | | 4.50 | % | | | 1.39 | % | | | 1.76 | % | | | 2.40 | % |
| | | | | | | | | | | | | | | | | | |
2018: | Quarter 1 | | | | 4.75 | % | | | 1.73 | % | | | 2.09 | % | | | 2.74 | % |
| Quarter 2 | | | | 5.00 | % | | | 1.93 | % | | | 2.33 | % | | | 2.85 | % |
| Quarter 3 | | | | 5.25 | % | | | 2.19 | % | | | 2.59 | % | | | 3.05 | % |
| Quarter 4 | | | | 5.50 | % | | | 2.45 | % | | | 2.63 | % | | | 2.69 | % |
| | | | | | | | | | | | | | | | | | |
2019: | Quarter 1 | | | | 5.50 | % | | | 2.40 | % | | | 2.40 | % | | | 2.41 | % |
| Quarter 2 | | | | 5.00 | % | | | 2.12 | % | | | 1.92 | % | | | 2.00 | % |
| Quarter 3 | | | | 4.75 | % | | | 1.88 | % | | | 1.75 | % | | | 1.68 | % |
| Quarter 4 | | | | 4.75 | % | | | 1.55 | % | | | 1.59 | % | | | 1.92 | % |
| | | | | | | | | | | | | | | | | | |
2020: | Quarter 1 | | | | 3.25 | % | | | 0.11 | % | | | 0.17 | % | | | 0.70 | % |
| Quarter 2 | | | | 3.25 | % | | | 0.16 | % | | | 0.16 | % | | | 0.66 | % |
| Quarter 3 | | | | 3.25 | % | | | 0.10 | % | | | 0.12 | % | | | 0.69 | % |
| Quarter 4 | | | | 3.25 | % | | | 0.09 | % | | | 0.10 | % | | | 0.93 | % |
As of February 5, 2021 | | | | 3.25 | % | | | 0.03 | % | | | 0.06 | % | | | 1.19 | % |
(1) End of period data.
Sources: Federal Reserve and The Wall Street Journal.
EXHIBIT III-1
Characteristics of Publicly-Traded Thrifts
Exhibit III-1
Characteristics of Publicly-Traded Thrifts
February 5, 2021
| | | | | | | | | | | | | | | | | | | | As of | |
| | | | | | | | | | | | | | | | | | | | February 5, 2021 | |
| | | | | | | | | | | | Total | | | | Fiscal | | Conv. | | Stock | | Market | |
Ticker | | Financial Institution | | Exchange | | Region | | City | | State | | Assets | | Offices | | Mth End | | Date | | Price | | Value | |
| | | | | | | | | | | | ($Mil) | | | | | | | | ($) | | ($Mil) | |
AFBI | | Affinity Bancshares, Inc. | | NASDAQCM | | SE | | Covington | | GA | | $ | 888 | | 3 | | Dec | | 4/27/17 | | $ | 10.75 | | $ | 74 | |
AX | | Axos Financial, Inc. | | NYSE | | WE | | Las Vegas | | NV | | $ | 13,382 | | 1 | | Jun | | 3/14/05 | | $ | 43.95 | | $ | 2,595 | |
BYFC | | Broadway Financial Corporation | | NASDAQCM | | WE | | Los Angeles | | CA | | $ | 499 | | 3 | | Dec | | 1/8/96 | | $ | 2.21 | | $ | 41 | |
CFFN | | Capitol Federal Financial, Inc. | | NASDAQGS | | MW | | Topeka | | KS | | $ | 9,487 | | 54 | | Sep | | 3/31/99 | | $ | 12.65 | | $ | 1,711 | |
CARV | | Carver Bancorp, Inc. | | NASDAQCM | | MA | | New York | | NY | | $ | 673 | | 7 | | Mar | | 10/24/94 | | $ | 8.90 | | $ | 27 | |
CBMB | | CBM Bancorp, Inc. | | NASDAQCM | | MA | | Baltimore | | MD | | $ | 232 | | 4 | | Dec | | 9/27/18 | | $ | 13.95 | | $ | 48 | |
CNNB | | Cincinnati Bancorp, Inc. | | NASDAQCM | | MW | | Cincinnati | | OH | | $ | 232 | | 6 | | Dec | | 10/14/15 | | $ | 11.96 | | $ | 36 | |
ESBK | | Elmira Savings Bank | | NASDAQCM | | MA | | Elmira | | NY | | $ | 674 | | 12 | | Dec | | 3/1/85 | | $ | 12.24 | | $ | 43 | |
ESSA | | ESSA Bancorp, Inc. | | NASDAQGS | | MA | | Stroudsburg | | PA | | $ | 1,894 | | 23 | | Sep | | 4/3/07 | | $ | 15.59 | | $ | 157 | |
FFBW | | FFBW, Inc. | | NASDAQCM | | MW | | Brookfield | | WI | | $ | 286 | | 7 | | Dec | | 10/10/17 | | $ | 10.42 | | $ | 74 | |
FNWB | | First Northwest Bancorp | | NASDAQGM | | WE | | Port Angeles | | WA | | $ | 1,565 | | 12 | | Dec | | 1/29/15 | | $ | 15.71 | | $ | 149 | |
FBC | | Flagstar Bancorp, Inc. | | NYSE | | MW | | Troy | | MI | | $ | 29,476 | | 159 | | Dec | | 4/30/97 | | $ | 45.06 | | $ | 2,373 | |
FSBW | | FS Bancorp, Inc. | | NASDAQCM | | WE | | Mountlake Terrace | | WA | | $ | 2,055 | | 23 | | Dec | | 7/9/12 | | $ | 58.85 | | $ | 253 | |
GBNY | | Generations Bancorp NY, Inc. | | NASDAQCM | | MA | | Seneca Falls | | NY | | | #VALUE! | | 11 | | Dec | | 7/10/06 | | $ | 9.74 | | $ | 24 | |
HONE | | HarborOne Bancorp, Inc. | | NASDAQGS | | NE | | Brockton | | MA | | $ | 4,428 | | 29 | | Dec | | 6/29/16 | | $ | 11.32 | | $ | 616 | |
HIFS | | Hingham Institution for Savings | | NASDAQGM | | NE | | Hingham | | MA | | $ | 2,719 | | 10 | | Dec | | 12/13/88 | | $ | 236.30 | | $ | 505 | |
HMNF | | HMN Financial, Inc. | | NASDAQGM | | MW | | Rochester | | MN | | $ | 898 | | 14 | | Dec | | 6/30/94 | | $ | 19.00 | | $ | 91 | |
HFBL | | Home Federal Bancorp, Inc. of Louisiana | | NASDAQCM | | SW | | Shreveport | | LA | | $ | 542 | | 8 | | Jun | | 1/18/05 | | $ | 29.09 | | $ | 45 | |
HVBC | | HV Bancorp, Inc. | | NASDAQCM | | MA | | Doylestown | | PA | | $ | 508 | | 5 | | Dec | | 1/11/17 | | $ | 16.81 | | $ | 34 | |
IROQ | | IF Bancorp, Inc. | | NASDAQCM | | MW | | Watseka | | IL | | $ | 726 | | 8 | | Jun | | 7/7/11 | | $ | 20.50 | | $ | 66 | |
KRNY | | Kearny Financial Corp. | | NASDAQGS | | MA | | Fairfield | | NJ | | $ | 7,310 | | 49 | | Jun | | 2/23/05 | | $ | 10.65 | | $ | 922 | |
EBSB | | Meridian Bancorp, Inc. | | NASDAQGS | | NE | | Peabody | | MA | | $ | 6,567 | | 43 | | Dec | | 1/22/08 | | $ | 15.91 | | $ | 799 | |
MSVB | | Mid-Southern Bancorp, Inc. | | NASDAQCM | | MW | | Salem | | IN | | $ | 218 | | 3 | | Dec | | 4/8/98 | | $ | 16.24 | | $ | 48 | |
NYCB | | New York Community Bancorp, Inc. | | NYSE | | MA | | Westbury | | NY | | $ | 54,932 | | 239 | | Dec | | 11/23/93 | | $ | 10.41 | | $ | 4,829 | |
NFBK | | Northfield Bancorp, Inc. | | NASDAQGS | | MA | | Woodbridge | | NJ | | $ | 5,589 | | 38 | | Dec | | 11/7/07 | | $ | 13.22 | | $ | 690 | |
NWBI | | Northwest Bancshares, Inc. | | NASDAQGS | | MA | | Warren | | PA | | $ | 13,789 | | 171 | | Dec | | 11/4/94 | | $ | 13.17 | | $ | 1,673 | |
PCSB | | PCSB Financial Corporation | | NASDAQCM | | MA | | Yorktown Heights | | NY | | $ | 1,791 | | 16 | | Jun | | 4/20/17 | | $ | 15.75 | | $ | 241 | |
PVBC | | Provident Bancorp, Inc. | | NASDAQCM | | NE | | Amesbury | | MA | | $ | 1,498 | | 7 | | Dec | | 7/15/15 | | $ | 12.10 | | $ | 219 | |
PROV | | Provident Financial Holdings, Inc. | | NASDAQGS | | WE | | Riverside | | CA | | $ | 1,184 | | 14 | | Jun | | 6/27/96 | | $ | 15.40 | | $ | 115 | |
PFS | | Provident Financial Services, Inc. | | NYSE | | MA | | Jersey City | | NJ | | $ | 12,871 | | 101 | | Dec | | 1/15/03 | | $ | 18.99 | | $ | 1,446 | |
PBIP | | Prudential Bancorp, Inc. | | NASDAQGM | | MA | | Philadelphia | | PA | | $ | 1,223 | | 10 | | Sep | | 3/29/05 | | $ | 12.69 | | $ | 101 | |
RNDB | | Randolph Bancorp, Inc. | | NASDAQGM | | NE | | Stoughton | | MA | | $ | 723 | | 5 | | Dec | | 7/1/16 | | $ | 20.00 | | $ | 103 | |
RVSB | | Riverview Bancorp, Inc. | | NASDAQGS | | WE | | Vancouver | | WA | | $ | 1,425 | | 17 | | Mar | | 10/26/93 | | $ | 5.62 | | $ | 126 | |
SVBI | | Severn Bancorp, Inc. | | NASDAQCM | | MA | | Annapolis | | MD | | $ | 939 | | 7 | | Dec | | | | $ | 7.80 | | $ | 100 | |
STXB | | Spirit of Texas Bancshares, Inc. | | NASDAQGS | | SW | | Conroe | | TX | | $ | 2,925 | | 37 | | Dec | | 5/3/18 | | $ | 19.37 | | $ | 331 | |
SBT | | Sterling Bancorp, Inc. | | NASDAQCM | | MW | | Southfield | | MI | | $ | 3,937 | | 30 | | Dec | | 11/16/17 | | $ | 5.11 | | $ | 255 | |
TBNK | | Territorial Bancorp Inc. | | NASDAQGS | | WE | | Honolulu | | HI | | $ | 2,106 | | 30 | | Dec | | 7/13/09 | | $ | 24.77 | | $ | 226 | |
TSBK | | Timberland Bancorp, Inc. | | NASDAQGM | | WE | | Hoquiam | | WA | | $ | 1,566 | | 24 | | Sep | | 1/12/98 | | $ | 27.10 | | $ | 225 | |
TBK | | Triumph Bancorp, Inc. | | NASDAQGS | | SW | | Dallas | | TX | | $ | 5,837 | | 64 | | Dec | | 11/6/14 | | $ | 64.06 | | $ | 1,580 | |
TRST | | TrustCo Bank Corp NY | | NASDAQGS | | MA | | Glenville | | NY | | $ | 5,736 | | 148 | | Dec | | | | $ | 6.51 | | $ | 628 | |
WSBF | | Waterstone Financial, Inc. | | NASDAQGS | | MW | | Wauwatosa | | WI | | $ | 2,221 | | 16 | | Dec | | 10/4/05 | | $ | 19.19 | | $ | 455 | |
WNEB | | Western New England Bancorp, Inc. | | NASDAQGS | | NE | | Westfield | | MA | | $ | 2,487 | | 27 | | Dec | | 12/27/01 | | $ | 7.23 | | $ | 165 | |
WSFS | | WSFS Financial Corporation | | NASDAQGS | | MA | | Wilmington | | DE | | $ | 13,830 | | 93 | | Dec | | 11/26/86 | | $ | 45.26 | | $ | 2,161 | |
WVFC | | WVS Financial Corp. | | NASDAQGM | | MA | | Pittsburgh | | PA | | $ | 332 | | 6 | | Jun | | 11/29/93 | | $ | 15.15 | | $ | 26 | |
BCOW | | 1895 Bancorp Of Wisconsin, Inc. (MHC) | | NASDAQCM | | MW | | Greenfield | | WI | | $ | 505 | | 6 | | Dec | | 1/8/19 | | $ | 9.85 | | $ | 45 | |
BSBK | | Bogota Financial Corp. (MHC) | | NASDAQCM | | MA | | Teaneck | | NJ | | $ | 754 | | 4 | | Dec | | 1/15/20 | | $ | 9.12 | | $ | 120 | |
CLBK | | Columbia Financial, Inc. (MHC) | | NASDAQGS | | MA | | Fair Lawn | | NJ | | $ | 8,865 | | 61 | | Dec | | 4/19/18 | | $ | 15.80 | | $ | 1,753 | |
FSEA | | First Seacoast Bancorp (MHC) | | NASDAQCM | | NE | | Dover | | NH | | $ | 477 | | 5 | | Dec | | 7/16/19 | | $ | 8.73 | | $ | 51 | |
GCBC | | Greene County Bancorp, Inc. (MHC) | | NASDAQCM | | MA | | Catskill | | NY | | $ | 1,799 | | 19 | | Jun | | 12/30/98 | | $ | 24.70 | | $ | 210 | |
KFFB | | Kentucky First Federal Bancorp (MHC) | | NASDAQGM | | MW | | Frankfort | | KY | | $ | 328 | | 7 | | Jun | | 3/2/05 | | $ | 6.46 | | $ | 53 | |
LSBK | | Lake Shore Bancorp, Inc. (MHC) | | NASDAQGM | | MA | | Dunkirk | | NY | | $ | 683 | | 12 | | Dec | | 4/3/06 | | $ | 13.44 | | $ | 77 | |
MGYR | | Magyar Bancorp, Inc. (MHC) | | NASDAQGM | | MA | | New Brunswick | | NJ | | $ | 754 | | 7 | | Sep | | 1/23/06 | | $ | 10.61 | | $ | 62 | |
OFED | | Oconee Federal Financial Corp. (MHC) | | NASDAQCM | | SE | | Seneca | | SC | | $ | 520 | | 8 | | Jun | | 1/13/11 | | $ | 24.00 | | $ | 135 | |
PDLB | | PDL Community Bancorp (MHC) | | NASDAQGM | | MA | | Bronx | | NY | | $ | 1,277 | | 14 | | Dec | | 9/29/17 | | $ | 9.72 | | $ | 161 | |
PBFS | | Pioneer Bancorp, Inc. (MHC) | | NASDAQCM | | MA | | Albany | | NY | | $ | 1,629 | | 23 | | Jun | | 7/17/19 | | $ | 10.91 | | $ | 273 | |
RBKB | | Rhinebeck Bancorp, Inc. (MHC) | | NASDAQCM | | MA | | Poughkeepsie | | NY | | $ | 1,113 | | 15 | | Dec | | 1/16/19 | | $ | 9.21 | | $ | 99 | |
TFSL | | TFS Financial Corporation (MHC) | | NASDAQGS | | MW | | Cleveland | | OH | | $ | 14,642 | | 37 | | Sep | | 4/20/07 | | $ | 17.53 | | $ | 4,848 | |
Source: S&P Global Market Intelligence.
EXHIBIT III-2
Public Market Pricing of Mid-Atlantic and New England Thrifts
Exhibit III-2
Public Market Pricing of Mid-Atlantic and New England Institutions
As of February 5, 2021
| | | | Market | | | Per Share Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Capitalization | | | Core | | | Book | | | | | | | | | | | | | | | | | | Dividends(3) | | | Financial Characteristics(5) | |
| | | | Price/ | | | Market | | | 12 Month | | | Value/ | | | Pricing Ratios(2) | | | Amount/ | | | | | | Payout | | | Total | | | Equity/ | | | Tang. Eq./ | | | NPAs/ | | | Reported | | | Core | |
| | | Share | | | Value | | | EPS(1) | | | Share | | | P/E | | | P/B | | | P/A | | | P/TB | | | P/Core | | | Share | | | Yield | | | Ratio(4) | | | Assets | | | Assets | | | T. Assets | | | Assets | | | ROAA | | | ROAE | | | ROAA | | | ROAE | |
| | | | ($) | | | ($Mil) | | | ($) | | | ($) | | | (x) | | | (%) | | | (%) | | | (%) | | | (x) | | | ($) | | | (%) | | | (%) | | | ($Mil) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | |
All Non-MHC Public Companies(6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | $ | 23.33 | | | $ | 601.07 | | | $ | 1.85 | | | $ | 19.90 | | | | 13.96 | | | | 103.6 | % | | | 12.9 | % | | | 114.7 | % | | | 13.98 | | | $ | 0.43 | | | | 2.36 | % | | | 47 | % | | $ | 5,167 | | | | 12.62 | % | | | 11.78 | % | | | 0.69 | % | | | 0.84 | % | | | 6.91 | % | | | 0.87 | % | | | 7.23 | % |
Median | | | $ | 15.28 | | | $ | 192.19 | | | $ | 0.87 | | | $ | 15.86 | | | | 12.66 | | | | 94.1 | % | | | 11.6 | % | | | 100.8 | % | | | 13.14 | | | $ | 0.32 | | | | 2.21 | % | | | 36 | % | | $ | 1,791 | | | | 11.51 | % | | | 10.33 | % | | | 0.55 | % | | | 0.76 | % | | | 5.88 | % | | | 0.78 | % | | | 6.15 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | $ | 23.90 | | | $ | 676.53 | | | $ | 1.69 | | | $ | 20.30 | | | | 14.31 | x | | | 96.95 | % | | | 11.70 | % | | | 108.27 | % | | | 14.05 | x | | $ | 0.45 | | | | 2.74 | % | | | 55.10 | % | | $ | 6,397 | | | | 12.21 | % | | | 11.11 | % | | | 0.72 | % | | | 0.76 | % | | | 6.22 | % | | | 0.75 | % | | | 6.12 | % |
Medians | | | $ | 13.17 | | | $ | 219.00 | | | $ | 0.74 | | | $ | 14.31 | | | | 13.73 | x | | | 92.27 | % | | | 11.76 | % | | | 97.72 | % | | | 13.43 | x | | $ | 0.32 | | | | 2.64 | % | | | 44.44 | % | | $ | 2,190 | | | | 11.48 | % | | | 10.08 | % | | | 0.65 | % | | | 0.76 | % | | | 5.54 | % | | | 0.74 | % | | | 5.63 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CARV | Carver Bancorp, Inc. | | NY | $ | 8.90 | | | $ | 27.26 | | | ($ | 1.44 | ) | | $ | 9.91 | | | | NM | | | | 89.80 | % | | | 3.89 | % | | | 89.80 | % | | | NM | | | $ | 0.00 | | | | 0.00 | % | | | NA | | | $ | 673 | | | | 6.90 | % | | | 6.90 | % | | | 1.25 | % | | | -0.79 | % | | | -9.90 | % | | | -0.90 | % | | | -11.29 | % |
CBMB | CBM Bancorp, Inc. | | MD | $ | 13.95 | | | $ | 48.02 | | | $ | 0.17 | | | $ | 14.34 | | | | NM | | | | 97.29 | % | | | 22.31 | % | | | 97.29 | % | | | NM | | | | NA | | | | NA | | | | 250.00 | % | | $ | 232 | | | | 22.94 | % | | | 22.94 | % | | | 0.55 | % | | | 0.32 | % | | | 1.27 | % | | | 0.27 | % | | | 1.07 | % |
ESBK | Elmira Savings Bank | | NY | $ | 12.24 | | | $ | 43.12 | | | $ | 1.09 | | | $ | 17.01 | | | | 10.29 | x | | | 71.03 | % | | | 6.69 | % | | | 89.11 | % | | | 10.30 | x | | $ | 0.60 | | | | 4.90 | % | | | 57.14 | % | | $ | 674 | | | | 8.90 | % | | | 7.20 | % | | | NA | | | | 0.60 | % | | | 6.42 | % | | | 0.60 | % | | | 6.44 | % |
ESSA | ESSA Bancorp, Inc. | | PA | $ | 15.59 | | | $ | 157.22 | | | $ | 1.38 | | | $ | 17.60 | | | | 10.68 | x | | | 86.89 | % | | | 9.03 | % | | | 93.91 | % | | | 10.71 | x | | $ | 0.44 | | | | 2.82 | % | | | 30.14 | % | | $ | 1,894 | | | | 10.11 | % | | | 9.41 | % | | | 1.09 | % | | | 0.76 | % | | | 7.43 | % | | | 0.75 | % | | | 7.37 | % |
GBNY | Generations Bancorp NY, Inc. | | NY | $ | 9.74 | | | $ | 23.94 | | | | NA | | | | NA | | | | NM | | | | NA | | | | NA | | | | NA | | | | NM | | | | NA | | | | NA | | | | NA | | | | NA | | | | NA | | | | NA | | | | NA | | | | NA | | | | NA | | | | NA | | | | NA | |
HVBC | HV Bancorp, Inc. | | PA | $ | 16.81 | | | $ | 33.81 | | | $ | 1.87 | | | $ | 16.75 | | | | 8.76 | x | | | 100.35 | % | | | 7.36 | % | | | 100.35 | % | | | 9.01 | x | | | NA | | | | NA | | | | NA | | | $ | 508 | | | | 7.33 | % | | | 7.33 | % | | | 0.49 | % | | | 1.02 | % | | | 11.87 | % | | | 0.99 | % | | | 11.54 | % |
KRNY | Kearny Financial Corp. | | NJ | $ | 10.65 | | | $ | 922.29 | | | $ | 0.58 | | | $ | 12.56 | | | | 17.46 | x | | | 82.81 | % | | | 12.33 | % | | | 104.93 | % | | | 16.59 | x | | $ | 0.32 | | | | 3.00 | % | | | 52.46 | % | | $ | 7,310 | | | | 15.38 | % | | | 12.81 | % | | | 0.72 | % | | | 0.66 | % | | | 4.11 | % | | | 0.70 | % | | | 4.40 | % |
NYCB | New York Community Bancorp, Inc. | | NY | $ | 10.41 | | | $ | 4,829.22 | | | $ | 0.83 | | | $ | 13.43 | | | | 10.21 | x | | | 76.18 | % | | | 8.65 | % | | | 123.43 | % | | | 10.30 | x | | $ | 0.68 | | | | 6.53 | % | | | 66.67 | % | | $ | 54,932 | | | | 12.26 | % | | | 8.21 | % | | | 0.13 | % | | | 0.79 | % | | | 6.32 | % | | | 0.78 | % | | | 6.25 | % |
NFBK | Northfield Bancorp, Inc. | | NJ | $ | 13.22 | | | $ | 690.21 | | | $ | 0.78 | | | $ | 14.26 | | | | 17.39 | x | | | 91.54 | % | | | 12.52 | % | | | 96.94 | % | | | 15.30 | x | | $ | 0.44 | | | | 3.33 | % | | | 57.89 | % | | $ | 5,589 | | | | 13.55 | % | | | 12.89 | % | | | 0.39 | % | | | 0.67 | % | | | 4.78 | % | | | 0.73 | % | | | 5.26 | % |
NWBI | Northwest Bancshares, Inc. | | PA | $ | 13.17 | | | $ | 1,672.85 | | | $ | 0.70 | | | $ | 12.11 | | | | 21.24 | x | | | 108.72 | % | | | 12.12 | % | | | 147.19 | % | | | 16.48 | x | | $ | 0.76 | | | | 5.77 | % | | | 122.58 | % | | $ | 13,789 | | | | 11.22 | % | | | 8.52 | % | | | 0.92 | % | | | 0.54 | % | | | 4.53 | % | | | 0.68 | % | | | 5.70 | % |
PCSB | PCSB Financial Corporation | | NY | $ | 15.75 | | | $ | 241.41 | | | $ | 0.59 | | | $ | 16.45 | | | | 25.00 | x | | | 94.14 | % | | | 14.17 | % | | | 96.39 | % | | | 24.90 | x | | $ | 0.16 | | | | 1.02 | % | | | 25.40 | % | | $ | 1,791 | | | | 15.28 | % | | | 14.98 | % | | | NA | | | | 0.54 | % | | | 3.34 | % | | | 0.54 | % | | | 3.36 | % |
PFS | Provident Financial Services, Inc. | | NJ | $ | 18.99 | | | $ | 1,446.18 | | | $ | 1.32 | | | $ | 20.41 | | | | 13.66 | x | | | 90.99 | % | | | 11.41 | % | | | 127.76 | % | | | 13.22 | x | | $ | 0.92 | | | | 4.84 | % | | | 66.19 | % | | $ | 12,871 | | | | 12.44 | % | | | 9.30 | % | | | 0.71 | % | | | 0.78 | % | | | 5.70 | % | | | 0.84 | % | | | 6.15 | % |
PBIP | Prudential Bancorp, Inc. | | PA | $ | 12.69 | | | $ | 101.48 | | | $ | 0.58 | | | $ | 15.86 | | | | 11.97 | x | | | 77.32 | % | | | 8.50 | % | | | 81.30 | % | | | NM | | | $ | 0.28 | | | | 2.21 | % | | | 66.98 | % | | $ | 1,223 | | | | 10.55 | % | | | 10.08 | % | | | 1.10 | % | | | 0.76 | % | | | 6.88 | % | | | 0.39 | % | | | 3.56 | % |
SVBI | Severn Bancorp, Inc. | | MD | $ | 7.80 | | | $ | 99.98 | | | $ | 0.42 | | | $ | 8.45 | | | | 15.00 | x | | | 91.15 | % | | | 10.49 | % | | | 92.08 | % | | | 14.87 | x | | $ | 0.16 | | | | 2.05 | % | | | 30.77 | % | | $ | 939 | | | | 11.53 | % | | | 11.43 | % | | | 1.57 | % | | | 0.63 | % | | | 5.06 | % | | | 0.64 | % | | | 5.11 | % |
TRST | TrustCo Bank Corp NY | | NY | $ | 6.51 | | | $ | 627.78 | | | $ | 0.53 | | | $ | 5.81 | | | | 11.99 | x | | | 110.49 | % | | | 10.64 | % | | | 110.60 | % | | | 12.20 | x | | $ | 0.27 | | | | 4.19 | % | | | 50.19 | % | | $ | 5,736 | | | | 9.77 | % | | | 9.76 | % | | | 0.59 | % | | | 0.97 | % | | | 9.64 | % | | | 0.95 | % | | | 9.47 | % |
WSFS | WSFS Financial Corporation | | DE | $ | 45.26 | | | $ | 2,161.44 | | | $ | 2.02 | | | $ | 36.77 | | | | 19.94 | x | | | 120.63 | % | | | 15.08 | % | | | 175.11 | % | | | 22.48 | x | | $ | 0.48 | | | | 1.06 | % | | | 21.15 | % | | $ | 13,830 | | | | 13.46 | % | | | 9.83 | % | | | 0.33 | % | | | 0.78 | % | | | 5.38 | % | | | 0.80 | % | | | 5.55 | % |
WVFC | WVS Financial Corp. | | PA | $ | 15.15 | | | $ | 26.33 | | | $ | 1.22 | | | $ | 19.94 | | | | 15.30 | x | | | 75.00 | % | | | 9.08 | % | | | 75.00 | % | | | 15.10 | x | | $ | 0.40 | | | | 2.64 | % | | | 40.40 | % | | $ | 332 | | | | 11.42 | % | | | 11.42 | % | | | 0.00 | % | | | 0.59 | % | | | 5.88 | % | | | 0.60 | % | | | 5.96 | % |
HONE | HarborOne Bancorp, Inc. | | MA | $ | 11.32 | | | $ | 616.39 | | | $ | 0.61 | | | $ | 11.90 | | | | 13.80 | x | | | 93.00 | % | | | 14.44 | % | | | 104.09 | % | | | 13.43 | x | | $ | 0.12 | | | | 1.06 | % | | | 10.98 | % | | $ | 4,428 | | | | 15.67 | % | | | 14.23 | % | | | 1.22 | % | | | 0.76 | % | | | 4.66 | % | | | 0.80 | % | | | 4.91 | % |
HIFS | Hingham Institution for Savings | | MA | $ | 236.30 | | | $ | 504.95 | | | $ | 18.50 | | | $ | 130.24 | | | | 10.16 | x | | | 172.45 | % | | | 17.68 | % | | | 172.45 | % | | | 11.64 | x | | $ | 1.88 | | | | 0.80 | % | | | 10.62 | % | | $ | 2,719 | | | | 10.24 | % | | | 10.24 | % | | | 0.27 | % | | | 1.71 | % | | | 17.54 | % | | | 1.53 | % | | | 15.71 | % |
EBSB | Meridian Bancorp, Inc. | | MA | $ | 15.91 | | | $ | 799.05 | | | $ | 1.21 | | | $ | 14.28 | | | | 12.33 | x | | | 108.46 | % | | | 12.60 | % | | | 111.66 | % | | | 13.05 | x | | $ | 0.32 | | | | 2.01 | % | | | 24.81 | % | | $ | 6,567 | | | | 11.39 | % | | | 11.09 | % | | | 0.08 | % | | | 1.00 | % | | | 8.73 | % | | | 0.97 | % | | | 8.46 | % |
PVBC | Provident Bancorp, Inc. | | MA | $ | 12.10 | | | $ | 219.00 | | | $ | 0.66 | | | $ | 12.30 | | | | 18.33 | x | | | 97.72 | % | | | 15.31 | % | | | 97.72 | % | | | 16.00 | x | | $ | 0.12 | | | | 0.99 | % | | | 18.18 | % | | $ | 1,498 | | | | 15.98 | % | | | 15.98 | % | | | NA | | | | 0.81 | % | | | 4.57 | % | | | 0.93 | % | | | 5.21 | % |
RNDB | Randolph Bancorp, Inc. | | MA | $ | 20.00 | | | $ | 102.86 | | | $ | 3.28 | | | $ | 17.19 | | | | 6.60 | x | | | 116.38 | % | | | 15.28 | % | | | NA | | | | 6.11 | x | | | NA | | | | NA | | | | NA | | | $ | 723 | | | | 13.13 | % | | | NA | | | | 1.57 | % | | | 2.30 | % | | | 18.55 | % | | | 2.49 | % | | | 20.05 | % |
WNEB | Western New England Bancorp, Inc. | | MA | $ | 7.23 | | | $ | 165.39 | | | $ | 0.40 | | | $ | 8.99 | | | | 16.07 | x | | | 80.63 | % | | | 7.72 | % | | | 86.52 | % | | | 15.23 | x | | $ | 0.20 | | | | 2.77 | % | | | 44.44 | % | | $ | 2,487 | | | | 9.26 | % | | | 8.69 | % | | | NA | | | | 0.42 | % | | | 4.16 | % | | | 0.45 | % | | | 4.45 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
MHCs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BSBK | Bogota Financial Corp. (MHC) | | NJ | $ | 9.12 | | | $ | 120.00 | | | | NA | | | $ | 9.68 | | | | NM | | | | 93.41 | % | | | 16.20 | % | | | 93.41 | % | | | 27.98 | x | | | NA | | | | NA | | | | NA | | | $ | 754 | | | | 16.91 | % | | | 16.91 | % | | | NA | | | | 0.25 | % | | | 1.63 | % | | | 0.50 | % | | | 3.27 | % |
CLBK | Columbia Financial, Inc. (MHC) | | NJ | $ | 15.80 | | | $ | 1,752.85 | | | $ | 0.51 | | | $ | 8.89 | | | | 30.38 | x | | | 173.33 | % | | | 19.92 | % | | | 189.54 | % | | | 27.57 | x | | | NA | | | | NA | | | | NA | | | $ | 8,865 | | | | 11.48 | % | | | 10.55 | % | | | NA | | | | 0.60 | % | | | 4.98 | % | | | 0.66 | % | | | 5.55 | % |
GCBC | Greene County Bancorp, Inc. (MHC) | | NY | $ | 24.70 | | | $ | 210.28 | | | $ | 2.19 | | | $ | 15.62 | | | | 10.65 | x | | | 151.57 | % | | | 11.28 | % | | | 151.57 | % | | | NM | | | $ | 0.48 | | | | 1.94 | % | | | 20.26 | % | | $ | 1,799 | | | | 7.39 | % | | | 7.39 | % | | | 0.29 | % | | | 1.19 | % | | | 15.05 | % | | | 1.19 | % | | | 15.05 | % |
LSBK | Lake Shore Bancorp, Inc. (MHC) | | NY | $ | 13.44 | | | $ | 76.62 | | | $ | 0.76 | | | $ | 14.55 | | | | 17.45 | x | | | 91.09 | % | | | 11.41 | % | | | 91.09 | % | | | 17.62 | x | | $ | 0.52 | | | | 3.87 | % | | | 48.05 | % | | $ | 683 | | | | 12.43 | % | | | 12.43 | % | | | 0.56 | % | | | 0.70 | % | | | 5.34 | % | | | 0.70 | % | | | 5.31 | % |
MGYR | Magyar Bancorp, Inc. (MHC) | | NJ | $ | 10.61 | | | $ | 61.62 | | | $ | 0.37 | | | $ | 9.78 | | | | 20.79 | x | | | 105.88 | % | | | 8.31 | % | | | 105.88 | % | | | 21.16 | x | | | NA | | | | NA | | | | NA | | | $ | 754 | | | | 7.54 | % | | | 7.54 | % | | | 2.03 | % | | | 0.32 | % | | | 3.85 | % | | | 0.31 | % | | | 3.75 | % |
PDLB | PDL Community Bancorp (MHC) | | NY | $ | 9.72 | | | $ | 161.09 | | | ($ | 0.01 | ) | | $ | 9.25 | | | | NM | | | | 105.05 | % | | | 13.02 | % | | | 105.05 | % | | | NM | | | | NA | | | | NA | | | | NA | | | $ | 1,277 | | | | 12.40 | % | | | 12.40 | % | | | 1.38 | % | | | -0.46 | % | | | -3.28 | % | | | -0.02 | % | | | -0.15 | % |
PBFS | Pioneer Bancorp, Inc. (MHC) | | NY | $ | 10.91 | | | $ | 273.28 | | | $ | 0.27 | | | $ | 8.68 | | | | NM | | | | 125.74 | % | | | 17.40 | % | | | 131.19 | % | | | NM | | | | NA | | | | NA | | | | NA | | | $ | 1,629 | | | | 13.84 | % | | | 13.34 | % | | | 1.01 | % | | | 0.51 | % | | | 3.35 | % | | | 0.48 | % | | | 3.11 | % |
RBKB | Rhinebeck Bancorp, Inc. (MHC) | | NY | $ | 9.21 | | | $ | 98.87 | | | $ | 0.50 | | | $ | 10.35 | | | | 16.75 | x | | | 88.02 | % | | | 9.08 | % | | | 89.25 | % | | | 16.62 | x | | | NA | | | | NA | | | | NA | | | $ | 1,113 | | | | 10.35 | % | | | 10.22 | % | | | 0.63 | % | | | 0.51 | % | | | 4.72 | % | | | 0.51 | % | | | 4.78 | % |
FSEA | First Seacoast Bancorp (MHC) | | NH | $ | 8.73 | | | $ | 51.21 | | | $ | 0.18 | | | $ | 9.66 | | | | NM | | | | 90.40 | % | | | 11.13 | % | | | 90.40 | % | | | NM | | | | NA | | | | NA | | | | NA | | | $ | 477 | | | | 12.31 | % | | | 12.31 | % | | | 0.19 | % | | | 0.30 | % | | | 2.29 | % | | | 0.25 | % | | | 1.88 | % |
(1) Core income, on a diluted per-share basis. Core income is net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain on the sale of securities, amortization of intangibles, goodwill and nonrecurring items. Assumed tax rate is 35%.
(2) P/E = Price to earnings; P/B = Price to book; P/A = Price to assets; P/TB = Price to tangible book value; and P/Core = Price to core earnings. P/E and P/Core =NM if the ratio is negative or above 35x.
(3) Indicated 12 month dividend, based on last quarterly dividend declared.
(4) Indicated 12 month dividend as a percent of trailing 12 month earnings.
(5) Equity and tangible equity equal common equity and tangible common equity, respectively. ROAA (return on average assets) and ROAE (return on average equity) are indicated ratios based on trailing 12 month earnings and average equity and assets balances.
(6) Excludes from averages and medians those companies the subject of actual or rumored acquisition activities or unusual operating characteristics.
Source: SNL Financial, LC. and RP Financial, LC. calculations. The information provided in this report has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.
Copyright (c) 2021 by RP® Financial, LC.
EXHIBIT III-3
Public Market Pricing of Midwest Thrifts
Exhibit III-3
Public Market Pricing of Midwest Institutions
As of February 5, 2021
| | | | Market | | | Per Share Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Capitalization | | | Core | | | Book | | | | | | | | | | | | | | | | | | Dividends(3) | | | Financial Characteristics(5) | |
| | | | Price/ | | | Market | | | 12 Month | | | Value/ | | | Pricing Ratios(2) | | | Amount/ | | | | | | Payout | | | Total | | | Equity/ | | | Tang. Eq./ | | | NPAs/ | | | Reported | | | Core | |
| | | Share | | | Value | | | EPS(1) | | | Share | | | P/E | | | P/B | | | P/A | | | P/TB | | | P/Core | | | Share | | | Yield | | | Ratio(4) | | | Assets | | | Assets | | | T. Assets | | | Assets | | | ROAA | | | ROAE | | | ROAA | | | ROAE | |
| | | | ($) | | | ($Mil) | | | ($) | | | ($) | | | (x) | | | (%) | | | (%) | | | (%) | | | (x) | | | ($) | | | (%) | | | (%) | | | ($Mil) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | | | (%) | |
All Non-MHC Public Companies(6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | $ | 23.33 | | | $ | 601.07 | | | $ | 1.85 | | | $ | 19.90 | | | | 13.96 | | | | 103.6 | % | | | 12.9 | % | | | 114.7 | % | | | 13.98 | | | $ | 0.43 | | | | 2.36 | % | | | 47 | % | | $ | 5,167 | | | | 12.62 | % | | | 11.78 | % | | | 0.69 | % | | | 0.84 | % | | | 6.91 | % | | | 0.87 | % | | | 7.23 | % |
Median | | | $ | 15.28 | | | $ | 192.19 | | | $ | 0.87 | | | $ | 15.86 | | | | 12.66 | | | | 94.1 | % | | | 11.6 | % | | | 100.8 | % | | | 13.14 | | | $ | 0.32 | | | | 2.21 | % | | | 36 | % | | $ | 1,791 | | | | 11.51 | % | | | 10.33 | % | | | 0.55 | % | | | 0.76 | % | | | 5.88 | % | | | 0.78 | % | | | 6.15 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Averages | | | $ | 17.79 | | | $ | 567.60 | | | $ | 1.85 | | | $ | 17.63 | | | | 13.39 | x | | | 99.11 | % | | | 16.68 | % | | | 100.90 | % | | | 14.56 | x | | $ | 0.25 | | | | 1.36 | % | | | 38.47 | % | | $ | 5,276 | | | | 16.18 | % | | | 16.08 | % | | | 0.75 | % | | | 0.96 | % | | | 7.17 | % | | | 1.01 | % | | | 7.94 | % |
Medians | | | $ | 16.24 | | | $ | 90.61 | | | $ | 0.97 | | | $ | 15.20 | | | | 10.57 | x | | | 89.56 | % | | | 16.81 | % | | | 89.97 | % | | | 12.68 | x | | $ | 0.20 | | | | 0.74 | % | | | 24.32 | % | | $ | 898 | | | | 13.54 | % | | | 13.41 | % | | | 0.54 | % | | | 0.69 | % | | | 5.57 | % | | | 0.74 | % | | | 5.64 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Group | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CFFN | Capitol Federal Financial, Inc. | KS | | $ | 12.65 | | | $ | 1,710.52 | | | $ | 0.48 | | | $ | 9.25 | | | | 28.75 | x | | | 137.54 | % | | | 18.28 | % | | | 138.41 | % | | | 28.22 | x | | $ | 0.34 | | | | 2.69 | % | | | 106.82 | % | | $ | 9,487 | | | | 13.54 | % | | | 13.41 | % | | | 0.27 | % | | | 0.69 | % | | | 4.92 | % | | | 0.70 | % | | | 5.04 | % |
CNNB | Cincinnati Bancorp, Inc. | OH | | $ | 11.96 | | | $ | 35.59 | | | $ | 0.61 | | | $ | 13.35 | | | | 19.93 | x | | | 89.56 | % | | | 15.34 | % | | | 89.97 | % | | | 19.71 | x | | | NA | | | | NA | | | | NA | | | $ | 232 | | | | 17.13 | % | | | 17.07 | % | | | 0.54 | % | | | 0.77 | % | | | 6.10 | % | | | 0.78 | % | | | 6.17 | % |
FFBW | FFBW, Inc. | WI | | $ | 10.42 | | | $ | 74.11 | | | | NA | | | $ | 13.32 | | | | NM | | | | 78.24 | % | | | 28.10 | % | | | 78.28 | % | | | NM | | | | NA | | | | NA | | | | NA | | | $ | 286 | | | | 35.92 | % | | | 35.90 | % | | | 0.63 | % | | | 0.63 | % | | | 2.41 | % | | | NA | | | | NA | |
FBC | Flagstar Bancorp, Inc. | MI | | $ | 45.06 | | | $ | 2,372.68 | | | $ | 7.90 | | | $ | 38.41 | | | | 4.73 | x | | | 117.33 | % | | | NA | | | | 126.55 | % | | | 4.64 | x | | $ | 0.20 | | | | 0.44 | % | | | 1.58 | % | | $ | 29,476 | | | | 7.45 | % | | | 6.94 | % | | | 0.33 | % | | | 1.75 | % | | | 22.74 | % | | | 1.79 | % | | | 23.96 | % |
HMNF | HMN Financial, Inc. | MN | | $ | 19.00 | | | $ | 90.61 | | | $ | 1.84 | | | $ | 20.91 | | | | 8.56 | x | | | 87.76 | % | | | 9.96 | % | | | 88.50 | % | | | NM | | | $ | 0.00 | | | | 0.00 | % | | | NA | | | $ | 898 | | | | 11.26 | % | | | 11.17 | % | | | 0.38 | % | | | 1.03 | % | | | 8.83 | % | | | 1.04 | % | | | 8.95 | % |
IROQ | IF Bancorp, Inc. | IL | | $ | 20.50 | | | $ | 66.43 | | | $ | 1.34 | | | $ | 25.78 | | | | 12.58 | x | | | 78.23 | % | | | 9.31 | % | | | 78.23 | % | | | NM | | | $ | 0.30 | | | | 1.46 | % | | | 18.40 | % | | $ | 726 | | | | 11.51 | % | | | 11.51 | % | | | 0.24 | % | | | 0.64 | % | | | 5.57 | % | | | 0.59 | % | | | 5.10 | % |
MSVB | Mid-Southern Bancorp, Inc. | IN | | $ | 16.24 | | | $ | 48.50 | | | $ | 0.35 | | | $ | 15.20 | | | | NM | | | | 106.86 | % | | | 23.91 | % | | | 106.86 | % | | | NM | | | $ | 0.12 | | | | 0.74 | % | | | 24.32 | % | | $ | 218 | | | | 22.38 | % | | | 22.38 | % | | | 1.19 | % | | | 0.56 | % | | | 2.36 | % | | | 0.52 | % | | | 2.20 | % |
SBT | Sterling Bancorp, Inc. | MI | | $ | 5.11 | | | $ | 255.41 | | | ($ | 0.30 | ) | | $ | 6.63 | | | | NM | | | | 79.92 | % | | | 6.53 | % | | | 79.92 | % | | | NM | | | $ | 0.00 | | | | 0.00 | % | | | NA | | | $ | 3,937 | | | | 8.41 | % | | | 8.41 | % | | | 2.50 | % | | | -0.43 | % | | | -4.39 | % | | | -0.43 | % | | | -4.43 | % |
WSBF | Waterstone Financial, Inc. | WI | | $ | 19.19 | | | $ | 454.54 | | | $ | 2.60 | | | $ | 15.84 | | | | 5.82 | x | | | 116.54 | % | | | 22.04 | % | | | 121.36 | % | | | 5.66 | x | | $ | 0.80 | | | | 4.17 | % | | | 41.21 | % | | $ | 2,221 | | | | 17.99 | % | | | 17.96 | % | | | 0.70 | % | | | 2.97 | % | | | 15.96 | % | | | 3.07 | % | | | 16.53 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
MHCs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BCOW | 1895 Bancorp Of Wisconsin, Inc. (MHC) | WI | | $ | 9.85 | | | $ | 45.20 | | | $ | 0.12 | | | $ | 12.50 | | | | 32.83 | x | | | 78.78 | % | | | 9.31 | % | | | 78.78 | % | | | NM | | | | NA | | | | NA | | | | NA | | | $ | 505 | | | | 11.81 | % | | | 11.81 | % | | | 0.37 | % | | | 0.30 | % | | | 2.52 | % | | | 0.13 | % | | | 1.05 | % |
KFFB | Kentucky First Federal Bancorp (MHC) | KY | | $ | 6.46 | | | $ | 53.05 | | | ($ | 0.21 | ) | | $ | 6.29 | | | | NM | | | | 102.66 | % | | | 16.09 | % | | | 104.57 | % | | | NM | | | $ | 0.40 | | | | 6.19 | % | | | NA | | | $ | 328 | | | | 15.82 | % | | | 15.57 | % | | | NA | | | | -3.81 | % | | | -20.62 | % | | | -0.54 | % | | | -2.94 | % |
TFSL | TFS Financial Corporation (MHC) | OH | | $ | 17.53 | | | $ | 4,848.02 | | | | NA | | | $ | 5.97 | | | | NM | | | | 296.67 | % | | | 33.75 | % | | | 298.42 | % | | | NM | | | $ | 1.12 | | | | 6.39 | % | | | 373.33 | % | | $ | 14,642 | | | | 11.42 | % | | | 11.36 | % | | | 1.04 | % | | | 0.56 | % | | | 4.88 | % | | | NA | | | | NA | |
(1) Core income, on a diluted per-share basis. Core income is net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain on the sale of securities, amortization of intangibles, goodwill and nonrecurring items. Assumed tax rate is 35%.
(2) P/E = Price to earnings; P/B = Price to book; P/A = Price to assets; P/TB = Price to tangible book value; and P/Core = Price to core earnings. P/E and P/Core =NM if the ratio is negative or above 35x.
(3) Indicated 12 month dividend, based on last quarterly dividend declared.
(4) Indicated 12 month dividend as a percent of trailing 12 month earnings.
(5) Equity and tangible equity equal common equity and tangible common equity, respectively. ROAA (return on average assets) and ROAE (return on average equity) are indicated ratios based on trailing 12 month earnings and average equity and assets balances.
(6) Excludes from averages and medians those companies the subject of actual or rumored acquisition activities or unusual operating characteristics.
Source: SNL Financial, LC. and RP Financial, LC. calculations. The information provided in this report has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.
Copyright (c) 2021 by RP® Financial, LC.
EXHIBIT III-4
Peer Group Market Area Comparative Analysis
Exhibit III-4
Peer Group Market Area Comparative Analysis
| | | | | | | | | | Proj. | | | | | | | | | Per Capita Income | | | Deposit | |
| | | | Population | | | Pop. | | | 2016-2021 | | | 2021-2026 | | | 2021 | | | % State | | | Market | |
Institution | | County | | 2016 | | | 2021 | | | 2026 | | | % Change | | | % Change | | | Amount | | | Average | | | Share(1) | |
Prudential Bancorp, Inc. | | Philadelphia, PA | | | 1,569,473 | | | | 1,588,749 | | | | 1,606,225 | | | | 0.2 | % | | | 0.2 | % | | | 30,040 | | | | 81.4 | % | | | 1.02 | % |
Elmira Savings Bank | | Chemung, NY | | | 86,984 | | | | 82,370 | | | | 80,032 | | | | -1.1 | % | | | -0.6 | % | | | 31,386 | | | | 74.5 | % | | | 24.23 | % |
HMN Financial, Inc. | | Olmsted, MN | | | 152,655 | | | | 160,589 | | | | 167,296 | | | | 1.0 | % | | | 0.8 | % | | | 43,936 | | | | 107.2 | % | | | 6.04 | % |
ESSA Bancorp, Inc. | | Monroe, PA | | | 164,857 | | | | 171,166 | | | | 172,658 | | | | 0.8 | % | | | 0.2 | % | | | 32,216 | | | | 112.8 | % | | | 28.72 | % |
HV Bancorp, Inc. | | Bucks, PA | | | 627,070 | | | | 628,796 | | | | 630,606 | | | | 0.1 | % | | | 0.1 | % | | | 51,097 | | | | 138.5 | % | | | 0.41 | % |
IF Bancorp, Inc. | | Iroquois, IL | | | 28,599 | | | | 26,613 | | | | 25,608 | | | | -1.4 | % | | | -0.8 | % | | | 28,928 | | | | 76.6 | % | | | 22.22 | % |
Randolph Bancorp, Inc. | | Norfolk, MA | | | 699,079 | | | | 711,405 | | | | 729,065 | | | | 0.4 | % | | | 0.5 | % | | | 60,544 | | | | 123.6 | % | | | 1.65 | % |
Severn Bancorp, Inc. | | Anne Arundel, MD | | | 567,226 | | | | 585,055 | | | | 603,525 | | | | 0.6 | % | | | 0.6 | % | | | 53,217 | | | | 116.8 | % | | | 4.87 | % |
PCSB Financial Corporation | | Westchester, NY | | | 979,959 | | | | 967,400 | | | | 970,003 | | | | -0.3 | % | | | 0.1 | % | | | 60,382 | | | | 163.7 | % | | | 0.41 | % |
Provident Bancorp, Inc. | | Essex, MA | | | 777,791 | | | | 793,814 | | | | 813,863 | | | | 0.4 | % | | | 0.5 | % | | | 48,443 | | | | 131.3 | % | | | 2.29 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Averages: | | | 565,369 | | | | 571,596 | | | | 579,888 | | | | 0.1 | % | | | 0.2 | % | | | 44,019 | | | | 112.6 | % | | | 9.19 | % |
| | Medians: | | | 597,148 | | | | 606,926 | | | | 617,066 | | | | 0.3 | % | | | 0.2 | % | | | 46,190 | | | | 114.8 | % | | | 3.58 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NorthEast Community Bancorp, Inc. | | Westchester, NY | | | 979,959 | | | | 967,400 | | | | 970,003 | | | | -0.3 | % | | | 0.1 | % | | | 60,382 | | | | 163.7 | % | | | 0.12 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) Total institution deposits in headquarters county as percent of total county deposits as of June 30, 2020. | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sources: S&P Global Market Intelligence and FDIC. | | |
EXHIBIT IV-1
Stock Prices:
As of February 5, 2021
RP® Financial, LC.
Exhibit IV-1A
Weekly Thrift Market Line - Part One
Prices As of February 5, 2021
| | | Market Capitalization | | Price Change Data | | Current Per Share Financials | | | |
| | | Price/ | | Shares | | Market | | 52 Week (1) | | | | % Change From | | LTM | | LTM Core | | BV/ | | TBV/ | | Assets/ | | | |
| | Share(1) | | Outstanding | | Capitalization | | High | | Low | | Last Wk | | Last Wk | | 52 Wks (2) | | MRY (2) | | EPS (3) | | EPS (3) | | Share | | Share (4) | | Share | | Assets | |
| | | | ($) | | | (000) | | | ($Mil) | | | ($) | | | ($) | | | ($) | | | (%) | | | (%) | | | (%) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | | |
Companies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
AFBI | Affinity Bancshares, Inc. | SE | | 10.75 | | | 6,876 | | | 73.9 | | | 11.80 | | | 5.36 | | | 10.67 | | | 0.75 | | | -8.46 | | | 8.60 | | | 0.26 | | | 0.56 | | | 10.46 | | | 7.95 | | | 129.18 | | | 888,170 | |
AX | Axos Financial, Inc. | WE | | 43.95 | | | 59,077 | | | 2,595.0 | | | 44.05 | | | 13.69 | | | 38.95 | | | 12.84 | | | 53.40 | | | 17.11 | | | 3.45 | | | 3.71 | | | 21.79 | | | 19.75 | | | 243.64 | | | 14,393,267 | |
BYFC | Broadway Financial Corporation | WE | | 2.21 | | | 27,466 | | | 60.7 | | | 7.23 | | | 1.04 | �� | | 2.03 | | | 8.87 | | | 47.33 | | | 19.46 | | | 0.00 | | | NA | | | 1.76 | | | 1.76 | | | 18.18 | | | 499,217 | |
CFFN | Capitol Federal Financial, Inc. | MW | | 12.65 | | | 135,324 | | | 1,710.5 | | | 13.50 | | | 8.75 | | | 12.42 | | | 1.85 | | | -5.10 | | | 1.20 | | | 0.44 | | | 0.45 | | | 9.20 | | | NA | | | 70.99 | | | 9,606,964 | |
CARV | Carver Bancorp, Inc. | MA | | 8.90 | | | 3,063 | | | 27.3 | | | 22.97 | | | 1.25 | | | 8.19 | | | 8.67 | | | 256.00 | | | 37.13 | | | -1.31 | | | -1.44 | | | 9.91 | | | 9.91 | | | 219.62 | | | 672,653 | |
CBMB | CBM Bancorp, Inc. | MA | | 13.95 | | | 3,442 | | | 48.0 | | | 15.05 | | | 10.61 | | | 13.95 | | | 0.00 | | | -2.52 | | | 5.05 | | | 0.20 | | | 0.17 | | | 14.34 | | | 14.34 | | | 67.45 | | | 232,186 | |
CNNB | Cincinnati Bancorp, Inc. | MW | | 11.96 | | | 2,976 | | | 35.6 | | | 12.00 | | | 6.33 | | | 11.75 | | | 1.79 | | | 11.88 | | | 0.08 | | | 0.60 | | | 0.61 | | | 13.35 | | | 13.29 | | | 77.95 | | | 231,943 | |
ESBK | Elmira Savings Bank | MA | | 12.24 | | | 3,523 | | | 43.1 | | | 16.57 | | | 10.30 | | | 12.21 | | | 0.25 | | | -26.27 | | | 6.43 | | | 1.19 | | | 1.19 | | | 17.23 | | | 13.74 | | | 0.00 | | | 644,587 | |
ESSA | ESSA Bancorp, Inc. | MA | | 15.59 | | | 10,085 | | | 157.2 | | | 17.58 | | | 9.70 | | | 14.28 | | | 9.17 | | | -10.20 | | | 3.93 | | | 1.46 | | | 1.46 | | | 17.94 | | | 16.60 | | | 0.00 | | | 1,868,818 | |
FFBW | FFBW, Inc. | MW | | 10.42 | | | 7,112 | | | 74.1 | | | 10.76 | | | 6.74 | | | 10.28 | | | 1.36 | | | -3.07 | | | 3.99 | | | 0.26 | | | NA | | | 13.32 | | | 13.31 | | | 0.00 | | | 285,787 | |
FNWB | First Northwest Bancorp | WE | | 15.71 | | | 9,480 | | | 148.9 | | | 17.85 | | | 8.77 | | | 13.70 | | | 14.67 | | | -6.77 | | | 0.71 | | | 1.10 | | | 0.84 | | | 18.19 | | | 18.19 | | | 0.00 | | | 1,654,349 | |
FBC | Flagstar Bancorp, Inc. | MW | | 45.06 | | | 52,656 | | | 2,372.7 | | | 47.92 | | | 16.76 | | | 42.85 | | | 5.16 | | | 23.28 | | | 10.55 | | | 9.52 | | | 9.70 | | | NA | | | NA | | | 0.00 | | | 31,038,000 | |
FSBW | FS Bancorp, Inc. | WE | | 58.85 | | | 4,157 | | | 252.6 | | | 60.65 | | | 27.50 | | | 53.62 | | | 9.75 | | | 8.56 | | | 7.39 | | | 8.97 | | | 8.77 | | | 54.27 | | | 52.61 | | | 0.00 | | | 2,113,241 | |
GBNY | Generations Bancorp NY, Inc. | MA | | 9.74 | | | 2,458 | | | 23.9 | | | 11.75 | | | 5.85 | | | 9.83 | | | -0.91 | | | -5.98 | | | -6.53 | | | NA | | | NA | | | NA | | | NA | | | 0.00 | | | 371,789 | |
HONE | HarborOne Bancorp, Inc. | NE | | 11.32 | | | 54,451 | | | 616.4 | | | 11.65 | | | 6.45 | | | 10.86 | | | 4.24 | | | 2.44 | | | 4.24 | | | 0.82 | | | 0.84 | | | 12.17 | | | 10.88 | | | 0.00 | | | 4,483,615 | |
HIFS | Hingham Institution for Savings | NE | | 236.30 | | | 2,137 | | | 504.9 | | | 238.99 | | | 125.55 | | | 219.26 | | | 7.77 | | | 15.29 | | | 9.40 | | | 23.25 | | | 20.31 | | | 137.02 | | | 137.02 | | | 0.00 | | | 2,857,093 | |
HMNF | HMN Financial, Inc. | MW | | 19.00 | | | 4,769 | | | 90.6 | | | 21.50 | | | 13.06 | | | 17.76 | | | 6.98 | | | -9.97 | | | 10.46 | | | 2.22 | | | NA | | | 21.65 | | | 21.47 | | | 0.00 | | | 909,580 | |
HFBL | Home Federal Bancorp, Inc. of Louisiana | SW | | 29.09 | | | 1,563 | | | 45.5 | | | 35.93 | | | 20.00 | | | 30.91 | | | -5.89 | | | -15.02 | | | 0.73 | | | 2.71 | | | NA | | | 30.46 | | | 30.46 | | | 0.00 | | | 535,394 | |
HVBC | HV Bancorp, Inc. | MA | | 16.81 | | | 2,012 | | | 33.8 | | | 17.48 | | | 9.75 | | | 16.40 | | | 2.50 | | | -1.98 | | | -2.10 | | | 1.92 | | | 1.87 | | | 16.75 | | | 16.75 | | | 0.00 | | | 507,739 | |
IROQ | IF Bancorp, Inc. | MW | | 20.50 | | | 3,240 | | | 66.4 | | | 23.00 | | | 15.03 | | | 19.82 | | | 3.41 | | | -10.87 | | | -6.95 | | | 1.63 | | | NA | | | 26.21 | | | 26.21 | | | 0.00 | | | 713,399 | |
KRNY | Kearny Financial Corp. | MA | | 10.65 | | | 86,600 | | | 922.3 | | | 12.26 | | | 6.91 | | | 10.35 | | | 2.90 | | | -12.27 | | | 0.85 | | | 0.61 | | | 0.64 | | | 12.86 | | | NA | | | 0.00 | | | 7,335,153 | |
EBSB | Meridian Bancorp, Inc. | NE | | 15.91 | | | 50,223 | | | 799.1 | | | 18.36 | | | 8.88 | | | 15.15 | | | 5.02 | | | -11.98 | | | 6.71 | | | 1.29 | | | 1.22 | | | 14.67 | | | 14.25 | | | 0.00 | | | 6,619,848 | |
MSVB | Mid-Southern Bancorp, Inc. | MW | | 16.24 | | | 2,986 | | | 48.5 | | | 16.59 | | | 9.71 | | | 15.13 | | | 7.34 | | | 20.30 | | | 12.70 | | | 0.37 | | | 0.35 | | | 15.20 | | | 15.20 | | | 0.00 | | | 218,281 | |
NYCB | New York Community Bancorp, Inc. | MA | | 10.41 | | | 463,902 | | | 4,829.2 | | | 11.88 | | | 7.72 | | | 10.46 | | | -0.48 | | | -8.76 | | | -1.33 | | | 1.02 | | | 1.01 | | | 13.66 | | | 8.43 | | | 0.00 | | | 56,306,120 | |
NFBK | Northfield Bancorp, Inc. | MA | | 13.22 | | | 52,210 | | | 690.2 | | | 16.33 | | | 8.72 | | | 12.36 | | | 6.96 | | | -18.55 | | | 7.22 | | | 0.76 | | | 0.86 | | | 14.44 | | | 13.64 | | | 0.00 | | | 5,514,544 | |
NWBI | Northwest Bancshares, Inc. | MA | | 13.17 | | | 127,019 | | | 1,672.8 | | | 15.99 | | | 8.52 | | | 12.75 | | | 3.29 | | | -16.27 | | | 3.38 | | | 0.62 | | | 0.80 | | | 12.11 | | | 8.95 | | | 0.00 | | | 13,806,268 | |
PCSB | PCSB Financial Corporation | MA | | 15.75 | | | 15,328 | | | 241.4 | | | 20.35 | | | 11.01 | | | 14.74 | | | 6.89 | | | -22.38 | | | -1.19 | | | 0.63 | | | 0.63 | | | 16.73 | | | 16.34 | | | 0.00 | | | 1,789,839 | |
PVBC | Provident Bancorp, Inc. | NE | | 12.10 | | | 18,099 | | | 219.0 | | | 12.50 | | | 7.21 | | | 11.53 | | | 4.94 | | | 1.00 | | | 0.83 | | | 0.66 | | | 0.76 | | | 12.38 | | | 12.38 | | | 0.00 | | | 1,505,781 | |
PROV | Provident Financial Holdings, Inc. | WE | | 15.40 | | | 7,442 | | | 114.6 | | | 22.46 | | | 11.40 | | | 16.05 | | | -4.05 | | | -30.88 | | | -1.97 | | | 0.72 | | | 0.72 | | | 16.79 | | | 16.79 | | | 0.00 | | | 1,170,727 | |
PFS | Provident Financial Services, Inc. | MA | | 18.99 | | | 76,155 | | | 1,446.2 | | | 23.56 | | | 9.05 | | | 18.52 | | | 2.54 | | | -19.09 | | | 5.73 | | | 1.39 | | | 1.44 | | | 20.87 | | | 14.86 | | | 0.00 | | | 12,919,741 | |
PBIP | Prudential Bancorp, Inc. | MA | | 12.69 | | | 7,997 | | | 101.5 | | | 18.36 | | | 9.53 | | | 11.81 | | | 7.45 | | | -28.91 | | | -8.38 | | | 1.06 | | | NA | | | 16.41 | | | 15.61 | | | 0.00 | | | 1,193,267 | |
RNDB | Randolph Bancorp, Inc. | NE | | 20.00 | | | 5,143 | | | 102.9 | | | 24.70 | | | 7.92 | | | 19.00 | | | 5.26 | | | 23.08 | | | -9.34 | | | 3.03 | | | 3.28 | | | 17.19 | | | NA | | | 0.00 | | | 722,968 | |
RVSB | Riverview Bancorp, Inc. | WE | | 5.62 | | | 22,345 | | | 125.6 | | | 7.35 | | | 3.77 | | | 5.21 | | | 7.87 | | | -22.38 | | | 6.84 | | | 0.44 | | | 0.45 | | | 6.80 | | | 5.56 | | | 0.00 | | | 1,436,184 | |
SVBI | Severn Bancorp, Inc. | MA | | 7.80 | | | 12,817 | | | 100.0 | | | 8.80 | | | 4.26 | | | 7.75 | | | 0.65 | | | -4.67 | | | 9.24 | | | 0.52 | | | 0.52 | | | 8.56 | | | 8.47 | | | 0.00 | | | 952,553 | |
STXB | Spirit of Texas Bancshares, Inc. | SW | | 19.37 | | | 17,082 | | | 330.9 | | | 21.59 | | | 8.96 | | | 17.94 | | | 7.97 | | | -7.05 | | | 15.30 | | | 1.78 | | | 1.99 | | | 21.12 | | | 15.94 | | | 0.00 | | | 3,085,464 | |
SBT | Sterling Bancorp, Inc. | MW | | 5.11 | | | 49,982 | | | 255.4 | | | 7.58 | | | 2.53 | | | 4.68 | | | 9.19 | | | -30.85 | | | 12.56 | | | -0.26 | | | NA | | | 6.39 | | | 6.39 | | | 0.00 | | | 3,914,045 | |
TBNK | Territorial Bancorp Inc. | WE | | 24.77 | | | 9,110 | | | 225.7 | | | 30.41 | | | 19.23 | | | 23.86 | | | 3.81 | | | -16.82 | | | 3.08 | | | 2.01 | | | 1.90 | | | 26.14 | | | 26.14 | | | 0.00 | | | 2,110,799 | |
TSBK | Timberland Bancorp, Inc. | WE | | 27.10 | | | 8,318 | | | 225.4 | | | 28.28 | | | 13.60 | | | 25.25 | | | 7.33 | | | -3.25 | | | 11.71 | | | 2.97 | | | 3.01 | | | 23.24 | | | 21.24 | | | 0.00 | | | 1,588,405 | |
TBK | Triumph Bancorp, Inc. | SW | | 64.06 | | | 24,660 | | | 1,579.7 | | | 65.63 | | | 19.03 | | | 57.34 | | | 11.72 | | | 49.25 | | | 31.95 | | | 2.53 | | | NA | | | 27.42 | | | 19.78 | | | 0.00 | | | 5,935,791 | |
TRST | TrustCo Bank Corp NY | MA | | 6.51 | | | 96,433 | | | 627.8 | | | 8.19 | | | 4.30 | | | 6.22 | | | 4.66 | | | -19.83 | | | -2.40 | | | 0.54 | | | 0.53 | | | 5.89 | | | 5.89 | | | 0.00 | | | 5,901,796 | |
WSBF | Waterstone Financial, Inc. | MW | | 19.19 | | | 23,686 | | | 454.5 | | | 19.98 | | | 12.10 | | | 18.47 | | | 3.90 | | | 7.03 | | | 1.97 | | | 3.30 | | | 3.39 | | | 16.47 | | | NA | | | 0.00 | | | 2,184,587 | |
WNEB | Western New England Bancorp, Inc. | NE | | 7.23 | | | 24,664 | | | 165.4 | | | 9.53 | | | 4.45 | | | 6.41 | | | 12.79 | | | -22.92 | | | 4.93 | | | 0.45 | | | 0.47 | | | 8.97 | | | 8.36 | | | 0.00 | | | 2,365,886 | |
WSFS | WSFS Financial Corporation | MA | | 45.26 | | | 47,756 | | | 2,161.4 | | | 47.78 | | | 17.84 | | | 42.97 | | | 5.33 | | | 8.54 | | | 0.85 | | | 2.27 | | | 2.01 | | | 37.52 | | | 25.85 | | | 0.00 | | | 14,333,914 | |
WVFC | WVS Financial Corp. | MA | | 15.15 | | | 1,742 | | | 26.3 | | | 16.89 | | | 13.00 | | | 14.70 | | | 3.06 | | | -9.85 | | | 5.75 | | | 0.99 | | | 1.00 | | | 20.20 | | | 20.20 | | | 0.00 | | | 317,444 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
MHCs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BCOW | 1895 Bancorp Of Wisconsin, Inc. (MHC) | MW | | 9.85 | | | 4,589 | | | 45.2 | | | 12.01 | | | 7.43 | | | 9.46 | | | 4.12 | | | -17.02 | | | -1.10 | | | 0.30 | | | 0.12 | | | 12.50 | | | 12.50 | | | 0.00 | | | | |
BSBK | Bogota Financial Corp. (MHC) | MA | | 9.12 | | | 13,158 | | | 120.0 | | | 11.50 | | | 6.07 | | | 9.07 | | | 0.55 | | | -20.70 | | | 2.36 | | | 0.17 | | | 0.33 | | | 9.76 | | | 9.76 | | | 0.00 | | | | |
CLBK | Columbia Financial, Inc. (MHC) | MA | | 15.80 | | | 110,940 | | | 1,752.8 | | | 17.34 | | | 10.27 | | | 15.42 | | | 2.46 | | | -8.09 | | | 1.54 | | | 0.52 | | | 0.57 | | | 9.12 | | | 8.34 | | | 0.00 | | | | |
FSEA | First Seacoast Bancorp (MHC) | NE | | 8.73 | | | 5,866 | | | 51.2 | | | 9.80 | | | 5.07 | | | 8.67 | | | 0.69 | | | -9.06 | | | -1.68 | | | 0.22 | | | 0.18 | | | 9.66 | | | 9.66 | | | 0.00 | | | | |
GCBC | Greene County Bancorp, Inc. (MHC) | MA | | 24.70 | | | 8,513 | | | 210.3 | | | 30.25 | | | 15.01 | | | 23.72 | | | 4.13 | | | -16.13 | | | -3.10 | | | 2.32 | | | NA | | | 16.30 | | | 16.30 | | | 0.00 | | | | |
KFFB | Kentucky First Federal Bancorp (MHC) | MW | | 6.46 | | | 8,212 | | | 53.1 | | | 8.16 | | | 4.40 | | | 6.31 | | | 2.38 | | | -17.22 | | | 2.22 | | | -1.50 | | | NA | | | 6.29 | | | 6.18 | | | 0.00 | | | | |
LSBK | Lake Shore Bancorp, Inc. (MHC) | MA | | 13.44 | | | 5,701 | | | 76.6 | | | 15.90 | | | 8.95 | | | 13.01 | | | 3.31 | | | -13.35 | | | 3.38 | | | 0.77 | | | 0.76 | | | 14.75 | | | 14.75 | | | 0.00 | | | | |
MGYR | Magyar Bancorp, Inc. (MHC) | MA | | 10.61 | | | 5,811 | | | 61.6 | | | 14.30 | | | 7.50 | | | 11.00 | | | -3.59 | | | -14.20 | | | 10.01 | | | 0.51 | | | 0.50 | | | 10.02 | | | 10.02 | | | 0.00 | | | | |
OFED | Oconee Federal Financial Corp. (MHC) | SE | | 24.00 | | | 5,604 | | | 134.5 | | | 28.00 | | | 15.25 | | | 24.39 | | | -1.60 | | | -8.01 | | | -5.14 | | | 0.73 | | | 0.73 | | | 15.87 | | | 15.37 | | | 0.00 | | | | |
PDLB | PDL Community Bancorp (MHC) | MA | | 9.72 | | | 16,574 | | | 161.1 | | | 14.64 | | | 7.31 | | | 9.42 | | | 3.18 | | | -32.97 | | | -7.52 | | | -0.29 | | | -0.01 | | | 9.25 | | | 9.25 | | | 0.00 | | | | |
PBFS | Pioneer Bancorp, Inc. (MHC) | MA | | 10.91 | | | 25,048 | | | 273.3 | | | 15.28 | | | 8.02 | | | 10.45 | | | 4.40 | | | -28.22 | | | 3.22 | | | 0.30 | | | 0.27 | | | 8.68 | | | 8.32 | | | 0.00 | | | | |
RBKB | Rhinebeck Bancorp, Inc. (MHC) | MA | | 9.21 | | | 10,735 | | | 98.9 | | | 11.25 | | | 5.90 | | | 9.03 | | | 2.05 | | | -15.74 | | | 7.72 | | | 0.55 | | | 0.55 | | | 10.46 | | | 10.32 | | | 0.00 | | | | |
TFSL | TFS Financial Corporation (MHC) | MW | | 17.53 | | | 276,556 | | | 4,848.0 | | | 22.47 | | | 12.65 | | | 17.67 | | | -0.79 | | | -18.08 | | | -0.57 | | | 0.30 | | | NA | | | 5.91 | | | 5.87 | | | 0.00 | | | | |
(1) | Average of High/Low or Bid/Ask price per share. |
(2) | Or since offering price if converted of first listed in the past 52 weeks. Percent change figures are actual year-to-date and are not annualized. |
(3) | EPS (earnings per share) is based on actual trailing 12 month data and is not shown on a pro forma basis. |
(4) | Excludes intangibles (such as goodwill, value of core deposits, etc.). |
(5) | ROA (return on assets) and ROE (return on equity) are indicated ratios based on trailing 12 month common earnings and average common equity and total assets balances. |
(6) | Annualized based on last regular quarterly cash dividend announcement. |
(7) | Indicated dividend as a percent of trailing 12 month earnings. |
(8) | Excluded from averages due to actual or rumored acquisition activities or unusual operating characteristics. |
(9) | For MHC institutions, market value reflects share price multiplied by public (non-MHC) shares. |
Source: S&P Global Market Intelligence and RP® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information.
Copyright (c) 2021 by RP® Financial, LC.
RP® Financial, LC.
Exhibit IV-1B
Weekly Thrift Market Line - Part Two
Prices As of February 5, 2021
| | | Key Financial Ratios | | Asset Quality Ratios | | Pricing Ratios | | Dividend Data (6) | |
| | | Equity/ | | Tang Equity/ | | Reported Earnings | | Core Earnings | | NPAs/ | | Rsvs/ | | Price/ | | Price/ | | Price/ | | Price/ | | Price/ | | Div/ | | Dividend | | Payout | |
| | Assets(1) | | Assets(1) | | ROA(5) | | ROE(5) | | ROA(5) | | ROE(5) | | Assets | | NPLs | | Earnings | | Book | | Assets | | Tang Book | | Core Earnings | | Share | | Yield | | Ratio (7) | |
| | | (%) | | (%) | | (%) | | (%) | | (%) | | (%) | | (%) | | (%) | | (x) | | (%) | | (%) | | (%) | | (x) | | ($) | | (%) | | (%) | |
Companies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
AFBI | Affinity Bancshares, Inc. | SE | | 8.92 | | | 6.93 | | | 0.32 | | | 2.55 | | | 0.69 | | | 5.55 | | | 0.76 | | | 103.99 | | | 41.35 | | | 102.74 | | | 9.16 | | | 135.14 | | | 19.09 | | | NA | | | NA | | | NM | |
AX | Axos Financial, Inc. | WE | | 8.95 | | | 8.18 | | | 1.59 | | | 16.93 | | | 1.71 | | | 18.20 | | | 1.22 | | | 80.58 | | | 12.74 | | | 201.65 | | | 18.04 | | | 222.50 | | | 11.85 | | | NA | | | NA | | | NM | |
BYFC | Broadway Financial Corporation | WE | | 9.89 | | | 9.89 | | | -0.03 | | | -0.26 | | | NA | | | NA | | | 0.96 | | | 66.99 | | | NM | | | 125.52 | | | 12.41 | | | 125.52 | | | NA | | | 0.00 | | | 0.00 | | | NM | |
CFFN | Capitol Federal Financial, Inc. | MW | | 13.29 | | | NA | | | 0.64 | | | 4.69 | | | 0.64 | | | 4.69 | | | NA | | | NA | | | 28.75 | | | 137.54 | | | 18.28 | | | 138.41 | | | 28.22 | | | 0.34 | | | 2.69 | | | 106.82 | |
CARV | Carver Bancorp, Inc. | MA | | 6.90 | | | 6.90 | | | -0.79 | | | -9.90 | | | -0.90 | | | -11.29 | | | 1.25 | | | 58.83 | | | NM | | | 89.80 | | | 3.89 | | | 89.80 | | | NM | | | 0.00 | | | 0.00 | | | NM | |
CBMB | CBM Bancorp, Inc. | MA | | 22.94 | | | 22.94 | | | 0.32 | | | 1.27 | | | 0.27 | | | 1.07 | | | 0.55 | | | 337.30 | | | 69.75 | | | 97.29 | | | 22.31 | | | 97.29 | | | 84.11 | | | NA | | | NA | | | 250.00 | |
CNNB | Cincinnati Bancorp, Inc. | MW | | 17.13 | | | 17.07 | | | 0.77 | | | 6.10 | | | 0.78 | | | 6.17 | | | 0.54 | | | 118.50 | | | 19.93 | | | 89.56 | | | 15.34 | | | 89.97 | | | 19.71 | | | NA | | | NA | | | NM | |
ESBK | Elmira Savings Bank | MA | | 9.43 | | | 7.66 | | | 0.64 | | | 6.95 | | | 0.64 | | | 6.97 | | | NA | | | 103.71 | | | 10.29 | | | 71.03 | | | 6.69 | | | 89.11 | | | 10.30 | | | 0.60 | | | 4.90 | | | 57.14 | |
ESSA | ESSA Bancorp, Inc. | MA | | 10.39 | | | 9.69 | | | 0.79 | | | 7.77 | | | 0.78 | | | 7.75 | | | NA | | | NA | | | 10.68 | | | 86.89 | | | 9.03 | | | 93.91 | | | 10.71 | | | 0.44 | | | 2.82 | | | 30.14 | |
FFBW | FFBW, Inc. | MW | | 35.92 | | | 35.90 | | | 0.63 | | | 2.41 | | | NA | | | NA | | | 0.63 | | | 143.79 | | | 40.08 | | | 78.24 | | | 28.10 | | | 78.28 | | | NA | | | NA | | | NA | | | NM | |
FNWB | First Northwest Bancorp | WE | | 11.27 | | | 11.27 | | | 0.72 | | | 5.79 | | | 0.55 | | | 4.40 | | | NA | | | NA | | | 14.28 | | | 86.37 | | | 9.73 | | | 86.37 | | | 18.80 | | | 0.24 | | | 1.53 | | | 20.00 | |
FBC | Flagstar Bancorp, Inc. | MW | | 7.09 | | | 6.62 | | | 2.00 | | | 26.22 | | | 2.04 | | | NA | | | 0.35 | | | 247.06 | | | 4.73 | | | 117.33 | | | NA | | | 126.55 | | | 4.64 | | | 0.20 | | | 0.44 | | | 1.58 | |
FSBW | FS Bancorp, Inc. | WE | | 10.88 | | | 10.59 | | | 2.02 | | | 18.74 | | | 1.98 | | | 18.32 | | | NA | | | NA | | | 6.56 | | | 108.43 | | | 11.80 | | | 111.87 | | | 6.71 | | | 0.84 | | | 1.43 | | | 7.02 | |
GBNY | Generations Bancorp NY, Inc. | MA | | 7.75 | | | NA | | | NA | | | NA | | | NA | | | NA | | | NA | | | NA | | | NA | | | NA | | | NA | | | NA | | | NA | | | NA | | | NA | | | NA | |
HONE | HarborOne Bancorp, Inc. | NE | | 15.53 | | | 14.11 | | | 1.05 | | | 6.55 | | | 1.08 | | | 6.73 | | | NA | | | NA | | | 13.80 | | | 93.00 | | | 14.44 | | | 104.09 | | | 13.43 | | | 0.12 | | | 1.06 | | | 10.98 | |
HIFS | Hingham Institution for Savings | NE | | 10.25 | | | 10.25 | | | 1.88 | | | 18.96 | | | 1.65 | | | 16.56 | | | NA | | | NA | | | 10.16 | | | 172.45 | | | 17.68 | | | 172.45 | | | 11.64 | | | 1.88 | | | 0.80 | | | 10.62 | |
HMNF | HMN Financial, Inc. | MW | | 11.35 | | | 11.27 | | | 1.21 | | | 10.56 | | | NA | | | NA | | | NA | | | NA | | | 8.56 | | | 87.76 | | | 9.96 | | | 88.50 | | | NA | | | 0.00 | | | 0.00 | | | NM | |
HFBL | Home Federal Bancorp, Inc. of Louisiana | SW | | 9.61 | | | 9.61 | | | 0.93 | | | 9.31 | | | NA | | | NA | | | NA | | | NA | | | 10.73 | | | 95.50 | | | 9.18 | | | 95.50 | | | NA | | | 0.66 | | | 2.27 | | | 24.17 | |
HVBC | HV Bancorp, Inc. | MA | | 7.33 | | | 7.33 | | | 1.02 | | | 11.87 | | | 0.99 | | | 11.54 | | | 0.49 | | | 76.54 | | | 8.76 | | | 100.35 | | | 7.36 | | | 100.35 | | | 9.01 | | | NA | | | NA | | | NM | |
IROQ | IF Bancorp, Inc. | MW | | 11.90 | | | 11.90 | | | 0.70 | | | 6.06 | | | NA | | | NA | | | NA | | | NA | | | 12.58 | | | 78.23 | | | 9.31 | | | 78.23 | | | NA | | | 0.30 | | | 1.46 | | | 18.40 | |
KRNY | Kearny Financial Corp. | MA | | 14.89 | | | NA | | | 0.73 | | | 4.66 | | | 0.76 | | | 4.85 | | | NA | | | NA | | | 17.46 | | | 82.81 | | | 12.33 | | | 104.93 | | | 16.59 | | | 0.32 | | | 3.00 | | | 52.46 | |
EBSB | Meridian Bancorp, Inc. | NE | | 11.61 | | | 11.32 | | | 1.01 | | | 8.76 | | | 0.95 | | | 8.28 | | | NA | | | NA | | | 12.33 | | | 108.46 | | | 12.60 | | | 111.66 | | | 13.05 | | | 0.32 | | | 2.01 | | | 24.81 | |
MSVB | Mid-Southern Bancorp, Inc. | MW | | 22.38 | | | 22.38 | | | 0.56 | | | 2.36 | | | 0.52 | | | 2.20 | | | 1.19 | | | 63.20 | | | 43.89 | | | 106.86 | | | 23.91 | | | 106.86 | | | 46.93 | | | 0.12 | | | 0.74 | | | 24.32 | |
NYCB | New York Community Bancorp, Inc. | MA | | 12.15 | | | 8.19 | | | 0.94 | | | 7.62 | | | 0.94 | | | 7.55 | | | NA | | | NA | | | 10.21 | | | 76.18 | | | 8.65 | | | 123.43 | | | 10.30 | | | 0.68 | | | 6.53 | | | 66.67 | |
NFBK | Northfield Bancorp, Inc. | MA | | 13.67 | | | 13.01 | | | 0.70 | | | 5.07 | | | 0.80 | | | 5.76 | | | NA | | | 231.96 | | | 17.39 | | | 91.54 | | | 12.52 | | | 96.94 | | | 15.30 | | | 0.44 | | | 3.33 | | | 57.89 | |
NWBI | Northwest Bancshares, Inc. | MA | | 11.14 | | | 8.48 | | | 0.58 | | | 4.72 | | | 0.75 | | | 6.09 | | | 0.92 | | | 108.18 | | | 21.24 | | | 108.72 | | | 12.12 | | | 147.19 | | | 16.48 | | | 0.76 | | | 5.77 | | | 122.58 | |
PCSB | PCSB Financial Corporation | MA | | 15.05 | | | 14.75 | | | 0.55 | | | 3.50 | | | 0.55 | | | 3.51 | | | NA | | | 194.03 | | | 25.00 | | | 94.14 | | | 14.17 | | | 96.39 | | | 24.90 | | | 0.16 | | | 1.02 | | | 25.40 | |
PVBC | Provident Bancorp, Inc. | NE | | 15.66 | | | 15.66 | | | 0.89 | | | 5.05 | | | 1.02 | | | 5.79 | | | NA | | | NA | | | 18.33 | | | 97.72 | | | 15.31 | | | 97.72 | | | 16.00 | | | 0.12 | | | 0.99 | | | 18.18 | |
PROV | Provident Financial Holdings, Inc. | WE | | 10.68 | | | 10.68 | | | 0.47 | | | 4.34 | | | 0.47 | | | 4.34 | | | 0.88 | | | 83.14 | | | 21.39 | | | 91.70 | | | 9.79 | | | 91.70 | | | 21.39 | | | 0.56 | | | 3.64 | | | 77.78 | |
PFS | Provident Financial Services, Inc. | MA | | 12.54 | | | 9.26 | | | 0.86 | | | 6.49 | | | 0.88 | | | 6.70 | | | NA | | | NA | | | 13.66 | | | 90.99 | | | 11.41 | | | 127.76 | | | 13.22 | | | 0.92 | | | 4.84 | | | 66.19 | |
PBIP | Prudential Bancorp, Inc. | MA | | 11.00 | | | 10.52 | | | 0.73 | | | 6.77 | | | NA | | | NA | | | NA | | | NA | | | 11.97 | | | 77.32 | | | 8.50 | | | 81.30 | | | NA | | | 0.28 | | | 2.21 | | | 66.98 | |
RNDB | Randolph Bancorp, Inc. | NE | | 13.13 | | | NA | | | 2.30 | | | 18.55 | | | 2.49 | | | 20.05 | | | 1.57 | | | 58.62 | | | 6.60 | | | 116.38 | | | 15.28 | | | NA | | | 6.11 | | | NA | | | NA | | | NM | |
RVSB | Riverview Bancorp, Inc. | WE | | 10.57 | | | 8.81 | | | 0.74 | | | 6.61 | | | 0.75 | | | 6.68 | | | NA | | | NA | | | 12.77 | | | 82.69 | | | 8.74 | | | 101.16 | | | 12.63 | | | 0.20 | | | 3.56 | | | 45.45 | |
SVBI | Severn Bancorp, Inc. | MA | | 11.51 | | | 11.41 | | | 0.76 | | | 6.21 | | | 0.76 | | | 6.27 | | | 1.26 | | | 79.04 | | | 15.00 | | | 91.15 | | | 10.49 | | | 92.08 | | | 14.87 | | | 0.16 | | | 2.05 | | | 30.77 | |
STXB | Spirit of Texas Bancshares, Inc. | SW | | 11.69 | | | 9.09 | | | 1.12 | | | 8.97 | | | 1.25 | | | 10.03 | | | NA | | | NA | | | 10.88 | | | 91.71 | | | 10.72 | | | 121.50 | | | 9.73 | | | 0.36 | | | 1.86 | | | 8.99 | |
SBT | Sterling Bancorp, Inc. | MW | | 8.17 | | | 8.17 | | | -0.35 | | | -3.85 | | | NA | | | NA | | | NA | | | NA | | | NM | | | 79.92 | | | 6.53 | | | 79.92 | | | NA | | | 0.00 | | | 0.00 | | | NM | |
TBNK | Territorial Bancorp Inc. | WE | | 11.78 | | | 11.78 | | | 0.89 | | | 7.55 | | | 0.84 | | | 7.12 | | | NA | | | NA | | | 12.32 | | | 94.75 | | | 11.16 | | | 94.75 | | | 13.06 | | | 0.92 | | | 3.71 | | | 50.75 | |
TSBK | Timberland Bancorp, Inc. | WE | | 12.17 | | | 11.24 | | | 1.69 | | | 13.63 | | | 1.71 | | | 13.79 | | | 0.37 | | | 246.50 | | | 9.12 | | | 116.60 | | | 14.19 | | | 127.60 | | | 9.02 | | | 0.84 | | | 3.10 | | | 30.64 | |
TBK | Triumph Bancorp, Inc. | SW | | 12.24 | | | 9.34 | | | 1.18 | | | 9.67 | | | NA | | | NA | | | NA | | | NA | | | 25.32 | | | 233.66 | | | 27.04 | | | 323.89 | | | NA | | | NA | | | NA | | | NM | |
TRST | TrustCo Bank Corp NY | MA | | 9.63 | | | 9.62 | | | 0.94 | | | 9.47 | | | 0.93 | | | 9.31 | | | NA | | | NA | | | 11.99 | | | 110.49 | | | 10.64 | | | 110.60 | | | 12.20 | | | 0.27 | | | 4.19 | | | 50.19 | |
WSBF | Waterstone Financial, Inc. | MW | | 18.91 | | | NA | | | 3.77 | | | 20.62 | | | 3.87 | | | 21.19 | | | NA | | | NA | | | 5.82 | | | 116.54 | | | 22.04 | | | 121.36 | | | 5.66 | | | 0.80 | | | 4.17 | | | 41.21 | |
WNEB | Western New England Bancorp, Inc. | NE | | 9.58 | | | 8.99 | | | 0.48 | | | 4.86 | | | 0.51 | | | 5.13 | | | NA | | | NA | | | 16.07 | | | 80.63 | | | 7.72 | | | 86.52 | | | 15.23 | | | 0.20 | | | 2.77 | | | 44.44 | |
WSFS | WSFS Financial Corporation | MA | | 12.48 | | | 8.94 | | | 0.86 | | | 6.18 | | | 0.76 | | | 5.46 | | | 0.42 | | | 398.30 | | | 19.94 | | | 120.63 | | | 15.08 | | | 175.11 | | | 22.48 | | | 0.48 | | | 1.06 | | | 21.15 | |
WVFC | WVS Financial Corp. | MA | | 12.11 | | | 12.11 | | | 0.50 | | | 4.81 | | | 0.51 | | | 4.87 | | | NA | | | NA | | | 15.30 | | | 75.00 | | | 9.08 | | | 75.00 | | | 15.10 | | | 0.40 | | | 2.64 | | | 40.40 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
MHCs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BCOW | 1895 Bancorp Of Wisconsin, Inc. (MHC) | MW | | 11.81 | | | 11.81 | | | 0.30 | | | 2.52 | | | 0.13 | | | 1.05 | | | 0.37 | | | 143.09 | | | 32.83 | | | 78.78 | | | 9.31 | | | 78.78 | | | 79.58 | | | NA | | | NA | | | NM | |
BSBK | Bogota Financial Corp. (MHC) | MA | | 17.34 | | | 17.34 | | | 0.28 | | | 1.66 | | | 0.54 | | | 3.19 | | | NA | | | NA | | | 53.65 | | | 93.41 | | | 16.20 | | | 93.41 | | | 27.98 | | | NA | | | NA | | | NM | |
CLBK | Columbia Financial, Inc. (MHC) | MA | | 11.49 | | | 10.62 | | | 0.66 | | | 5.67 | | | 0.73 | | | 6.25 | | | NA | | | NA | | | 30.38 | | | 173.33 | | | 19.92 | | | 189.54 | | | 27.57 | | | NA | | | NA | | | NM | |
FSEA | First Seacoast Bancorp (MHC) | NE | | 12.31 | | | 12.31 | | | 0.30 | | | 2.29 | | | 0.25 | | | 1.88 | | | 0.19 | | | 349.03 | | | 39.68 | | | 90.40 | | | 11.13 | | | 90.40 | | | 48.17 | | | NA | | | NA | | | NM | |
GCBC | Greene County Bancorp, Inc. (MHC) | MA | | 7.44 | | | 7.44 | | | 1.18 | | | 15.37 | | | NA | | | NA | | | NA | | | NA | | | 10.65 | | | 151.57 | | | 11.28 | | | 151.57 | | | NA | | | 0.48 | | | 1.94 | | | 20.26 | |
KFFB | Kentucky First Federal Bancorp (MHC) | MW | | 15.67 | | | 15.43 | | | -3.78 | | | -21.67 | | | NA | | | NA | | | NA | | | NA | | | NM | | | 102.66 | | | 16.09 | | | 104.57 | | | NA | | | 0.40 | | | 6.19 | | | NM | |
LSBK | Lake Shore Bancorp, Inc. (MHC) | MA | | 12.52 | | | 12.52 | | | 0.69 | | | 5.38 | | | 0.68 | | | 5.33 | | | NA | | | NA | | | 17.45 | | | 91.09 | | | 11.41 | | | 91.09 | | | 17.62 | | | 0.52 | | | 3.87 | | | 48.05 | |
MGYR | Magyar Bancorp, Inc. (MHC) | MA | | 7.85 | | | 7.85 | | | 0.41 | | | 5.31 | | | 0.40 | | | 5.21 | | | NA | | | NA | | | 20.79 | | | 105.88 | | | 8.31 | | | 105.88 | | | 21.16 | | | NA | | | NA | | | NM | |
OFED | Oconee Federal Financial Corp. (MHC) | SE | | 17.11 | | | 16.66 | | | 0.82 | | | 4.72 | | | 0.82 | | | 4.71 | | | 0.49 | | | 57.09 | | | 32.88 | | | 151.25 | | | 25.88 | | | 156.14 | | | 32.86 | | | 0.40 | | | 1.67 | | | 54.79 | |
PDLB | PDL Community Bancorp (MHC) | MA | | 12.40 | | | 12.40 | | | -0.46 | | | -3.28 | | | -0.02 | | | -0.15 | | | 1.38 | | | 81.43 | | | NM | | | 105.05 | | | 13.02 | | | 105.05 | | | NM | | | NA | | | NA | | | NM | |
PBFS | Pioneer Bancorp, Inc. (MHC) | MA | | 13.84 | | | 13.34 | | | 0.51 | | | 3.35 | | | 0.48 | | | 3.11 | | | 1.01 | | | 145.52 | | | 36.37 | | | 125.74 | | | 17.40 | | | 131.19 | | | 39.86 | | | NA | | | NA | | | NM | |
RBKB | Rhinebeck Bancorp, Inc. (MHC) | MA | | 10.32 | | | 10.19 | | | 0.55 | | | 5.18 | | | 0.55 | | | 5.22 | | | NA | | | NA | | | 16.75 | | | 88.02 | | | 9.08 | | | 89.25 | | | 16.62 | | | NA | | | NA | | | NM | |
TFSL | TFS Financial Corporation (MHC) | MW | | 11.38 | | | 11.32 | | | 0.56 | | | 4.89 | | | NA | | | NA | | | NA | | | NA | | | 58.43 | | | 296.67 | | | 33.75 | | | 298.42 | | | NA | | | 1.12 | | | 6.39 | | | 373.33 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) Average of High/Low or Bid/Ask price per share. | |
(2) Or since offering price if converted of first listed in the past 52 weeks. Percent change figures are actual year-to-date and are not annualized. | |
(3) EPS (earnings per share) is based on actual trailing 12 month data and is not shown on a pro forma basis. | |
(4) Exludes intangibles (such as goodwill, value of core deposits, etc.). |
(5) ROA (return on assets) and ROE (return on equity) are indicated ratios based on trailing 12 month common earnings and average common equity and total assets balances. |
(6) Annualized based on last regular quarterly cash dividend announcement. |
(7) Indicated dividend as a percent of trailing 12 month earnings. |
(8) Excluded from averages due to actual or rumored acquisition activities or unusual operating characteristics. |
(9) For MHC institutions, market value reflects share price multiplied by public (non-MHC) shares. |
|
Source: S&P Global Market Intelligence and RP® Financial, LC. calculations. The information provided in this table has been obtained from sources we believe are reliable, but we cannot guarantee the accuracy or completeness of such information. |
|
Copyright (c) 2021 by RP® Financial, LC. |
EXHIBIT IV-2
Historical Stock Price Indices
| | | | | | | | | | | | | |
Exhibit IV-2 | |
Historical Stock Price Indices(1) | |
| | | | | | | | | | | | | |
| | | | | | | | | | SNL | | SNL | |
| | | | | | | | NASDAQ | | Thrift | | Bank | |
Year/Qtr. Ended | | DJIA | | S&P 500 | | Composite | | Index | | Index | |
2007: | | | Quarter 1 | | | 12354.4 | | | 1420.9 | | | 2421.6 | | | 1703.6 | | | 634.40 | |
| | | Quarter 2 | | | 13408.6 | | | 1503.4 | | | 2603.2 | | | 1645.9 | | | 622.63 | |
| | | Quarter 3 | | | 13895.6 | | | 1526.8 | | | 2701.5 | | | 1523.3 | | | 595.80 | |
| | | Quarter 4 | | | 13264.8 | | | 1468.4 | | | 2652.3 | | | 1058.0 | | | 492.85 | |
| | | | | | | | | | | | | | | | | | | |
2008: | | | Quarter 1 | | | 12262.9 | | | 1322.7 | | | 2279.1 | | | 1001.5 | | | 442.5 | |
| | | Quarter 2 | | | 11350.0 | | | 1280.0 | | | 2293.0 | | | 822.6 | | | 332.2 | |
| | �� | Quarter 3 | | | 10850.7 | | | 1166.4 | | | 2082.3 | | | 760.1 | | | 414.8 | |
| | | Quarter 4 | | | 8776.4 | | | 903.3 | | | 1577.0 | | | 653.9 | | | 268.3 | |
| | | | | | | | | | | | | | | | | | | |
2009: | | | Quarter 1 | | | 7608.9 | | | 797.9 | | | 1528.6 | | | 542.8 | | | 170.1 | |
| | | Quarter 2 | | | 8447.0 | | | 919.3 | | | 1835.0 | | | 538.8 | | | 227.6 | |
| | | Quarter 3 | | | 9712.3 | | | 1057.1 | | | 2122.4 | | | 561.4 | | | 282.9 | |
| | | Quarter 4 | | | 10428.1 | | | 1115.1 | | | 2269.2 | | | 587.0 | | | 260.8 | |
| | | | | | | | | | | | | | | | | | | |
2010: | | | Quarter 1 | | | 10856.6 | | | 1169.4 | | | 2398.0 | | | 626.3 | | | 301.1 | |
| | | Quarter 2 | | | 9744.0 | | | 1030.7 | | | 2109.2 | | | 564.5 | | | 257.2 | |
| | | Quarter 3 | | | 9744.0 | | | 1030.7 | | | 2109.2 | | | 564.5 | | | 257.2 | |
| | | Quarter 4 | | | 11577.5 | | | 1257.6 | | | 2652.9 | | | 592.2 | | | 290.1 | |
| | | | | | | | | | | | | | | | | | | |
2011: | | | Quarter 1 | | | 12319.7 | | | 1325.8 | | | 2781.1 | | | 578.1 | | | 293.1 | |
| | | Quarter 2 | | | 12414.3 | | | 1320.6 | | | 2773.5 | | | 540.8 | | | 266.8 | |
| | | Quarter 3 | | | 10913.4 | | | 1131.4 | | | 2415.4 | | | 443.2 | | | 198.9 | |
| | | Quarter 4 | | | 12217.6 | | | 1257.6 | | | 2605.2 | | | 481.4 | | | 221.3 | |
| | | | | | | | | | | | | | | | | | | |
2012: | | | Quarter 1 | | | 13212.0 | | | 1408.5 | | | 3091.6 | | | 529.3 | | | 284.9 | |
| | | Quarter 2 | | | 12880.1 | | | 1362.2 | | | 2935.1 | | | 511.6 | | | 257.3 | |
| | | Quarter 3 | | | 13437.1 | | | 1440.7 | | | 3116.2 | | | 557.6 | | | 276.8 | |
| | | Quarter 4 | | | 13104.1 | | | 1426.2 | | | 3019.5 | | | 565.8 | | | 292.7 | |
| | | | | | | | | | | | | | | | | | | |
2013: | | | Quarter 1 | | | 14578.5 | | | 1569.2 | | | 3267.5 | | | 602.3 | | | 318.9 | |
| | | Quarter 2 | | | 14909.6 | | | 1606.3 | | | 3404.3 | | | 625.3 | | | 346.7 | |
| | | Quarter 3 | | | 15129.7 | | | 1681.6 | | | 3771.5 | | | 650.8 | | | 354.4 | |
| | | Quarter 4 | | | 16576.7 | | | 1848.4 | | | 4176.6 | | | 706.5 | | | 394.4 | |
| | | | | | | | | | | | | | | | | | | |
2014: | | | Quarter 1 | | | 16457.7 | | | 1872.3 | | | 4199.0 | | | 718.9 | | | 410.8 | |
| | | Quarter 2 | | | 16826.6 | | | 1960.2 | | | 4408.2 | | | 723.9 | | | 405.2 | |
| | | Quarter 3 | | | 17042.9 | | | 1972.3 | | | 4493.4 | | | 697.7 | | | 411.0 | |
| | | Quarter 4 | | | 17823.1 | | | 2058.9 | | | 4736.1 | | | 738.7 | | | 432.8 | |
| | | | | | | | | | | | | | | | | | | |
2015: | | | Quarter 1 | | | 17776.1 | | | 2067.9 | | | 4900.9 | | | 749.3 | | | 418.8 | |
| | | Quarter 2 | | | 17619.5 | | | 2063.1 | | | 4986.9 | | | 795.7 | | | 448.4 | |
| | | Quarter 3 | | | 16284.7 | | | 1920.0 | | | 4620.2 | | | 811.7 | | | 409.4 | |
| | | Quarter 4 | | | 17425.0 | | | 2043.9 | | | 5007.4 | | | 809.1 | | | 431.5 | |
| | | | | | | | | | | | | | | | | | | |
2016: | | | Quarter 1 | | | 17685.1 | | | 2059.7 | | | 4869.9 | | | 788.1 | | | 381.4 | |
| | | Quarter 2 | | | 17930.0 | | | 2098.9 | | | 4842.7 | | | 780.9 | | | 385.6 | |
| | | Quarter 3 | | | 18308.2 | | | 2168.3 | | | 5312.0 | | | 827.2 | | | 413.7 | |
| | | Quarter 4 | | | 19762.6 | | | 2238.8 | | | 5383.1 | | | 966.7 | | | 532.7 | |
| | | | | | | | | | | | | | | | | | | |
2017: | | | Quarter 1 | | | 20663.2 | | | 2362.7 | | | 5911.7 | | | 918.9 | | | 535.8 | |
| | | Quarter 2 | | | 21349.6 | | | 2423.4 | | | 6140.4 | | | 897.1 | | | 552.4 | |
| | | Quarter 3 | | | 22405.1 | | | 2519.4 | | | 6496.0 | | | 939.3 | | | 573.2 | |
| | | Quarter 4 | | | 24719.2 | | | 2673..6 | | | 6903.4 | | | 937.6 | | | 617.7 | |
| | | | | | | | | | | | | | | | | | | |
2018: | | | Quarter 1 | | | 24103.1 | | | 2640.9 | | | 7063.5 | | | 941.5 | | | 606.8 | |
| | | Quarter 2 | | | 24271.4 | | | 2718.4 | | | 7510.3 | | | 961.2 | | | 597.8 | |
| | | Quarter 3 | | | 26458.3 | | | 2914.0 | | | 8046.4 | | | 905.6 | | | 597.8 | |
| | | Quarter 4 | | | 23327.5 | | | 2506.9 | | | 6635.3 | | | 772.0 | | | 502.9 | |
| | | | | | | | | | | | | | | | | | | |
2019: | | | Quarter 1 | | | 25928.7 | | | 2834.4 | | | 7729.3 | | | 837.8 | | | 543.8 | |
| | | Quarter 2 | | | 26600.0 | | | 2941.8 | | | 8006.2 | | | 845.3 | | | 573.0 | |
| | | Quarter 3 | | | 26916.8 | | | 2976.7 | | | 7999.3 | | | 890.5 | | | 584.5 | |
| | | Quarter 4 | | | 28538.4 | | | 3230.8 | | | 8972.6 | | | 920.7 | | | 663.9 | |
| | | | | | | | | | | | | | | | | | | |
2020: | | | Quarter 1 | | | 21917.2 | | | 2584.6 | | | 7700.1 | | | 632.8 | | | 392.9 | |
| | | Quarter 2 | | | 25812.9 | | | 3100.3 | | | 10058.8 | | | 658.5 | | | 430.8 | |
| | | Quarter 3 | | | 27781.7 | | | 3363.0 | | | 11167.5 | | | 605.8 | | | 417.8 | |
| | | Quarter 4 | | | 30606.5 | | | 3756.1 | | | 12888.3 | | | 816.7 | | | 558.8 | |
As of February 5, 2021 | | | 31148.2 | | | 3886.8 | | | 13856.3 | | | 851.8 | �� | | 604.8 | |
| Sources: S&P Global Market Intelligence and The Wall Street Journal. |
EXHIBIT IV-3
Stock Price Indices as of February 5, 2021
Index Summary (Current Data) |
| | | | |
Industry Banking | | | | |
Geography All | | | | |
Index Name | | Current Value | | As Of | | Day's Change | | Day's Change (%) | |
SNL Banking Indexes | | | | | | | | | | | | |
SNL U.S. Bank and Thrift | | 576.20 | | | 2/5/2021 | | | (0.66 | ) | | (0.11 | ) |
SNL U.S. Bank | | 604.77 | | | 2/5/2021 | | | (0.66 | ) | | (0.11 | ) |
SNL U.S. Thrift | | 851.79 | | | 2/5/2021 | | | (2.74 | ) | | (0.32 | ) |
SNL TARP Participants | | 143.21 | | | 2/5/2021 | | | 1.23 | | | 0.87 | |
KBW Nasdaq Bank Index | | 106.28 | | | 2/5/2021 | | | (0.08 | ) | | (0.07 | ) |
KBW Nasdaq Regional Bank Index | | 106.62 | | | 2/5/2021 | | | (0.10 | ) | | (0.10 | ) |
S&P 500 Bank | | 339.96 | | | 2/5/2021 | | | (0.82 | ) | | (0.24 | ) |
NASDAQ Bank | | 3,972.37 | | | 2/5/2021 | | | (2.57 | ) | | (0.06 | ) |
S&P 500 Commercial Banks | | 485.69 | | | 2/5/2021 | | | (1.17 | ) | | (0.24 | ) |
S&P 500 Diversified Banks | | 569.50 | | | 2/5/2021 | | | (1.04 | ) | | (0.18 | ) |
S&P 500 Regional Banks | | 126.76 | | | 2/5/2021 | | | (0.54 | ) | | (0.42 | ) |
SNL Asset Size Indexes | | | | | | | | | | | | |
SNL U.S. Bank < $250M | | 34.52 | | | 2/5/2021 | | | (1.49 | ) | | (4.13 | ) |
SNL U.S. Bank $250M-$500M | | 534.79 | | | 2/5/2021 | | | 16.23 | | | 3.13 | |
SNL U.S. Thrift < $250M | | 1,612.75 | | | 2/5/2021 | | | (2.19 | ) | | (0.14 | ) |
SNL U.S. Thrift $250M-$500M | | 5,753.50 | | | 2/5/2021 | | | 52.37 | | | 0.92 | |
SNL U.S. Bank < $500M | | 1,054.55 | | | 2/5/2021 | | | 13.01 | | | 1.25 | |
SNL U.S. Thrift < $500M | | 2,025.68 | | | 2/5/2021 | | | 11.48 | | | 0.57 | |
SNL U.S. Bank $500M-$1B | | 1,159.06 | | | 2/5/2021 | | | 12.41 | | | 1.08 | |
SNL U.S. Thrift $500M-$1B | | 3,623.95 | | | 2/5/2021 | | | 9.87 | | | 0.27 | |
SNL U.S. Bank $1B-$5B | | 1,102.99 | | | 2/5/2021 | | | 2.55 | | | 0.23 | |
SNL U.S. Thrift $1B-$5B | | 2,416.16 | | | 2/5/2021 | | | 6.03 | | | 0.25 | |
SNL U.S. Bank $5B-$10B | | 1,473.68 | | | 2/5/2021 | | | 2.06 | | | 0.14 | |
SNL U.S. Thrift $5B-$10B | | 1,029.23 | | | 2/5/2021 | | | 0.79 | | | 0.08 | |
SNL U.S. Bank > $10B | | 487.22 | | | 2/5/2021 | | | (0.61 | ) | | (0.13 | ) |
SNL U.S. Thrift > $10B | | 149.61 | | | 2/5/2021 | | | (1.01 | ) | | (0.67 | ) |
SNL Market Cap Indexes | | | | | | | | | | | | |
SNL Micro Cap U.S. Bank | | 556.34 | | | 2/5/2021 | | | 2.27 | | | 0.41 | |
SNL Micro Cap U.S. Thrift | | 1,078.57 | | | 2/5/2021 | | | 4.11 | | | 0.38 | |
SNL Micro Cap U.S. Bank & Thrift | | 654.43 | | | 2/5/2021 | | | 2.64 | | | 0.41 | |
SNL Small Cap U.S. Bank | | 659.74 | | | 2/5/2021 | | | 0.92 | | | 0.14 | |
SNL Small Cap U.S. Thrift | | 654.55 | | | 2/5/2021 | | | 0.08 | | | 0.01 | |
SNL Small Cap U.S. Bank & Thrift | | 677.04 | | | 2/5/2021 | | | 0.86 | | | 0.13 | |
SNL Mid Cap U.S. Bank | | 401.78 | | | 2/5/2021 | | | 0.11 | | | 0.03 | |
SNL Mid Cap U.S. Thrift | | 286.55 | | | 2/5/2021 | | | (1.40 | ) | | (0.49 | ) |
SNL Mid Cap U.S. Bank & Thrift | | 395.31 | | | 2/5/2021 | | | (0.12 | ) | | (0.03 | ) |
SNL Large Cap U.S. Bank | | 384.45 | | | 2/5/2021 | | | (0.54 | ) | | (0.14 | ) |
SNL Large Cap U.S. Thrift | | 97.84 | | | 1/29/2021 | | | (4.65 | ) | | | |
SNL Large Cap U.S. Bank & Thrift | | 387.76 | | | 2/5/2021 | | | (0.54 | ) | | (0.14 | ) |
SNL Geographic Indexes | | | | | | | | | | | | |
SNL Mid-Atlantic U.S. Bank | | 631.73 | | | 2/5/2021 | | | (0.44 | ) | | (0.07 | ) |
SNL Mid-Atlantic U.S. Thrift | | 2,883.60 | | | 2/5/2021 | | | (20.56 | ) | | (0.71 | ) |
SNL Midwest U.S. Bank | | 630.72 | | | 2/5/2021 | | | (0.26 | ) | | (0.04 | ) |
SNL Midwest U.S. Thrift | | 3,188.59 | | | 2/5/2021 | | | (23.51 | ) | | (0.73 | ) |
SNL New England U.S. Bank | | 558.98 | | | 2/5/2021 | | | 2.12 | | | 0.38 | |
SNL New England U.S. Thrift | | 3,150.15 | | | 2/5/2021 | | | (8.49 | ) | | (0.27 | ) |
SNL Southeast U.S. Bank | | 420.99 | | | 2/5/2021 | | | (1.01 | ) | | (0.24 | ) |
SNL Southeast U.S. Thrift | | 447.93 | | | 2/5/2021 | | | 3.16 | | | 0.71 | |
SNL Southwest U.S. Bank | | 1,153.01 | | | 2/5/2021 | | | (4.16 | ) | | (0.36 | ) |
SNL Southwest U.S. Thrift | | 1,305.60 | | | 2/5/2021 | | | 16.43 | | | 1.27 | |
SNL Western U.S. Bank | | 1,137.71 | | | 2/5/2021 | | | (0.97 | ) | | (0.09 | ) |
SNL Western U.S. Thrift | | 190.79 | | | 2/5/2021 | | | 2.98 | | | 1.59 | |
SNL Stock Exchange Indexes | | | | | | | | | | | | |
SNL U.S. Bank NYSE | | 521.89 | | | 2/5/2021 | | | (0.71 | ) | | (0.14 | ) |
SNL U.S. Thrift NYSE | | 121.84 | | | 2/5/2021 | | | (0.51 | ) | | (0.42 | ) |
SNL U.S. Bank NYSE American | | 763.00 | | | 2/5/2021 | | | 2.35 | | | 0.31 | |
SNL U.S. Bank NASDAQ | | 903.80 | | | 2/5/2021 | | | (0.09 | ) | | (0.01 | ) |
SNL U.S. Thrift NASDAQ | | 2,496.30 | | | 2/5/2021 | | | (6.89 | ) | | (0.28 | ) |
SNL U.S. Bank Pink | | 448.34 | | | 2/5/2021 | | | 1.17 | | | 0.26 | |
SNL U.S. Thrift Pink | | 411.35 | | | 2/5/2021 | | | 1.88 | | | 0.46 | |
SNL Bank TSX | | 1,184.94 | | | 2/5/2021 | | | 1.54 | | | 0.13 | |
SNL OTHER Indexes | | | | | | | | | | | | |
SNL U.S. Thrift MHCs | | 5,695.92 | | | 2/5/2021 | | | (45.06 | ) | | (0.78 | ) |
SNL Pink Asset Size Indexes | | | | | | | | | | | | |
SNL U.S. Bank Pink < $100M | | 213.80 | | | 2/5/2021 | | | 0.00 | | | 0.00 | |
SNL U.S. Bank Pink $100M-$500M | | 511.65 | | | 2/5/2021 | | | (1.07 | ) | | (0.21 | ) |
SNL U.S. Bank Pink > $500M | | 387.59 | | | 2/5/2021 | | | 1.30 | | | 0.34 | |
Broad Market Indexes | | | | | | | | | | | | |
DJIA | | 31,148.24 | | | 2/5/2021 | | | 92.38 | | | 0.30 | |
S&P 500 | | 3,886.83 | | | 2/5/2021 | | | 15.09 | | | 0.39 | |
S&P 400 Mid Cap | | 2,476.67 | | | 2/5/2021 | | | 24.35 | | | 0.99 | |
S&P 600 Small Cap | | 1,252.75 | | | 2/5/2021 | | | 14.47 | | | 1.17 | |
S&P 500 Financials | | 512.69 | | | 2/5/2021 | | | 0.44 | | | 0.09 | |
SNL U.S. Financial Institutions | | 1,090.64 | | | 2/5/2021 | | | (0.82 | ) | | (0.08 | ) |
MSCI US IMI Financials | | 1,857.09 | | | 2/5/2021 | | | 3.47 | | | 0.19 | |
NASDAQ | | 13,856.30 | | | 2/5/2021 | | | 78.56 | | | 0.57 | |
NASDAQ Finl | | 5,553.40 | | | 2/5/2021 | | | 15.51 | | | 0.28 | |
NYSE | | 15,069.60 | | | 2/5/2021 | | | 94.17 | | | 0.63 | |
Russell 1000 | | 2,204.27 | | | 2/5/2021 | | | 10.49 | | | 0.48 | |
Russell 2000 | | 2,233.33 | | | 2/5/2021 | | | 30.91 | | | 1.40 | |
Russell 3000 | | 2,350.17 | | | 2/5/2021 | | | 12.68 | | | 0.54 | |
S&P TSX Composite | | 18,135.90 | | | 2/5/2021 | | | 93.92 | | | 0.52 | |
Intraday data is available for certain exchanges. In all cases, the data is at least 15 minutes delayed.
* - Intraday data is not currently available. Data is as of the previous close.
** - Non-publicly traded institutions and institutions outside of your current subscription are not included in custom indexes. Data is as of the previous close.
All SNL indexes are market-value weighted; i.e., an institution's effect on an index is proportional to that institution's market capitalization.
Source: MSCI. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other
EXHIBIT IV-4
New York Bank and Thrift Acquisitions 2017 - Present
Exhibit IV-4
New York Bank and Thrift Acquisitions 2017-Present
| | | | | | | | | | | | | Target Financials at Announcement | | Deal Terms and Pricing at Announcement | |
| | | | | | | | | | | | | Total | | | | | | | | | | NPAs/ | | Rsrvs/ | | Deal | | Value/ | | | | | | | | | | Prem/ | |
Announce | | Complete | | | | | | | | | | | Assets | | E/A | | TE/A | | ROAA | | ROAE | | Assets | | NPLs | | Value | | Share | | P/B | | P/TB | | P/E | | P/A | | Cdeps | |
Date | | Date | | | Buyer Name | | | | Target Name | | | | ($000) | | (%) | | (%) | | (%) | | (%) | | (%) | | (%) | | ($M) | | ($) | | (%) | | (%) | | (x) | | (%) | | (%) | |
10/16/2020 | | | Pending | | | First Citizens BancShares Inc. | | NC | | CIT Group Inc. | | NY | | | 60,865,000 | | | 9.47 | | | 9.05 | | | -0.87 | | | -8.15 | | | NA | | | NA | | | 2158.6 | | | 21.906 | | | 41.20 | | | 43.56 | | | NA | | | 3.55 | | | -7.35 | |
08/27/2020 | | | Pending | | | Hanover Bancorp Inc. | | NY | | Savoy Bank | | NY | | | 596,948 | | | 7.11 | | | 7.08 | | | 1.14 | | | 11.93 | | | 0.89 | | | 190.48 | | | 63.0 | | | NA | | | 148.49 | | | 149.20 | | | 13.03 | | | 10.55 | | | 16.45 | |
07/01/2020 | | | 02/01/2021 | | | Dime Community Bancshares Inc. | | NY | | Bridge Bancorp, Inc. | | NY | | | 6,150,664 | | | 8.17 | | | 6.53 | | | 0.94 | | | 9.73 | | | 0.51 | | | 137.21 | | | 498.2 | | | 14.800 | | | NA | | | NA | | | NA | | | NA | | | NA | |
10/25/2019 | | | 10/30/2020 | | | Flushing Financial Corp. | | NY | | Empire Bancorp, Inc. | | NY | | | 1,012,542 | | | 8.02 | | | NA | | | 0.35 | | | 4.68 | | | NA | | | NA | | | 111.4 | | | 14.242 | | | 134.62 | | | 141.00 | | | 30.96 | | | 11.00 | | | 3.60 | |
12/18/2019 | | | 07/17/2020 | | | CNB Financial Corp. | | PA | | Bank of Akron | | NY | | | 388,877 | | | 9.88 | | | 9.88 | | | 1.30 | | | 13.00 | | | 1.21 | | | 124.19 | | | 65.8 | | | 219.255 | | | 171.21 | | | 171.21 | | | 13.92 | | | 16.91 | | | 9.58 | |
01/09/2020 | | | 07/07/2020 | | | Norwood Financial Corp. | | PA | | UpState New York Bancorp, Inc. | | NY | | | 435,907 | | | 10.39 | | | 10.39 | | | 1.19 | | | 11.65 | | | 0.93 | | | 173.71 | | | 80.0 | | | 36.233 | | | 177.94 | | | 177.94 | | | 17.29 | | | 18.42 | | | 18.95 | |
12/23/2019 | | | 07/01/2020 | | | Northfield Bancorp Inc. | | NJ | | VSB Bancorp, Inc. | | NY | | | 375,704 | | | 10.14 | | | 10.14 | | | 0.95 | | | 10.30 | | | 0.58 | | | 79.69 | | | 64.4 | | | 33.300 | | | 161.62 | | | 161.62 | | | 16.32 | | | 17.14 | | | 9.54 | |
10/21/2019 | | | 06/12/2020 | | | Community Bank System Inc. | | NY | | Steuben Trust Corporation | | NY | | | 576,601 | | | 11.06 | | | 11.05 | | | 1.25 | | | 11.96 | | | 0.55 | | | 517.24 | | | 108.8 | | | 64.033 | | | 170.63 | | | 170.80 | | | 15.36 | | | 18.87 | | | 11.55 | |
12/19/2019 | | | 05/01/2020 | | | Evans Bancorp Inc. | | NY | | FSB Bancorp, Inc. | | NY | | | 324,810 | | | 9.83 | | | 9.83 | | | 0.00 | | | 0.02 | | | 0.32 | | | 166.28 | | | 34.6 | | | 17.829 | | | 108.40 | | | 108.40 | | | NM | | | 10.65 | | | 1.72 | |
07/24/2019 | | | 04/03/2020 | | | Investors Bancorp Inc | | NJ | | Gold Coast Bancorp, Inc. | | NY | | | 572,323 | | | 8.07 | | | 8.07 | | | 0.45 | | | 5.65 | | | NA | | | NA | | | 63.6 | | | 15.838 | | | 134.91 | | | 134.91 | | | 25.14 | | | 11.12 | | | 5.05 | |
08/09/2019 | | | 01/01/2020 | | | OceanFirst Financial Corp. | | NJ | | Country Bank Holding Company, Inc. | | NY | | | 783,352 | | | 8.62 | | | NA | | | NA | | | NA | | | NA | | | NA | | | 102.2 | | | 46280.000 | | | 151.00 | | | 151.00 | | | 9.80 | | | 13.05 | | | 7.50 | |
09/20/2018 | | | 08/09/2019 | | | Hanover Bancorp Inc. | | NY | | Chinatown Federal Savings Bank | | NY | | | 131,610 | | | 19.39 | | | 19.39 | | | 0.01 | | | 0.03 | | | 2.15 | | | 27.17 | | | 28.8 | | | 140.762 | | | 112.84 | | | 112.84 | | | NM | | | 21.88 | | | 3.65 | |
01/22/2019 | | | 07/12/2019 | | | Community Bank System Inc. | | NY | | Kinderhook Bank Corp. | | NY | | | 631,996 | | | 8.97 | | | 8.08 | | | 0.86 | | | 10.04 | | | NA | | | NA | | | 93.2 | | | 62.000 | | | 161.47 | | | 186.68 | | | 17.13 | | | 14.74 | | | NA | |
07/12/2018 | | | 01/02/2019 | | | ConnectOne Bancorp, Inc. | | NJ | | Greater Hudson Bank | | NY | | | 519,643 | | | 10.13 | | | 10.13 | | | -0.59 | | | -5.13 | | | 1.09 | | | 131.33 | | | 76.3 | | | NA | | | 144.96 | | | 144.96 | | | NA | | | 14.69 | | | 6.84 | |
04/23/2018 | | | 10/15/2018 | | | RBB Bancorp | | CA | | First American International Corp. | | NY | | | 889,618 | | | 9.23 | | | 9.23 | | | 0.95 | | | 10.62 | | | 0.30 | | | 357.42 | | | 115.3 | | | 52.321 | | | 177.21 | | | 177.21 | | | 15.57 | | | 12.96 | | | NA | |
03/05/2018 | | | 09/29/2018 | | | Seneca-Cayuga Bncp Inc. (MHC) | | NY | | Medina Savings and Loan Association | | NY | | | 53,925 | | | 6.90 | | | 6.90 | | | 0.06 | | | 0.95 | | | 0.31 | | | 284.85 | | | NA | | | NA | | | NA | | | NA | | | NA | | | NA | | | NA | |
01/22/2018 | | | 05/22/2018 | | | Investor group | | NY | | Bank Leumi Le-Israel Corporation | | NY | | | 7,026,521 | | | 11.02 | | | 10.96 | | | 0.54 | | | 4.96 | | | 1.68 | | | 37.31 | | | 141.0 | | | 42.119 | | | 121.44 | | | 122.16 | | | 24.90 | | | 13.38 | | | 4.73 | |
03/15/2017 | | | 11/10/2017 | | | Kinderhook Bank Corp. | | NY | | Patriot Federal Bank | | NY | | | 141,246 | | | 8.73 | | | 8.61 | | | 0.37 | | | 4.09 | | | 0.55 | | | 231.02 | | | 14.6 | | | 9.945 | | | 118.10 | | | 119.86 | | | 28.65 | | | 10.30 | | | 2.61 | |
03/07/2017 | | | 10/02/2017 | | | Sterling Bancorp | | NY | | Astoria Financial Corporation | | NY | | | 14,558,652 | | | 11.77 | | | 10.64 | | | 0.48 | | | 4.23 | | | 1.70 | | | 37.04 | | | 2229.7 | | | NA | | | 140.74 | | | 159.36 | | | 31.17 | | | 15.32 | | | 9.86 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Average: | | | | | 5,054,523 | | | 9.84 | | | 9.76 | | | 0.52 | | | 5.59 | | | 0.91 | | | 178.21 | | | | | | | | | 139.81 | | | 143.10 | | | 19.94 | | | 13.80 | | | 6.95 | |
| | | | | | | | | | Median: | | | | | 576,601 | | | 9.47 | | | 9.83 | | | 0.51 | | | 5.31 | | | 0.73 | | | 151.75 | | | | | | | | | 144.96 | | | 149.20 | | | 17.13 | | | 13.38 | | | 6.84 | |
Source: S&P Global Market Intelligence.
EXHIBIT IV-5
NorthEast Community Bancorp, Inc.
Director and Senior Management Summary Resumes
Exhibit IV-5
NorthEast Community Bancorp, Inc.
Director and Senior Management Summary Resumes
The following directors have terms ending in 2021:
Diane B. Cavanaugh has served as a Principal Appellate Court Attorney for the First Judicial Department of the Appellate Division of the New York State Supreme Court since February 2019. Ms. Cavanaugh was an attorney with Lyons McGovern, LLP from January 2010 to January 2019. Age 64. Director since 1992.
Ms. Cavanaugh has the ability to provide the board with the legal knowledge necessary to assess issues facing the Board effectively.
Charles A. Martinek has served as Senior Vice President and Chief Compliance Officer of NorthEast Community Bank since September 2013. Prior to that time, Mr. Martinek served as Internal Loan Review and Community Reinvestment Officer of NorthEast Community Bank since May 2007, commercial loan officer with NorthEast Community Bank since 2001, and as an assistant vice president since 2002. Before serving with NorthEast Community Bank, Mr. Martinek was a quality control analyst with C. Cowles & Co. Mr. Martinek is also the owner of Martinek Investment Properties, LLC. Mr. Martinek’s brother, Kenneth Martinek, also serves on the Board of Directors. Age 59. Director since 2002.
Mr. Martinek’s commercial loan and compliance experience is crucial to the ability of the board of directors to comprehend the complex compliance issues facing us.
Kenneth H. Thomas has been an independent bank analyst and consultant since 1969 and has been President of K.H. Thomas Associates, LLC since 1975. Dr. Thomas is also a registered investment advisor and President of Community Development Advisors, LLC. Dr. Thomas holds a Ph.D. in Finance from the Wharton School and has written extensively on the Community Reinvestment Act of 1977. Age 73. Director since 2001.
As an independent bank analyst for over 40 years, Dr. Thomas offers the board essential industry experience.
The following directors have terms ending in 2022:
Charles M. Cirillo is a certified public accountant and is a partner in the accounting firm Cirillo & Cirillo CPAs LLP. Age 55. Director since 2018.
Mr. Cirillo’s accounting and business experience provides the board of directors with valuable insight and expertise with regard to various financial and accounting matters affecting us.
Eugene M. Magier is an attorney and has been President of the Law Offices of Eugene M. Magier, P.C. since 1994. Mr. Magier is a licensed Massachusetts Real Estate Broker and has managed residential and commercial real estate. Prior to starting his own law firm, Mr. Magier served as Legal Counsel for CVS Corporation. Age 59. Director since 2012.
Mr. Magier’s experience and background as an attorney specializing in commercial real estate, acquisitions, workouts and contracts provides the board with valuable knowledge and expertise directly related to the business issues we face.
Kenneth A. Martinek has served as Chairman of the Board and Chief Executive Officer of NorthEast Community Bancorp since its formation in 2006 and previously served as President from 2006 until January 2013. He has served with NorthEast Community Bank since 1976 and has been the Chief Executive Officer of NorthEast Community Bank since 1991 and was the President from 1991 until January 2013. Mr. Martinek was first elected as a director of NorthEast Community Bank in 1983 and was appointed Chairman of the Board in 2002. Mr. Martinek’s brother, Charles A. Martinek, also serves on the board of directors. Age 68.
Exhibit IV-5 (continued)
NorthEast Community Bancorp, Inc.
Director and Senior Management Summary Resumes
Since becoming Chief Executive Officer of NorthEast Community Bank in 1991, Mr. Martinek has successfully completed a mutual holding company reorganization and minority stock offering and navigated the issues facing a public company in the banking sector. Mr. Martinek’s knowledge of all aspects of the business and its history, combined with his success and strategic vision, position him well to continue to serve as our Chairman and Chief Executive Officer.
The following directors have terms ending in 2023:
Jose M. Collazo has served as President of NorthEast Community Bancorp and NorthEast Community Bank since January 2013 and Chief Operating Officer of NorthEast Community Bancorp and NorthEast Community Bank since February 2012. Mr. Collazo served as Senior Vice President and Chief Information Officer from 2002 until February 2012. Mr. Collazo joined NorthEast Community Bank in January 1986. Age 55. Director since 2013.
Mr. Collazo’s extensive knowledge of NorthEast Community Bank’s and NorthEast Community Bancorp’s business and history, combined with his strategic vision, position him well to continue to serve as our director, President and Chief Operating Officer.
John F. McKenzie is a retired insurance executive. Prior to his retirement in early 2008, Mr. McKenzie was the owner of an insurance agency in Orange, Connecticut, providing multiline personal and commercial insurance products. Age 77. Director since November 2006.
Mr. McKenzie provides the board with significant management, strategic and operational knowledge through his previous experience as owner of an insurance agency.
Kevin P. O’Malley is an attorney and is president of the Kevin P. O’Malley, P.C., a law firm located in Tappan, New York. Age 75. Director since 2016.
Mr. O’Malley is a critical member of the board of directors. As a practicing attorney, Mr. O’Malley provides knowledge and expertise directly related to the high absorption, homogeneous communities in which we operate.
Exhibit IV-5 (continued)
NorthEast Community Bancorp, Inc.
Director and Senior Management Summary Resumes
Executive Officers
Our executive officers are elected annually by the board of directors and serve at the board’s discretion. The following individuals currently serve as our executive officers and will serve in the same positions following the conversion and offering:
Name | | Position |
Kenneth A. Martinek | | Chairman and Chief Executive Officer of NorthEast Community Bancorp, Inc., NorthEast Community Bancorp, NorthEast Community Bancorp, MHC and NorthEast Community Bank |
| | |
Jose M. Collazo | | President and Chief Operating Officer of NorthEast Community Bancorp, Inc., NorthEast Community Bancorp, NorthEast Community Bancorp, MHC and NorthEast Community Bank |
| | |
Donald S. Hom | | Executive Vice President and Chief Financial Officer of NorthEast Community Bancorp, Inc, NorthEast Community Bancorp, NorthEast Community Bancorp, MHC and NorthEast Community Bank |
Below is information regarding our executive officer who is not also a director. Mr. Hom has held his current position for the period indicated below. Age presented is as of December 31, 2020.
Donald S. Hom joined NorthEast Community Bancorp, NorthEast Community Bancorp, MHC and NorthEast Community Bank in 2007, serving as Chief Financial Officer since 2013. Prior to joining NorthEast Community Bancorp, Mr. Hom served for 23 years as a bank examiner and financial analyst for a Federal banking regulatory agency and six years as the chief executive officer of a New Jersey community bank. Age 66.
Source: NorthEast Community Bancorp’s prospectus.
EXHIBIT IV-6
NorthEast Community Bancorp, Inc.
Pro Forma Regulatory Capital Ratios
Exhibit IV-6
NorthEast Community Bancorp, Inc.
| | NorthEast Community Bank Historical at | | | Pro Forma at December 31, 2020, Based Upon the Sale in the Offering of | |
| | December 31, 2020 | | | 8,712,500 Shares | | | 10,250,000 Shares | | | 11,787,500 Shares | |
| | Amount | | | Percent of Assets | | | Amount | | | Percent of Assets | | | Amount | | | Percent of Assets | | | Amount | | | Percent of Assets | |
| | (Dollars in thousands) | |
Equity | | $ | 142,180 | | | | 14.85 | % | | $ | 174,140 | | | | 17.38 | % | | $ | 179,911 | | | | 17.82 | % | | $ | 185,683 | | | | 18.25 | % |
Tier 1 leverage capital(1)(2) | | $ | 137,962 | | | | 14.79 | % | | $ | 169,922 | | | | 17.43 | % | | $ | 175,693 | | | | 17.88 | % | | $ | 181,465 | | | | 18.33 | % |
Tier 1 leverage requirement | | | 46,629 | | | | 5.00 | | | | 48,750 | | | | 5.00 | | | | 49,131 | | | | 5.00 | | | | 49,512 | | | | 5.00 | |
Excess | | $ | 91,333 | | | | 9.79 | % | | $ | 121,972 | | | | 12.43 | % | | $ | 126,562 | | | | 12.88 | % | | $ | 131,953 | | | | 13.33 | % |
Tier 1 risk-based capital(1)(2) | | $ | 137,962 | | | | 13.23 | % | | $ | 169,922 | | | | 16.17 | % | | $ | 175,693 | | | | 16.69 | % | | $ | 181,465 | | | | 17.22 | % |
Tier 1 risk-based requirement | | | 83,399 | | | | 8.00 | | | | 84,078 | | | | 8.00 | | | | 84,200 | | | | 8.00 | | | | 84,322 | | | | 8.00 | |
Excess | | $ | 54,563 | | | | 5.23 | % | | $ | 85,844 | | | | 8.17 | % | | $ | 91,493 | | | | 8.69 | % | | $ | 97,143 | | | | 9.22 | % |
Total risk-based capital(1)(2) | | $ | 143,021 | | | | 13.72 | % | | $ | 174,981 | | | | 16.65 | % | | $ | 180,752 | | | | 17.17 | % | | $ | 186,524 | | | | 17.70 | % |
Total risk-based requirement | | | 104,249 | | | | 10.00 | | | | 105,098 | | | | 10.00 | | | | 105,250 | | | | 10.00 | | | | 105,402 | | | | 10.00 | |
Excess | | $ | 38,772 | | | | 3.72 | % | | $ | 69,883 | | | | 6.65 | % | | $ | 75,502 | | | | 7.17 | % | | $ | 81,122 | | | | 7.70 | % |
Common equity tier 1 risk-based capital(1)(2) | | $ | 137,962 | | | | 13.23 | % | | $ | 169,922 | | | | 16.17 | % | | $ | 175,693 | | | | 16.69 | % | | $ | 181,465 | | | | 17.22 | % |
Common equity tier 1 risk-based requirement | | | 67,762 | | | | 6.50 | | | | 68,313 | | | | 6.50 | | | | 68,412 | | | | 6.50 | | | | 68,511 | | | | 6.50 | |
Excess | | $ | 70,200 | | | | 6.73 | % | | $ | 101,609 | | | | 9.67 | % | | $ | 107,281 | | | | 10.19 | % | | $ | 112,954 | | | | 10.72 | % |
Reconciliation of capital infused into NorthEast Community Bank: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net proceeds | | | | | | | | | | $ | 42,415 | | | | | | | $ | 50,031 | | | | | | | $ | 57,648 | | | | | |
Less: Common stock acquired by new equity incentive plan | | | | | | | | | | | (3,485 | ) | | | | | | | (4,100 | ) | | | | | | | (4,715 | ) | | | | |
Less: Common stock acquired by employee stock ownership plan | | | | | | | | | | | (6,970 | ) | | | | | | | (8,200 | ) | | | | | | | (9,430 | ) | | | | |
Pro forma increase | | | | | | | | | | $ | 31,960 | | | | | | | $ | 37,731 | | | | | | | $ | 43,503 | | | | | |
Source: NorthEast Community Bancorp’s prospectus.
EXHIBIT IV-7
NorthEast Community Bancorp, Inc.
Pro Forma Analysis Sheet
| | | | | | | | |
EXHIBIT IV-7 |
PRO FORMA ANALYSIS SHEET |
NorthEast Community Bancorp, Inc. |
Prices as of February 5, 2021 |
| | | | | | | | |
| | | | Subject | | Peer Group | | New York | | All Public | |
Valuation Midpoint Pricing Multiples | | | Symbol | | at Midpoint | | Mean | | Median | | Mean | | Median | | Mean | | Median | |
Price-earnings multiple | | = | P/E | | | 15.77 | x | | 12.78 | x | | 11.32 | x | | 14.37 | x | | 11.14 | x | | 13.96 | x | | 12.66 | x |
Price-core earnings multiple | | = | P/CE | | | 16.03 | x | | 13.13 | x | | 10.71 | x | | 14.43 | x | | 11.25 | x | | 13.98 | x | | 13.14 | x |
Price-book ratio | | = | P/B | | | 70.92 | % | | 90.10 | % | | 89.45 | % | | 88.33 | % | | 89.80 | % | | 103.63 | % | | 94.14 | % |
Price-tangible book ratio | | = | P/TB | | | 71.12 | % | | 93.40 | % | | 92.99 | % | | 101.87 | % | | 96.39 | % | | 114.74 | % | | 100.75 | % |
Price-assets ratio | | = | P/A | | | 16.24 | % | | 10.61 | % | | 9.64 | % | | 8.81 | % | | 8.65 | % | | 12.92 | % | | 11.60 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Valuation Parameters | | | | | | | | | | Adjusted | | | |
Pre-Conversion Earnings (Y) | | $ | 12,330,052 | | | | (12 Mths 6/20(2) | | | ESOP Stock (% of Offering + Foundation) (E) | | | 8.00 | % | | |
Pre-Conversion Core Earnings (YC) | | $ | 12,151,052 | | | | (12 Mths 6/20(2) | | | Cost of ESOP Borrowings (S) | | | 0.00 | % | | |
Pre-Conversion Book Value (B) | | $ | 154,195,000 | | | | (2) | | | ESOP Amortization (T) | | | 15.00 | | | Years |
Pre-Conv. Tang. Book Value (B) | | $ | 153,544,000 | | | | (2) | | | Stock Program (% of Offering + Foundation (M) | | | 4.00 | % | | |
Pre-Conversion Assets (A) | | $ | 968,591,000 | | | | (2) | | | Stock Programs Vesting (N) | | | 5.00 | | | Years |
Reinvestment Rate (R) | | | 0.36 | % | | | | | | Fixed Expenses | | $ | 1,300,000 | | | |
Tax rate (TAX) | | | 21.00 | % | | | | | | Variable Expenses (Blended Commission %) | | | 0.91 | % | | |
After Tax Reinvest. Rate (R) | | | 0.28 | % | | | | | | Percentage Sold (PCT) | | | 59.7343 | % | | |
Est. Conversion Expenses (1)(X) | | | 2.38 | % | | | | | | MHC Assets | | $ | 370,000 | | | |
Insider Purchases | | $ | 590,000 | | | | | | | Options as (% of Offering + Foundation) (O1) | | | 10.00 | % | | |
Price/Share | | $ | 10.00 | | | | | | | Estimated Option Value (O2) | | | 31.70 | % | | |
Foundation Cash Contribution (FC) | | $ | - | | | | | | | Option Vesting Period (O3) | | | 5.00 | | | Years |
Foundation Stock Contribution (FS) | | $ | - | | | | | | | % of Options taxable (O4) | | | 25.00 | % | | |
Foundation Tax Benefit (FT) | | $ | - | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Calculation of Pro Forma Value After Conversion | | | | | | | | | | |
| | | | | | | | | | | | | |
1. V= | P/E * (Y - FC * R) | | V= | $171,593,320 | | |
| 1 - P/E * PCT * ((1-X-E-M-FS)*R - (1-TAX)*(E/T) - (1-TAX)*(M/N)-(1-TAX*O4)*(O1*O2/O3))) | | | | | | |
| | | | | | | | | | | | | |
2. V= | P/Core E * (YC) | V= | $171,593,320 | | |
| 1 - P/Core E * PCT * ((1-X-E-M-FS)*R - (1-TAX)*(E/T) - (1-TAX)*(M/N)-(1-TAX*O4)*(O1*O2/O3))) | | | | | |
| | | | | | | | | | | | | |
3. V= | P/B * (B-FC+FT) | | | | | | | | V= | $171,593,320 | | |
| 1 - P/B * PCT * (1-X-E-M) | | | | | | | | | | | |
| | | | | | | | | | | | | |
4. V= | P/TB * (B-FC+FT) | | | | | | | | V= | $171,593,320 | | |
| 1 - P/TB * PCT * (1-X-E-M) | | | | | | | | | | | |
| | | | | | | | | | | | | |
5. V= | P/A * (A-FC+FT) | | | | | | | | V= | $171,593,320 | | |
| 1 - P/A * PCT * (1-X-E-M) | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shares | | | | | | 2nd Step | | | Full | | | Plus: | | | Total Market | | | | |
| | | 2nd Step | | | Exchange | | | Conversion | | | Foundation | | | Capitalization | | | Exchange | |
Conclusion | | | Offering Shares | | | Shares | | | Shares | | | Shares | | | Shares | | | Ratio | |
Maximum | | | | 11,787,500 | | | | 7,945,731 | | | | 19,733,231 | | | | 0 | | | | 19,733,231 | | | | 1.6147 | |
Midpoint | | | | 10,250,000 | | | | 6,909,332 | | | | 17,159,332 | | | | 0 | | | | 17,159,332 | | | | 1.4041 | |
Minimum | | | | 8,712,500 | | | | 5,872,932 | | | | 14,585,432 | | | | 0 | | | | 14,585,432 | | | | 1.1935 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Market Value | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | 2nd Step | | | | Full | | | | | | | | Total Market | | | | | |
| | | | 2nd Step | | | | Exchange | | | | Conversion | | | | Foundation | | | | Capitalization | | | | | |
Conclusion | | | | Offering Value | | | | Shares Value | | | | $ Value | | | | $ Value | | | | $ Value | | | | | |
Maximum | | | $ | 117,875,000 | | | $ | 79,457,310 | | | $ | 197,332,310 | | | | 0 | | | $ | 197,332,310 | | | | | |
Midpoint | | | $ | 102,500,000 | | | $ | 69,093,320 | | | $ | 171,593,320 | | | | 0 | | | $ | 171,593,320 | | | | | |
Minimum | | | $ | 87,125,000 | | | $ | 58,729,320 | | | $ | 145,854,320 | | | | 0 | | | $ | 145,854,320 | | | | | |
(1) Estimated offering expenses at midpoint of the offering. |
(2) Adjusted to reflect consolidation and reinvesment of $370,000 of MHC net assets. |
EXHIBIT IV-8
NorthEast Community Bancorp, Inc.
Pro Forma Effect of Conversion Proceeds
| | | | | | | | | | | | | |
| Exhibit IV-8 |
| PRO FORMA EFFECT OF CONVERSION PROCEEDS |
| NorthEast Community Bancorp, Inc. |
| At the Minimum of the Range |
| | | | | | | | | | | | | |
1. | Fully Converted Value and Exchange Ratio | | | | | | | | | | | | | | | | |
| Fully Converted Value | | | | | | | | | | | | | | $ | 145,854,320 | |
| Exchange Ratio | | | | | | | | | | | | | | | 1.19348 | |
| 2nd Step Offering Proceeds | | | | | | | | | | | | | | $ | 87,125,000 | |
| Less: Estimated Offering Expenses | | | | | | | | | | | | | | | 2,295,650 | |
| 2nd Step Net Conversion Proceeds | | | | | | | | | | | | | | $ | 84,829,350 | |
| | | | | | | | | | | | | | | | | |
2. | Estimated Additional Income from Conversion Proceeds | | | | | | | | | | | | | | | | |
| Net Conversion Proceeds | | | | | | | | | | | | | | $ | 84,829,350 | |
| Less: Cash Contribution to Foundation | | | | | | | | | | | | | | | 0 | |
| Less: ESOP Stock Purchases (1) | | | | | | | | | | | | | | | (6,970,000 | ) |
| Less: RRP Stock Purchases (2) | | | | | | | | | | | | | | | (3,485,000 | ) |
| Net Cash Proceeds | | | | | | | | | | | | | | $ | 74,374,350 | |
| Estimated after-tax net incremental rate of return | | | | | | | | | | | | | | | 0.28 | % |
| Earnings Increase | | | | | | | | | | | | | | $ | 211,521 | |
| Less: Consolidated interest cost of ESOP borrowings | | | | | | | | | | | | | | | 0 | |
| Less: Amortization of ESOP borrowings(3) | | | | | | | | | | | | | | | (367,087 | ) |
| Less: RRP Vesting (3) | | | | | | | | | | | | | | | (550,630 | ) |
| Less: Option Plan Vesting (4) | | | | | | | | | | | | | | | (523,373 | ) |
| Net Earnings Increase | | | | | | | | | | | | | | $ | (1,229,569 | ) |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | Net | | | | | |
| | | | | | | | Before | | | | Earnings | | | | After | |
3. | Pro Forma Earnings | | | | | | | Conversion(5) | | | | Increase | | | | Conversion | |
| 12 Months ended December 31, 2020 (reported) | | | | | | $ | 12,330,052 | | | $ | (1,229,569 | ) | | $ | 11,100,483 | |
| 12 Months ended December 31, 2020 (core) | | | | | | $ | 12,151,052 | | | $ | (1,229,569 | ) | | $ | 10,921,483 | |
| | | | | | | | | | | | | | | | | |
| | | | Before | | | | Net Cash | | | | Tax Benefit | | | | After | |
4. | Pro Forma Net Worth | | | Conversion(5) | | | | Proceeds | | | | and Other | | | | Conversion | |
| December 31, 2020 | | $ | 154,195,000 | | | $ | 74,374,350 | | | $ | 0 | | | $ | 228,569,350 | |
| December 31, 2020 (Tangible) | | $ | 153,544,000 | | | $ | 74,374,350 | | | $ | 0 | | | $ | 227,918,350 | |
| | | | | | | | | | | | | | | | | |
| | | | Before | | | | Net Cash | | | | Tax Benefit | | | | After | |
5. | Pro Forma Assets | | | Conversion(5) | | | | Proceeds | | | | and Other | | | | Conversion | |
| December 31, 2020 | | $ | 968,591,000 | | | $ | 74,374,350 | | | $ | 0 | | | $ | 1,042,965,350 | |
(1) Includes ESOP purchases of 8.0% of the second step offering. | |
(2) Includes RRP purchases of 4.0% of the second step offering. | |
(3) ESOP amortized over 15 years, RRP amortized over 5 years, tax effected at: | 21.00% |
(4) Option valuation based on Black-Scholes model, 5 year vesting, and assuming 25% of the options are taxable. |
(5) Adjusted to reflect consolidation and reinvestment of net MHC assets. | |
| |
| |
Exhibit IV-8 |
PRO FORMA EFFECT OF CONVERSION PROCEEDS |
NorthEast Community Bancorp, Inc. |
At the Midpoint of the Range |
| | | | | | | | | | | | | |
1. | Fully Converted Value and Exchange Ratio | | | | | | | | | |
| Fully Converted Value | | | | | | | | | | | | | | $ | 171,593,320 | |
| Exchange Ratio | | | | | | | | | | | | | | | 1.40409 | |
| 2nd Step Offering Proceeds | | | | | | | | | | | | | | $ | 102,500,000 | |
| Less: Estimated Offering Expenses | | | | | | | | | | | | | | | 2,437,100 | |
| 2nd Step Net Conversion Proceeds | | | | | | | | | | | | | | $ | 100,062,900 | |
| | | | | | | | | | | | | | | | | |
2. | Estimated Additional Income from Conversion Proceeds | | | | | | | | | | | | | | | | |
| Net Conversion Proceeds | | | | | | | | | | | | | | $ | 100,062,900 | |
| Less: Cash Contribution to Foundation | | | | | | | | | | | | | | | 0 | |
| Less: ESOP Stock Purchases (1) | | | | | | | | | | | | | | | (8,200,000 | ) |
| Less: RRP Stock Purchases (2) | | | | | | | | | | | | | | | (4,100,000 | ) |
| Net Cash Proceeds | | | | | | | | | | | | | | $ | 87,762,900 | |
| Estimated after-tax net incremental rate of return | | | | | | | | | | | | | | | 0.28 | % |
| Earnings Increase | | | | | | | | | | | | | | $ | 249,598 | |
| Less: Consolidated interest cost of ESOP borrowings | | | | | | | | | | | | | | | 0 | |
| Less: Amortization of ESOP borrowings(3) | | | | | | | | | | | | | | | (431,867 | ) |
| Less: RRP Vesting (3) | | | | | | | | | | | | | | | (647,800 | ) |
| Less: Option Plan Vesting (4) | | | | | | | | | | | | | | | (615,733 | ) |
| Net Earnings Increase | | | | | | | | | | | | | | $ | (1,445,802 | ) |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | Net | | | | | |
| | | | | | | | Before | | | | Earnings | | | | After | |
3. | Pro Forma Earnings | | | | | | | Conversion(5) | | | | Increase | | | | Conversion | |
| 12 Months ended December 31, 2020 (reported) | | | | | | $ | 12,330,052 | | | $ | (1,445,802 | ) | | $ | 10,884,250 | |
| 12 Months ended December 31, 2020 (core) | | | | | | $ | 12,151,052 | | | $ | (1,445,802 | ) | | $ | 10,705,250 | |
| | | | | | | | | | | | | | | | | |
| | | | Before | | | | Net Cash | | | | Tax Benefit | | | | After | |
4. | Pro Forma Net Worth | | Conversion(5) | | | | Proceeds | | | | of Foundation | | | | Conversion | |
| December 31, 2020 | | $ | 154,195,000 | | | $ | 87,762,900 | | | $ | 0 | | | $ | 241,957,900 | |
| December 31, 2020 (Tangible) | | $ | 153,544,000 | | | $ | 87,762,900 | | | $ | 0 | | | $ | 241,306,900 | |
| | | | | | | | | | | | | | | | | |
| | | | Before | | | | Net Cash | | | | Tax Benefit | | | | After | |
5. | Pro Forma Assets | | Conversion(5) | | | | Proceeds | | | | of Foundation | | | | Conversion | |
| December 31, 2020 | | $ | 968,591,000 | | | $ | 87,762,900 | | | $ | 0 | | | $ | 1,056,353,900 | |
(1) Includes ESOP purchases of 8.0% of the second step offering. | |
(2) Includes RRP purchases of 4.0% of the second step offering. | |
(3) ESOP amortized over 15 years, RRP amortized over 5 years, tax effected at: | 21.00% |
(4) Option valuation based on Black-Scholes model, 5 year vesting, and assuming 25% of the options are taxable. |
(5) Adjusted to reflect consolidation and reinvestment of net MHC assets. | |
| |
Exhibit IV-8
PRO FORMA EFFECT OF CONVERSION PROCEEDS
NorthEast Community Bancorp, Inc.
At the Maximum of the Range
| 1. | Fully Converted Value and Exchange Ratio |
| Fully Converted Value | | $ | 197,332,310 | |
| Exchange Ratio | | | 1.61470 | |
| | | | | |
| 2nd Step Offering Proceeds | | $ | 117,875,000 | |
| Less: Estimated Offering Expenses | | | 2,578,550 | |
| 2nd Step Net Conversion Proceeds | | $ | 115,296,450 | |
| 2. | Estimated Additional Income from Conversion Proceeds |
| Net Conversion Proceeds | | $ | 115,296,450 | |
| Less: Cash Contribution to Foundation | | | 0 | |
| Less: ESOP Stock Purchases (1) | | | (9,430,000 | ) |
| Less: RRP Stock Purchases (2) | | | (4,715,000 | ) |
| Net Cash Proceeds | | $ | 101,151,450 | |
| Estimated after-tax net incremental rate of return | | | 0.28 | % |
| Earnings Increase | | $ | 287,675 | |
| Less: Consolidated interest cost of ESOP borrowings | | | 0 | |
| Less: Amortization of ESOP borrowings(3) | | | (496,647 | ) |
| Less: RRP Vesting (3) | | | (744,970 | ) |
| Less: Option Plan Vesting (4) | | | (708,093 | ) |
| Net Earnings Increase | | $ | (1,662,035 | ) |
| | | | | | Net | | | | |
| | | Before | | | Earnings | | | After | |
3. | Pro Forma Earnings | | Conversion(5) | | | Increase | | | Conversion | |
| 12 Months ended December 31, 2020 (reported) | | $ | 12,330,052 | | | $ | (1,662,035 | ) | | $ | 10,668,018 | |
| 12 Months ended December 31, 2020 (core) | | $ | 12,151,052 | | | $ | (1,662,035 | ) | | $ | 10,489,018 | |
| | | Before | | | Net Cash | | | Tax Benefit | | | After | |
4. | Pro Forma Net Worth | | Conversion (5) | | | Proceeds | | | of Foundation | | | Conversion | |
| December 31, 2020 | | $ | 154,195,000 | | | $ | 101,151,450 | | | $ | 0 | | | $ | 255,346,450 | |
| December 31, 2020 (Tangible) | | $ | 153,544,000 | | | $ | 101,151,450 | | | $ | 0 | | | $ | 254,695,450 | |
| | | | | | | | | | | | | | | | | |
| | | Before | | | Net Cash | | | Tax Benefit | | | After | |
5. | Pro Forma Assets | | Conversion (5) | | | Proceeds | | | of Foundation | | | Conversion | |
| December 31, 2020 | | $ | 968,591,000 | | | $ | 101,151,450 | | | $ | 0 | | | $ | 1,069,742,450 | |
(1) Includes ESOP purchases of 8.0% of the second step offering. | |
(2) Includes RRP purchases of 4.0% of the second step offering. | |
(3) ESOP amortized over 15 years, RRP amortized over 5 years, tax effected at: | 21.00% |
(4) Option valuation based on Black-Scholes model, 5 year vesting, and assuming 25% of the options are taxable. |
(5) Adjusted to reflect consolidation and reinvestment of net MHC assets. | |
EXHIBIT IV-9
Calculation of Minority Ownership Dilution in a Second-Step Offering
Exhibit IV-9
NorthEast Community Bancorp, Inc.
Calculation of Minority Ownership Dilution in a Second-Step Offering
Stock Ownership Data as of December 31, 2020
Financial Data as of December 31, 2020
Reflects Pro Forma Market Value as of February 5, 2021
Key Input Assumptions
Mid-Tier Stockholders' Equity | | $ | 153,825,000 | | | (BOOK) |
Aggregate Dividends Waived by MHC | | $ | 0 | | | (WAIVED DIVIDENDS) |
Minority Ownership Interest | | 40.3528 | % | | (PCT) |
Pro Forma Market Value | | $ | 171,593,320 | | | (VALUE) |
Market Value of MHC Assets (Other than Stock in Mid-Tier) | | $ | 370,000 | | | (MHC ASSETS) |
Adjustment for MHC Assets & Waived Dividends - 2 Step Calculation (as required by FDIC & FRB)
| | | | | | (BOOK - WAIVED DIVIDENDS) x PCT | |
Step 1: To Account for Waiver of Dividends | = | | BOOK | |
| | | | | | | | | |
| | | | = | | 40.3528% | | | |
| | | | | | | | | |
| | | | | | (VALUE - MHC ASSETS) x Step 1 | |
Step 2: To Account for MHC Assets | = | | VALUE | |
| | | | | | | | | |
| | | | = | | 40.2657% | (rounded) | |
Current Ownership | | | | | | | | |
| | | | | | | | |
MHC Shares | | | 7,273,750 | | | | 59.65 | % |
Public Shares | | | 4,920,861 | | | | 40.35 | % |
Total Shares | | | 12,194,611 | | | | 100.00 | % |
EXHIBIT V-1
RP® Financial, LC.
Firm Qualifications Statement
FIRM QUALIFICATION STATEMENT
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MERGER ADVISORY SERVICES
RP®’s merger advisory services include targeting potential buyers and sellers, assessing acquisition merit, conducting due diligence, negotiating and structuring merger transactions, preparing merger business plans and financial simulations, rendering fairness opinions, preparing mark-to-market analyses, valuing intangible assets and supporting the implementation of post-acquisition strategies. Our merger advisory services involve transactions of financially healthy companies and failed bank deals. RP® is also expert in de novo charters and shelf charters. Through financial simulations, comprehensive data bases, valuation proficiency and regulatory familiarity, RP®’s merger advisory services center on enhancing shareholder returns.
VALUATION SERVICES
RP®’s extensive valuation practice includes bank and thrift mergers, thrift mutual-to-stock conversions, goodwill impairment, insurance company demutualizations, ESOPs, subsidiary companies, merger accounting and other purposes. We are highly experienced in performing appraisals which conform to regulatory guidelines and appraisal standards. RP® is the nation’s leading valuation firm for thrift mutual-to-stock conversions, with appraised values ranging up to $4 billion.
OTHER CONSULTING SERVICES
RP® offers other consulting services including evaluating the impact of regulatory changes (TARP, etc.), branching and diversification strategies, feasibility studies and special research. We assist banks/thrifts in preparing CRA plans and evaluating wealth management activities on a de novo or merger basis. Our other consulting services are facilitated by proprietary valuation and financial simulation models.
KEY PERSONNEL (Years of Relevant Experience & Contact Information)
Ronald S. Riggins, Managing Director (40) | (703) 647-6543 | rriggins@rpfinancial.com |
William E. Pommerening, Managing Director (36) | (703) 647-6546 | wpommerening@rpfinancial.com |
Gregory E. Dunn, Director (37) | (703) 647-6548 | gdunn@rpfinancial.com |
James P. Hennessey, Director (33) | (703) 647-6544 | jhennessey@rpfinancial.com |
James J. Oren, Director (33) | (703) 647-6549 | joren@rpfinancial.com |
Washington Headquarters
1311-A Dolley Madison Boulevard | Telephone: (703) 528-1700 |
Suite 2A | Fax No.: (703) 528-1788 |
McLean, VA 22101 | Toll-Free No.: (866) 723-0594 |
www.rpfinancial.com | E-Mail: mail@rpfinancial.com |