Conversion Valuation Appraisal Report definition
Conversion Valuation Appraisal Report. Page: 4 ================================================================================
Conversion Valuation Appraisal Report. Page: 3 ================================================================================ In preparing our valuation, we relied upon and assumed the accuracy and completeness of financial and other information provided to us by the Bank and its independent accountants. We did not independently verify the financial statements and other information provided by the Bank and its independent accountants, nor did we independently value any of the Bank's assets or liabilities. This estimated valuation considers the Bank only as a going concern and should not be considered as an indication of its liquidation value. Where appropriate, we considered information based upon other publicly available sources, which we believe to be reliable; however, we cannot guarantee the accuracy or completeness of such information. We visited the Bank's primary market area and reviewed the market area economic condition. We also reviewed the competitive environment in which the Bank operates and its relative strengths and weaknesses. We compared the Bank's performance with selected publicly traded thrift institutions. We reviewed conditions in the securities markets in general and in the market for savings institutions in particular. Our analysis included a review of the estimated effects of the Reorganization on the Bank, operation and expected financial performance as they related to the Bank's estimated pro forma value. Our valuation is not intended, and must not be construed, to be a recommendation of any kind as the advisability of purchasing shares of Common Stock in the Conversion and Reorganization. Moreover, because such valuation is necessarily based upon estimates and projections of a number of matters, all of which are subject to change from time to time, no assurance can be given that persons who purchase shares of Common Stock in the Conversion and Reorganization will thereafter be able to sell such shares at prices related to the foregoing valuation of the pro forma market value thereof. FinPro is not a seller of securities within the meaning of any federal or state securities laws and any report prepared by FinPro shall not be used as an offer or solicitation with respect to the purchase or sale of any securities. The estimated valuation herein will be updated as appropriate. These updates will consider, among other factors, any developments or changes in the Bank's financial condition, operating performance, management policies and procedures, and current conditions ...
Conversion Valuation Appraisal Report. Page: 53 ================================================================================ ------------------------------------ MANAGEMENT ------------------------------------ The Bank has developed a good management team with considerable banking experience. The Bank's organizational chart is reasonable for an institution of its size and complexity. The Board is active and oversees and advises on all key strategic and policy decisions and holds the management to high performance standards. As such, no adjustment appears to be warranted for this factor.
Examples of Conversion Valuation Appraisal Report in a sentence
In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the OTS an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by FinPro, Inc.
In connection with the Conversion, the Bank has filed with the Office of the Comptroller of the Currency (the “OCC”) an Application For Conversion on Form AC (the “Conversion Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by K▇▇▇▇▇ & Company, Inc., dated February 12, 2016, and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OCC.
In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the OTS an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC.
In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS,” which term shall include any successor agency thereto) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by ▇▇▇▇▇▇▇ Financial Services, Inc.
In accordance with the regulations of the WDFI and the FDIC (the “Conversion Regulations”), the Bank has filed with the WDFI and the FDIC an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC.
More Definitions of Conversion Valuation Appraisal Report
Conversion Valuation Appraisal Report. Page: 1 ================================================================================ Introduction This report represents FinPro, Inc.'s ("FinPro") independent appraisal of the estimated pro forma market value of the common stock (the "Common Stock") in connection with the conversion and reorganization of Roebling Bank from the two-tier mutual holding company structure to the stock holding company structure (the "Conversion"). Roebling Bank is currently a wholly owned subsidiary of Roebling Financial Corp, Inc., a federal corporation (the "Mid-Tier" or on a consolidated basis the "Bank"), which is the partially owned subsidiary of Roebling Financial Corp., MHC (the "MHC"), both of which will be merged out of existence, and Roebling Bank will become a wholly owned subsidiary of the Roebling Financial Corp, Inc. (the "Company"). The Bank is headquartered in Roebling, New Jersey and on March 31, 2004 had $87.5 million in assets, $79.0 million in deposits and $7.5 million in stockholders' equity. The Bank is a federally chartered savings association whose principal regulator is the Office of Thrift Supervision ("OTS"). All of the Bank's deposit accounts, up to the regulatory limits, are insured by the Savings Association Insurance Fund ("SAIF") of the Federal Deposit Insurance Corporation ("FDIC"). As of March 31, 2003, the Bank maintained three branch offices and one loan center located in New Jersey. This appraisal has been prepared in accordance with Regulation 563b.7 and with the "Guidelines for Appraisal Reports for the Valuation of Savings and Loan Banks Converting from Mutual to Stock Form of Organization" of the OTS which have been adopted in practice by the FDIC, including the most recent revisions as of October 21, 1994, and applicable regulatory interpretations thereof. In the course of preparing our report, we reviewed the unaudited financial statements of the Bank's and the Mid-Tier's (hereinafter, collectively referred to as the "Bank") operations for the six month period ended March 31, 2004 and the Bank's audited financial statements for the twelve month period ended September 30, 2003. We have conducted due diligence analysis on the Bank and held due diligence related discussions with the Bank's management and board, ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, Certified Public Accountants (the Bank's independent audit firm), ▇▇▇▇▇▇▇ Spidi & ▇▇▇▇▇, P.C. (the Bank's special counsel), ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. (the Bank's marketing advisor). The valuation par...
Conversion Valuation Appraisal Report. Page: 1 - 72 ================================================================================ FIGURE 50 - CURRENT THRIFT ACQUISITION MULTIPLES, PRICE TO ASSETS [GRAPHIC OMITTED] FIGURE 51 - CURRENT THRIFT ACQUISITION MULTIPLES, PRICE TO DEPOSITS [GRAPHIC OMITTED]
Conversion Valuation Appraisal Report. Page: 1 - 42 ================================================================================ ------------------------ KEY FINANCIAL DATA ------------------------ Selected balance sheet ratios for the Comparable Group are shown in the following table: FIGURE 31 - COMPARABLE KEY FINANCIAL DATA Key Financial Data as of The Most Recent Quarter ------------------------------------------------- Total Loans/ Loans/ Deposits/ Borrowings/ Assets Deposits Assets Assets Assets Ticker Short Name ($000) (%) (%) (%) (%) -------------------------------------- ------------------------------------------------- CNY ▇▇▇▇▇▇ Bancorp Inc. 415,767 92.08 59.60 64.73 26.37 ESBK Elmira Savings Bank (The) 228,268 84.47 76.74 90.85 1.97 FIBC Financial Bancorp Inc. 308,248 72.91 51.95 71.25 18.42 FKFS First Keystone Financial 378,527 85.84 52.24 60.86 26.62 HRBF Harbor Federal Bancorp Inc. 233,572 84.08 63.59 75.64 10.74 IFSB Independence Federal Svgs Bank 251,561 75.18 60.02 79.84 12.00 PBCI Pamrapo Bancorp Inc. 376,714 69.48 56.71 81.62 3.68 PHFC Pittsburgh Home Financial Corp 299,669 135.12 63.99 47.36 42.53 SKAN Skaneateles Bancorp Inc. 256,101 99.34 83.96 84.52 7.05 ▇▇▇▇ ▇▇▇▇▇ Bancorp Inc. 267,285 93.56 66.75 71.34 15.61 ------------------------------------------------- Average 301,571 89.21 63.56 72.80 16.50 Median 283,477 85.16 61.81 73.49 13.81 Maximum 415,767 135.12 83.96 90.85 42.53 Minimum 228,268 69.48 51.95 47.36 1.97 Source: SNL Securities
Conversion Valuation Appraisal Report. Page: 1 - 53 ================================================================================ ------------------- BALANCE SHEET ------------------- The balance sheet strength of an institution is an important market value determinant, as the investment community considers such factors as bank liquidity, capitalization, asset composition, funding mix, intangible levels and interest rate risk in assessing the attractiveness of investing in the common stock of a thrift. Following is a synopsis of the key financial elements of the Bank measured against the Comparable Group. The numbers utilized for the Bank in this comparison were on a pro-forma basis. Liquidity - The liquidity of the Bank and the Comparable Group appear similar and were sufficient to meet all regulatory guidelines. Capitalization - The Comparable Group's average equity to assets ratio of 9.06% is above the Bank's ratio of 7.61%, but will be below the Bank's pro forma equity to assets ratio of 12.28% at the midpoint of the valuation range.
Conversion Valuation Appraisal Report. Page: 1 - 81 ================================================================================ ADJUSTMENTS TO VALUE Overall, FinPro believes that the Bank pro-forma market value should be discounted relative to the Comparable Group, reflecting the following adjustments. Key Valuation Parameters Valuation Adjustment -------------------------------------------------------------------------------- Financial Strength No Adjustment Earnings Quality No Adjustment Market Area No Adjustment Management No Adjustment Dividends No Adjustment Liquidity of the Issue No Adjustment Subscription Interest Upward Recent Regulatory Matters No Adjustment Market for Seasoned Thrift Stocks Downward Acquisition Market Downward As such, and as a result of all the factors discussed, a full offering discount in the 40% - 45% range from the average trading values of the comparable companies appears to be reasonable. 88 Conversion Valuation Appraisal Report Page: 1 - 82 ================================================================================ VALUATION APPROACH In applying the accepted valuation methodology promulgated by the regulators, i.e., the pro-forma market value approach, four key pricing multiples were considered. The four multiples include: Price to earnings ("P/E") Price to tangible book value ("P/TB") Price to book value ("P/B") Price to assets ("P/A") All of the approaches were calculated on a pro-forma basis including the effects of the conversion proceeds. All of the assumptions utilized are presented in Exhibits 8 and 9. To ascertain the pro-forma estimated market value of the Bank, the market multiples for the Comparable Group, all publicly traded thrifts and the recent (1996 to date) standard conversion group were assessed. Since thrift earnings in general have had a high degree of volatility over the past decade, the P/B approach had gained in importance and is utilized frequently as the benchmark for market value. It is interesting to note that the P/B approach is more of a benchmark than a reliable valuation technique. A better approach is the P/TB approach. In general, investors tend to price financial institutions on a tangible book basis, because it incorporates the P/B approach adjusted for intangibles. Most recently, the P/E approach has regained favor among investors. As such, in estimating the market value for the Bank, the most emphasis was placed on the P/E approach. The P/B and P/TB were given much less weight and the P/A ratio was not given much ...
Conversion Valuation Appraisal Report. Page: 1 - 8 ================================================================================ The following tables set forth certain information concerning the financial position of the Bank along with operations data at the dates indicated. FIGURE 5 - KEY BALANCE SHEET DATA At May 31, ------------------------------------------------------------------------ 1997 1996 1995 1994 1993 -------- -------- -------- -------- -------- In thousands SELECTED FINANCIAL DATA: Total assets $286,545 $274,053 $258,679 $234,048 $224,851 Loans receivable, net 138,323 108,897 122,663 108,608 108,848 Investment securities 126,393 144,284 110,333 105,433 93,013 Real estate owned, net 224 330 493 306 -- Deposits 221,211 232,965 229,011 207,527 200,564 FHLB Advances 5,250 3,600 -- -- -- Securities sold under repurchase agreements 23,090 4,700 -- -- -- Retained earnings 27,495 24,629 23,076 21,910 20,147 Source: Offering Prospectus FIGURE 6 - KEY OPERATIONS DATA For the Year Ended May 31, ------------------------------------------------------------------------ 1997 1996 1995 1994 1993 -------- -------- -------- -------- -------- In thousands Unaudited SELECTED OPERATING DATA: Interest income $ 20,691 $ 18,333 $ 16,253 $ 15,786 $ 16,549 Interest expense 9,376 8,717 6,828 5,922 6,710 -------- -------- -------- -------- -------- Net interest income 11,315 9,616 9,425 9,864 9,839 Provision for loan losses 130 140 261 415 548 -------- -------- -------- -------- -------- Net interest income after provision for loan losses 11,185 9,476 9,164 9,449 9,291 -------- -------- -------- -------- -------- Non-interest income: Service and fee income 1,915 1,768 1,369 1,996 536 Securities transactions 816 356 (429) 845 243 Loan transactions 137 119 14 123 113 Other income or (loss) (89) (159) (79) (17) 120 -------- -------- -------- -------- -------- Total other income, net 2,779 2,084 875 2,947 1,012 Non-interest expense: Salaries and employees benefits 5,256 5,050 3,958 3,877 3,572 FDIC insurance 12 53 466 456 427 Occupancy and equipment 1,308 1,238 1,202 1,141 879 Data processing 640 484 414 341 318 Advertising 152 129 112 69 119 Professional fees 240 325 222 270 324 Other operating expenses 1,735 1,791 1,722 1,608 1,508 -------- -------- -------- -------- -------- Total other expenses 9,343 9,070 8,096 7,762 7,147 Income (loss) before cumulative effect of change in accounting principle 4,621 2,490 1,943 4,634 3,156 Income tax expense (benefit) 1,756 1,024 794 2,115 1,370 -------- -------- ----...
Conversion Valuation Appraisal Report. Page: 21 ================================================================================ Interest rate spread and margin increased for the six month period ended March 31, 2004 when compared to the same six month period in 2003. The increase was attributable to cost of interest bearing liabilities declining more than yield on earning assets declined.