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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 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 Kxxxxx & 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 FinPro, Inc.
The Conversion Application included the Prospectus and the Conversion Valuation Appraisal Report prepared by Xxxxxxx Financial Advisors, Inc., dated , 2011.
Conversion Valuation Appraisal Report Page: 1 - 7 ================================================================================ ------------------------------ HISTORY ------------------------------ 1844 The Bank opened as a state chartered mutual savings bank.
Conversion Valuation Appraisal Report Page: 1 - 8 ================================================================================ ------------------------------ STRATEGIC DIRECTION ------------------------------ It is anticipated, for planning purposes that the second step offering will raise gross proceeds of $176.0 million, based upon preliminary appraisal data for the midpoint of the value range.
More Definitions of Conversion Valuation Appraisal Report
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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, Xxxxxxxxxx and Xxxxxxx, Certified Public Accountants (the Bank's independent audit firm), Xxxxxxx Spidi & Xxxxx, P.C. (the Bank's special counsel), Xxxxx, Xxxxxxxx & Xxxxx, Inc. (the Bank's marketing advisor). The valuation par...
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Conversion Valuation Appraisal Report. Page: 1 - 53 ================================================================================ FINANCIAL STRENGTH The financial 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 16.18% is higher than the Bank's ratio of 5.41%. The Bank's proforma equity to asset ratio is projected to be 11.10% (at the midpoint) after the conversion. Asset Composition - The Bank's net loan to asset ratio of 82.56% is higher than the average for the Comparable Group of 69.51%.
Conversion Valuation Appraisal Report. Page: 1 - 55 ================================================================================ EARNINGS QUALITY, PREDICTABILITY AND GROWTH The earnings quality, predictability and growth are critical components in the establishment of market values for thrifts. Thrift earnings are primarily a function of: o net interest income o loan loss provision o non-interest income o non-interest expense The quality and predictability of earnings is dependent on both internal and external factors. Some internal factors include the mix of the balance sheet, the interest rate sensitivity of the balance sheet, the asset quality, and the infrastructure in place to deliver the assets and liabilities to the public. External factors include the competitive market for both assets and liabilities, the global interest rate scenario, local economic factors and regulatory issues. Each of these factors can influence the earnings of an institution, and each of these factors is volatile. Investors prefer stability and consistency. As such, solid, consistent earnings are preferred to high but risky earnings. Investors also prefer earnings to be diversified and not entirely dependent on interest income.
Conversion Valuation Appraisal Report. Page: 5 ================================================================================ ------------------------------------ HISTORY ------------------------------------ Roebling Bank was founded in 1922 to service the home mortgage needs of the Village of Roebling. Over the next 80 years, the Bank's mission expanded to provide a full range of consumer and commercial banking services. Roebling Bank has been a stock savings bank since 1997. Roebling Bank operates two Banking Facilities plus a Loan Center in Roebling as well as a Banking Center in New Egypt.